Exhibit 10(b)


 


FOURTH AMENDMENT TO
DISTRIBUTION AGREEMENT

OLYMPUS AMERICA INC. AND CARSEN GROUP INC.


 


FOURTH AMENDMENT (“Amendment”)
to Distribution Agreement (“Agreement”) between Olympus America Inc., a New
York, U.S.A. corporation having its principal office at Two Corporate Center
Drive, Melville, New York, U.S.A. 
11747-3157, and Carsen Group Inc., a Canadian corporation
having its principal office at 151 Telson Road, Markham, Ontario, Canada L3R
1E7.  Capitalized terms used but not
otherwise defined in this Amendment shall have the meanings ascribed to such
terms in the Agreement.


 


WHEREAS, Olympus and
Carsen entered into the Agreement as of April 1, 1994; and


 


WHEREAS, by way of
amendments dated August 26, 1997, October 6, 2000, and April 1, 2001 (collectively,
the “Prior Amendments”), Olympus and Carsen amended the Agreement; and


 


WHEREAS, Olympus and
Carsen wish to further amend the Agreement and the Prior Amendments as
hereinafter set forth;


 


NOW, THEREFORE, for
good and adequate consideration, receipt of which is hereby acknowledged, the
parties hereby agree as follows:


 


1.             Schedule 5.3 (Minimum Dollar Purchase Requirements) of
the Agreement shall be removed and replaced with the revised Schedule 5.3
attached to this Amendment.


 


2.             This Amendment may be executed in counterparts, each of
which when so executed shall be deemed to be an original and both of which when
taken together shall constitute one and the same instrument.


 


3.             As used in this Amendment, the term “Agreement” shall
mean the Agreement as previously amended by the Prior Amendments.


 


Except as modified by this Amendment, the Agreement
(as previously amended) remains unchanged and in full force and effect.


 


IN WITNESS WHEREOF,
the parties have executed this Amendment to the Agreement as of the 12th
day of March, 2004.


 


	
  CARSEN GROUP INC.

  	
  OLYMPUS AMERICA INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ William J. Vella

  	
   

  	
  By:

  	
  /s/ F. Mark
  Gumz

  	
   

  
	
  Name:

  	
  William J.
  Vella

  	
  Name:

  	
  F. Mark Gumz

  
	
  Title:

  	
  President
  and Chief Executive Officer

  	
  Title:

  	
  President
  and COO

  
									



 

















 


SCHEDULE 5.3


 


Minimum Dollar Purchase Requirements


 


(a)           Medical Product Minima


 


	
   

  	
   

  	
  Flexible

  	
   

  	
  Surgical

  	
   

  	
  TOTAL

  	
   

  
	
  137P

  	
   

  	
  $

  	
  12,527,000

  	
   

  	
  $

  	
  3,720,000

  	
   

  	
  $

  	
  16,247,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  138P

  	
   

  	
  $

  	
  14,220,000

  	
   

  	
  $

  	
  4,464,000

  	
   

  	
  $

  	
  18,684,000

  	
   

  



 


(b)           Precision Product Minima


 


	
  137P

  	
   

  	
  $

  	
  4,350,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  138P

  	
   

  	
  $

  	
  4,800,000

  	
   

  



 


 


Notes:


137P is the period from April
1, 2004 to March 31, 2005.


138P is the period from April
1, 2005 to March 31, 2006.


 


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