EXHIBIT 10.1


     

    EXHIBIT
      10.1

     

    MARKETING,
      SALES and DISTRIBUTION AGREEMENT

     

    Between
      

     

    LABORATORIES
      DOLIAGE and CORONADO INDUSTRIES

     

    


    


    THIS
      AGREEMENT made and entered into this 21st day of April 2006 (hereinafter
      referred to as “Effective Date”), by and between, Coronado Industries, Inc.
      having its headquarters at 16857 E. Saguaro Blvd., Fountain Hills, Arizona
      85268, its subsidiaries, affiliates and partners (hereinafter Coronado
      Industries referred to as “CI”), and Laboratoires DOLIAGE having a place of
      business located at 81 rue de Verdun, 92150 Suresnes, France, (hereinafter
      referred to as “DOLIAGE”).

     

    WITNESSETH

     

    WHEREAS,
      CI is
      engaged in the distribution and sale of a patented Pneumatic Trabeculoplasty
      (PNT) device as described on Schedule A (hereinafter called the
“Products”).

     

    WHEREAS
      DOLIAGE
      is engaged in the business of marketing, selling and distributing ophthalmic
      products within France (hereinafter referred to as “TERRITORY”). 

     

    WHEREAS
      DOLIAGE
      has expressed an interest in marketing, selling and distributing CI’s Pneumatic
      Trabeculoplasty device (hereinafter referred to as “PNT”) which is composed of
      CI’s proprietary PNT vacuum controller and CI’s patented PNT fixation ring
      (hereinafter referred to as “PRODUCTS”)

     

    NOW
      THEREFORE in
      consideration of the mutual covenants herein contained, and other good and
      valuable consideration, it is mutually agreed as follows:

    
       

      
        	1.	
                APPOINTMENT
                  AND ACCEPTANCE

              


      

       

      
        	
              	1.1.	
                CI
                  hereby appoints DOLIAGE as CI’s exclusive partner in the Territory.
                  Exclusive partner in this Section 1.1 shall mean (i) that CI grants
                  DOLIAGE the exclusive right to promote, market, sell and distribute
                  the
                  Products in the Territory under CI’s Brand name(s) and Trademark(s) and
                  that (ii) that CI shall not appoint any other party than DOLIAGE
                  to
                  promote, market, sell and distribute the Products in the
                  Territory

              


      

       

      
        	
              	1.2.	
                CI
                  hereby grants DOLIAGE rights, without the right to sublicense,
                  to use CI’s
                  patents, listed in Schedule A within the Territory for the sole
                  purposes
                  of carrying out DOLIAGE's obligations under this AGREEMENT. DOLIAGE
                  agrees
                  to exercise these rights only as are necessary to meet its obligations
                  to
                  promote, market, sell or distribute the Products in the Territory
                  under
                  this Agreement. DOLIAGE agrees not use these rights to promote,
                  market,
                  sell or distribute competitive product(s) within the Territory.
                  CI agrees
                  not to grant rights under the patents listed in Schedule A which
                  would
                  allow a competitor to promote, market, sell or distribute a competing
                  medical device for the treatment of primary open angle glaucoma
                  or ocular
                  hypertension within the Territory. Passive sales by other distributors
                  within the Territory and sales on part of the customers of CI shall
                  not be
                  restricted by this provision

              


      

      ____________

      
        Confidential
          treatment has been requested with respect to certain portions of this
          exhibit. Omitted
          portions have been filed separately with the Securities and Exchange
          Commission.  This exhibit omits the information subject to the
          confidentiality request. Omissions are designated as [ * ].


         

      

      
        
          
          

        

        
          1/17

          
            

          

        

        
          
          

        

         

      

      
        	
              	1.3.	
                DOLIAGE
                  accepts such appointment and agrees to use its commercially reasonable
                  efforts to promote, develop and increase sales of the Products
                  within the
                  Territory. Without limiting the generality of the foregoing, DOLIAGE
                  shall:

              


      

       

      
        	
              	1.3.1.	
                develop
                  and distribute to the best advantage of the Products such literature
                  and
                  other advertising material as may be agreed to by CI and will not
                  use or
                  release any advertising or promotional materials (including, without
                  limitation, labels, packages, circulars, and advertisements) without
                  the
                  prior approval of CI. The consent of CI shall not be unreasonably
                  withheld.

              


      

       

      
        	
              	1.3.2.	
                solicit
                  prospective purchasers who may specify or utilize the
                  Products;

              


      

       

      
        	
              	1.3.3.	
                shall
                  not promote or sell any other product or other product lines which
                  are a
                  medical device indicated in the non-surgical treatment of primary
                  open
                  angle glaucoma or ocular hypertension.


              


      

       

      
        	
              	1.3.4.	
                take
                  no action which might impair the goodwill or reputation of CI or
                  any of
                  its affiliated companies or of the
                  Products;

              


      

       

      
        	
              	1.3.5.	
                refrain
                  from making quotations or writing letters under the name of CI
                  or any of
                  its affiliates. The name of CI or its subsidiaries shall not appear
                  on
                  stationery used by DOLIAGE, except as a marginal note showing for
                  example
                  “Distributor for Coronado
                  Industries”;

              


      

       

      
        	
              	1.3.6.	
                interface
                  with customers and potential customers on behalf of CI for inquiries
                  with
                  respect to the Products and use of the
                  Products;

              


      

       

      
        	
              	1.3.7.	
                not
                  make claims with respect to indications for the Products that are
                  not
                  approved by the appropriate Health Authority or other appropriate
                  regulatory body;

              


      

       

      
        	
              	1.3.8.	
                purchase
                  sufficient quantities of the Products from CI so as to be able
                  to maintain
                  an adequate supply for resale of the
                  Products;

              


      

       

      
        	
              	1.3.9.	
                comply
                  with all applicable European and French laws and regulations with
                  regard
                  to the promotion, marketing, sale and distribution of the Products,
                  including any reporting requirements in regards to complaints or
                  incidents;

              


      

       

      
        	
              	1.4.	
                promptly
                  report to CI, or its European representative which is
                  currently

                 

                
                      Donowa
                    Consulting Srl

                      Piazza
                    Albania 10

                      00153
                    Rome, Italy


                   

                  all
                    complaints, incidents or problems it receives relating to the
                    Products;

                

              


      

       

      
        	
              	1.5.	
                follow
                  all CI marketing and promotion
                  policies.

              


      

       

      
        	
              	1.6.	
                handle
                  and store all Products in accordance with French and European laws
                  and the
                  labeling and instructions for the
                  Products.

              


      

      
        
           

        

        
          
            
            

          

          
            2/17

            
              

            

          

          
            
            

          

           

        

      

      
        	
              	1.7.	
                CI
                  agrees to support DOLIAGE in the promotion, marketing, sale, distribution
                  and/or application for reimbursement of the Products in the Territory
                  and
                  the technical training for the employees of DOLIAGE. CI may decide,
                  at its
                  sole discretion, whether such support is possible for and available
                  within
                  CI.

              


      

       

      
        	2.	
                SUPPLY
                  PRICE

              


      

       

      
        	
              	2.1.	
                The
                  Supply Price of the Products to DOLIAGE shall be as outlined
                  below;

              


      

       

      
        	
              	2.1.1.	
                PNT
                  controllers at [ * ] per controller for the first two
                  years of the AGREEMENT. For years three (3) and four (4) the price
                  will be
                  [ * ] per controller. For year five (5) until the
                  end of
                  the original AGREEMENT the costs will be [ * ] per
                  controller.

              


      

       

      
        	
              	2.1.2.	
                [
                  * ] per box of 100 rings. Each ring is individually packaged
                  in a
                  sterile sachet with current
                  labeling.

              


      

       

      
        	
              	2.2.	
                CI
                  will arrange for shipment of the Products from CI’s manufacturing facility
                  to DOLIAGE’ warehouse in France. The cost of shipping the Products from
                  CI’s distribution facility to DOLIAGE’s central receiving facility in
                  France will be the responsibility of
                  CI.

              


      

       

      
        	
              	2.3.	
                Payment
                  under Clause 2.11 and 2.22 shall be Net 45 days upon delivery of
                  goods to
                  DOLIAGES’ facility. 

              


      

       

      
        	
              	2.4.	
                The
                  above Supply Prices reflect the current PNT controller and PNT
                  ring design
                  and manufacturing processes. In the event the United States Food
                  and Drug
                  Administration (USFDA) or any other competent governmental health
                  authority (HA) requires modifications to the PNT controller and/or
                  the PNT
                  ring in order to allow continuing sale within the Territory which
                  would
                  lead to an increase in the manufacturing costs to CI of more than
                  [ * ], then CI would supply proper documentation
                  supporting this increase, and the Parties agree to negotiate a
                  new Supply
                  Price. If DOLIAGE was to challenge the price increase under this
                  clause,
                  DOLIAGE could have an auditor give an independent confirmation.
                  If the
                  auditor found the increase was greater than or equal to [ *
                  ] then DOLIAGE would accept the increase and pay for the
                  audit.
                  If the increase was less than [ * ] then the price would
                  remain where it was and CI would pay for the audit.
                  

              


      

       

      
        	
              	2.5.	
                All
                  Supply Prices quoted shall be understood as excluding VAT at the
                  statutory
                  tax rate or custom duties, to the extent payable. All taxes and
                  duties due
                  on the Products are the responsibility of DOLIAGE.
                  

              


      

       

      
        	
              	2.6.	
                DOLIAGE
                  will not sell materials which are provided to them free of
                  charge.

              


      

       

      
        	
              	2.7.	
                DOLIAGE
                  may return goods, including vacuum units which may require service,
                  to CI
                  only in accordance with CI’s returned goods policy. Used PNT rings cannot
                  be returned to CI. In general CI’s returned goods policy allows for the
                  return of goods which are received damaged (Section 16 below) from
                  CI.
                  Such damaged goods may be returned to CI at CI’s expense. CI will provide
                  shipping instructions for such returns. All other returned goods
                  will be
                  at the cost of DOLIAGE and such costs may be charged against the
                  PPL
                  (Section 5.2.2.2).

              


      

      
        
          
            ____________

            
              * 
                Confidential treatment has been requested with respect to certain portions
                of this exhibit. Omitted
                portions have been filed separately with the Securities and Exchange
                Commission.  This exhibit omits the information subject to the
                confidentiality request. Omissions are designated as [ * ].


            

          

          
            
              
              

            

            
              3/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	
              	2.8.	
                CI
                  will warrant the controller for a period of [ * ].
                  DOLIAGE will coordinate return of equipment under warranty, as
                  per the
                  instructions of CI, for repair or replacement. The costs of shipping
                  the
                  equipment under warranty from DOLIAGE’s facility to CI’s facility will be
                  the responsibility of CI.

              


      

       

      
        	
              	2.9.	
                CI
                  will attempt to repair equipment, which is out of warranty, at
                  the request
                  of DOLIAGE. DOLIAGE will be responsible for return shipping of
                  the out of
                  warranty equipment to CI. CI will provide a cost estimate for the
                  repair
                  and will only proceed if agreed to by DOLIAGE. The cost of shipping
                  repaired equipment back to DOLIAGE will be born by DOLIAGE and
                  all costs
                  incurred by DOLIAGE, which are not reimbursed by DOLIAGE’s customers,
                  associated with repair of out of warranty equipment can be charged
                  against
                  the PPL 

              


      

       

      
        	
              	2.10.	
                CI
                  will be responsible for the production of the Products, including
                  sourcing
                  of raw materials, CI guarantees that all Products shipped to DOLIAGE
                  will
                  be free from defects and in compliance with relevant regulatory
                  and
                  governmental requirements, including compliance with the requirements
                  of
                  an EU 2a device classification and applicable cGMP Rules and will
                  have
                  sufficient expiry dating to allow for distribution through normal
                  distribution channels. 

              


      

       

      
        	3.	
                SALES
                  OF PRODUCT OUTSIDE OF
                  TERRITORY

              


      

       

      
        	
              	3.1.	
                DOLIAGE
                  shall not actively sell the PRODUCTS in territories or to customers
                  groups
                  which (i) CI allocated exclusively to a third party or (ii) CI
                  reserves
                  for itself or for a company affiliated with CI.


              


      

       

      
        	
              	3.2.	
                Passive
                  sales outside the TERRITORY and sales on part of the customers
                  of DOLIAGE
                  shall not be restricted by this
                  provision.

              


      

       

      
        	4.	
                PROFIT
                  and LOSS CALCULATIONS

              


      

       

      
        	
              	4.1.	
                A
                  separate PRODUCT Profit and Loss statement (herein referred to
                  as the
                  “PPL”) will be established and maintained under this AGREEMENT. All
                  charges against and income credited to the PPL will be in line
                  with the
                  following guidelines. In the event that a specific charge or income
                  item
                  is not addressed below the PARTIES will discuss, in good faith,
                  how to
                  incorporate the specific item so that it is consistent and in the
                  spirit
                  of the guidelines outlined below.

              


      

       

      
        	
              	4.1.1.	
                [
                  * ] in support of the PRODUCTS within the TERRITORY will
                  be born
                  by DOLIAGE and included in the PPL.

              


      

       

      
        	
              	4.1.2.	
                [
                  * ] will be credited towards the
                  PPL.

              


      

       

      
        	
              	4.1.3.	
                DOLIAGE
                  will use best efforts to maximize the profits from sales of the
                  PRODUCTS
                  which is credited to the PPL

              


      

       

      
        	
              	4.1.4.	
                DOLIAGE
                  will not purposely offer discounts on PRODUCTS within the TERRITORY
                  in
                  order to increase sales or achieve acceptance of other products
                  which
                  DOLIAGE or one of its partners sell without the written approval
                  of CI. In
                  such situations the PARTIES will agree to what additional compensation
                  will be credited to CI or the PPL in consideration of the discounts
                  that
                  were offered on the PRODUCTS within the
                  TERRITORY.

              


      

      
        
          
            ____________

            
              * 
                Confidential treatment has been requested with respect to certain portions
                of this exhibit. Omitted
                portions have been filed separately with the Securities and Exchange
                Commission.  This exhibit omits the information subject to the
                confidentiality request. Omissions are designated as [ * ].


            

          

          
            
              
              

            

            
              4/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	
              	4.1.5.	
                CI
                  will share the cost of a clinical trial [ * ], up to a
                  maximum contribution of [ * ] per year during the
                  first two years of the contract for a total contribution not to
                  exceed
                  [ * ]. Payment will be made at the end of each calendar
                  year upon receipt of an invoice with sufficient detail to explain
                  the
                  actual costs incurred in performing the trial. Any payments made
                  by CI to
                  DOLIAGE in support of the clinical trial will be accounted for
                  in the
                  P&L and accounted for in the calculation of any profit sharing (for
                  example as income or an expense offset in the collaboration) so
                  as to
                  avoid an inappropriate charge against the calculation of the profit
                  sharing. The actual schedule of the clinical trial being beyond
                  DOLIAGE’s
                  control, any delay encountered while undertaking the trial will
                  be
                  reported by DOLIAGE to CI in order to extend accordingly the two
                  years
                  time frame originally planned for CI participation to the cost.
                  

              


      

       

      
        	
              	4.2.	
                The
                  PARTIES shall agree on the marketing plan and develop a mutually
                  agreed
                  upon budget for marketing activities related to the PRODUCTS
                  

              


      

       

      
        	
              	4.2.1.	
                DOLIAGE
                  will be responsible for all marketing costs for the PRODUCTS within
                  the
                  TERRITORY.

              


      

       

      
        	
              	4.2.2.	
                All
                  external costs [ * ] can be charged against the PPL at
                  full costs

              


      

       

      
        	
              	4.2.3.	
                [
                  * ]

              


      

       

      
        	
              	4.3.	
                DOLIAGE
                  will build and maintain a sales organization commensurate with
                  the sales
                  potential of the Products in the Territory and employ sales personnel
                  trained with sufficient product knowledge to sell the Products
                  adequately
                  within the Territory;

              


      

       

      
        	
              	4.3.1.	
                [
                  * ]

              


      

       

      
        	
              	4.3.2.	
                [
                  * ]

              


      

       

      
        	
              	4.4.	
                [
                  * ]

              


      

      
        
           

        

      

      
        	
              	4.5.	
                [
                  * ]

              


      

      
        
          
            ____________

            
              * 
                Confidential treatment has been requested with respect to certain portions
                of this exhibit. Omitted
                portions have been filed separately with the Securities and Exchange
                Commission.  This exhibit omits the information subject to the
                confidentiality request. Omissions are designated as [ * ].


            

          

          
            
              
              

            

            
              5/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	5.	
                PROFIT
                  SHARING

              


      

       

      
        	
              	5.1.	
                Revenue
                  sharing shall be based on a profit sharing model as outlined
                  below.

              


      

       

      
        	
              	5.2.	
                Profit/loss
                  from the sales of PRODUCTS will be calculated as
                  follows;

              


      

       

      
        	
              	5.2.1.	
                [
                  * ]

              


      

       

      
        	
              	5.2.1.1.	
                [
                  * ] 

              


      

       

      
        	
              	5.2.1.2.	
                [
                  * ]

              


      

       

      
        	
              	5.2.2.	
                [
                  * ]

              


      

       

      
        	
              	5.2.2.1.	
                [
                  * ]

              


      

      
        	
              	5.2.2.2.	
                [
                  * ]

              


      

      
        	
              	5.2.2.3.	
                [
                  * ]

              


      

      
        	
              	5.2.2.4.	
                [
                  * ]

              


      

      
        	
              	5.2.2.5.	
                [
                  * ]

              


      

      
        	
              	5.2.2.6.	
                [
                  * ]

              


      

      
        	
              	5.2.2.7.	
                [
                  * ]

              


      

      
        	
              	5.2.2.8.	
                [
                  * ]

              


      

       

      
        	
              	5.2.3.	
                [
                  * ] 

              


      

       

      
        	
              	5.3.	
                [
                  * ]

              


      

       

      
        	
              	5.4.	
                [
                  * ]

              


      

       

      
        	
              	5.5.	
                [
                  * ]

              


      

       

      
        	
              	5.6.	
                The
                  budget year for the PPL will coincide with DOLIAGE’s budget year, which
                  currently runs from October 1st
                  to
                  September 30th.

              


      

       

      
        	
              	5.7.	
                DOLIAGE
                  will submit the final detailed PPL for the prior budget year, from
                  which
                  the profit/loss will be calculated, by October 31st
                  of
                  the current budget year. For example, the final detailed PPL for
                  the
                  budget year October 1, 2006 to September 30, 2007 will be submitted
                  to CI
                  by October 31, 2007. CI will have the right to review the detailed
                  PPL and
                  if they disagree with specific aspects of PPL can request that
                  they be
                  adjusted. For the budget period from contract initiation until
                  September
                  30, 2006 the PPL will be prepared and agreed to by May 30,
                  2006.

              


      

      
        
          
            ____________

            
              * 
                Confidential treatment has been requested with respect to certain portions
                of this exhibit. Omitted
                portions have been filed separately with the Securities and Exchange
                Commission.  This exhibit omits the information subject to the
                confidentiality request. Omissions are designated as [ * ].


            

          

          
            
              
              

            

            
              6/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	
              	5.8.	
                In
                  the event that the PARTIES cannot agreed on whether a specific
                  charge or
                  income item should be included on the PPL, the PARTIES will have
                  an
                  independent auditor, acceptable to both PARTIES with such acceptance
                  not
                  to be unreasonably withheld, review the PPL and render a decision
                  on
                  whether the charge is valid. The PARTIES will share the costs of
                  the
                  audit

              


      

       

      
        	
              	5.9.	
                CI
                  can request once a year that an independent auditor, acceptable
                  to both
                  PARTIES with such acceptance not to be unreasonably withheld, review
                  the
                  entire PPL and all supporting documentation to verify that the
                  PPL was
                  prepared in compliance with this AGREEMENT. If it is found that
                  additional
                  monies are owed CI as a result of the audit then DOLIAGE will pay
                  the
                  additional funds. If the amount of the additional monies owed CI
                  is
                  greater than 10% of the monies originally calculated in the PPL
                  the costs
                  of the external auditor will be borne by DOLIAGE otherwise the
                  costs of
                  the external auditor will be the responsibility of CI. DOLIAGE
                  will
                  provide its own resources for such audit at no cost. Reasonable
                  advance
                  notice should be given by CI of its intention to perform such an
                  audit,
                  and reasonable usage of DOLIAGE resources will be made, so as not
                  to
                  affect DOLIAGE’s operation. 

              


      

       

      
        	
              	5.10.	
                The
                  PARTIES will use best efforts to finalize and close the PPL for
                  the prior
                  budget year by December 1st
                  of
                  the current budget year. For example, the PPL for the period October
                  1st,
                  2006, to September 30th, 2007 should be finalized and closed by
                  December
                  1st,
                  2007. 

              


      

       

      
        	
              	5.11.	
                [
                  * ]

              


      

       

      
        	6.	
                BUDGETS

              


      

       

      
        	
              	6.1.	
                DOLIAGE
                  will prepare a budget in line with the Sales and Marketing plan
                  agreed to
                  by the PARTIES. The PARTIES must mutually agree and approve each
                  annual
                  budget by December 31st
                  of
                  the prior year. For example the annual budget for the period October
                  1st
                  2006 to September 30th
                  2007 should be approved by December 31st,
                  2006.

              


      

       

      
        	
              	6.2.	
                If
                  the PARTIES do not agree on the budget submitted by DOLIAGE the
                  PARTIES
                  will discuss in good faith such differences and utilize best efforts
                  to
                  reach agreement on the annual
                  budget.

              


      

       

      
        	7.	
                FORECASTING

              


      

       

      
        	
              	7.1.	
                On
                  the first day of each calendar quarter, DOLIAGE shall provide CI
                  with a
                  written rolling forecast of the requirement for the Products, per
                  month,
                  for the then current calendar quarter and the next 3 (three) calendar
                  quarters. The forecast for the then current calendar quarter shall
                  be
                  binding, for the remaining calendar quarter’s non-binding.
                  

              


      

       

      
        	
              	7.2.	
                At
                  least three (3) months in advance of the requested delivery date
                  of the
                  Products, DOLIAGE shall submit to CI a written purchase order for
                  the
                  desired quantities of the Products (hereinafter referred to as
“Purchase
                  Order”). All Purchase Order shall be firm and binding upon the Parties
                  and
                  shall bear the exact quantity ordered and the agreed upon delivery
                  date.

              


      

      
        
          
            
              
                ____________

                
                  * 
                    Confidential treatment has been requested with respect to certain portions
                    of this exhibit. Omitted
                    portions have been filed separately with the Securities and Exchange
                    Commission.  This exhibit omits the information subject to the
                    confidentiality request. Omissions are designated as [ * ].


                

              

            

          

          
            
              
              

            

            
              7/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	8.	
                RELATIONSHIP
                  OF THE PARTIES

              


      

       

      DOLIAGE
        shall be an independent contractor of CI. This Agreement does not create
        any
        employer-employee, agency, joint venture or partnership relationship between
        CI
        and DOLIAGE. DOLIAGE is not authorized or empowered to act as agent for CI
        for
        any purpose, except those specifically outlined in this AGREEMENT, and shall
        not
        on behalf of CI either enter into any contract, undertaking, or agreement
        of any
        kind whatever, or make any promise, warranty, or representation with respect
        to
        the Products other than those published by CI in the advertising and sales
        promotional material provided to DOLIAGE

       

      
        	9.	
                NOTICES

              


      

       

      Any
        notices will be sent via facsimile and by a recognized express mail
        carrier:

       

      
        	If to DOLIAGE:	Laboratories DOLIAGE 
	 	81 rue de Verdun, 
	 	92150 Suresnes, 
	 	France 
	 	Facsimile: (33) 1 41 38 29
                55 
	 	Attention: CEO 
	 	 
	If to CI: 	Coronado Industries 
	 	16857 Saguaro Blvd 
	 	Fountain Hills, Arizona
                85268 
	 	USA
	 	Attention: CEO
	 	CC: Director
                of Operations
	 	Facsimile +1 480 837
                6870


      

       

      or
        to
        such other address as either Party may hereafter designate by notice to the
        other Party. The date of giving of any such notice shall be on the date received
        from an express mail carrier.

       

      
        	10.	
                FORCE
                  MAJEURE

              


      

       

      Neither
        Party hereto will be liable to the other for its failure to perform hereunder
        due to act of God, accident, fire, flood, storm, riot, sabotage, explosion,
        strike, labor disturbance, national defense requirement, governmental law,
        ordinance, rule or regulation, whether valid or invalid, inability to obtain
        electricity or other type of energy, raw materials, labor, equipment or
        transportation, or any other contingency beyond its reasonable control which
        would make performance commercially impracticable. In the event of a shortage
        of
        Products, CI reserves the right to allocate its inventory of Products as
        it may
        determine in its sole discretion. Either Party may terminate this Agreement
        by
        giving notice in writing to the other Party should an event of force majeure
        continue for more than 6 (six) months.

      
        
          
             

          

          
            
              
              

            

            
              8/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	11.	
                TRADEMARKS
                  AND PATENTS

              


      

       

      
        	
              	11.1.	
                CI
                  will be responsible for registering and maintaining all applicable
                  Patents
                  within the Territory as listed in Schedule B (hereinafter referred
                  to as
                  “Patents”) relating to the Products in the Territory at CI’s
                  costs.

              


      

       

      
        	
              	11.2.	
                By
                  virtue of the Agreement and DOLIAGE’s performance hereunder, DOLIAGE shall
                  acquire no interest in CI trademarks or corporate names, label
                  designs or
                  other identifying marks used to distinguish CI’s Products. Except for
                  undertaking such activities as are directly related to promoting
                  the sale
                  of the Product under this Agreement, DOLIAGE shall not make use
                  of the
                  name CI, or make use of any trademark or trade name which in the
                  judgment
                  of CI is confusingly similar thereto without the written consent
                  of
                  CI.

              


      

       

      
        	
              	11.3.	
                The
                  Parties will use their best efforts to discover any infringement
                  of any
                  Patent, Trademark or corporate name of Coronado Industries and
                  will
                  promptly notify each other of any such infringement or wrongful
                  use. Any
                  Proprietary Information provided shall be and remain the property
                  of CI,
                  and CI will impose any conditions with respect thereto which it
                  deems
                  reasonably necessary to preserve the confidential nature thereof.
                  DOLIAGE
                  will retain all Proprietary Information in strict confidence as
                  trade
                  secrets of CI and will not disclose, or permit any employee or
                  agent of
                  DOLIAGE to disclose, any Proprietary Information to anyone without
                  the
                  prior written approval of CI, provided, however, that such disclosure
                  may
                  be made to any employee of DOLIAGE who has a reasonable need for
                  access
                  thereto. For the purpose of this Agreement, the term “Proprietary
                  Information” shall mean all formulae, processes, and other information
                  relating to the distribution, sale, and use of any Product which
                  has been
                  or may hereafter be furnished to DOLIAGE and which would not be
                  available
                  to the general public otherwise than through violation of this
                  Agreement.

              


      

       

      
        	
              	11.4.	
                CI
                  shall use its best efforts so that DOLIAGE will not incur any claim
                  of
                  patent infringement as a result of distribution of the Products
                  within the
                  Territory under this Agreement. If such claims arise, and are attributable
                  to the actions of DOLIAGE allowed under this Agreement, CI will
                  at its own
                  costs use reasonable efforts to interfere and resolve the issue.
                  DOLIAGE
                  will notify CI immediately of any claims of patent infringement.
                  Any
                  liability for damages from an infringement as a direct result of
                  the sale
                  of the Products by DOLIAGE under the terms of this Agreement, will
                  be the
                  responsibility of CI. DOLIAGE will cooperate fully with CI to resolve
                  and/or defend against any claim of infringement under this
                  Agreement.

              


      

       

      
        	
              	11.5.	
                If
                  DOLIAGE is aware of a patent infringement on its territory, DOLIAGE
                  will
                  inform CI, and CI will at its own cost take any action to protect
                  the
                  patent rights.

              


      

       

      
        	
              	11.6.	
                Upon
                  the expiration or prior termination of this Agreement, DOLIAGE
                  will
                  exercise all necessary precautions to safeguard the secrecy of
                  Proprietary
                  Information and to prevent the unauthorized disclosure thereof,
                  DOLIAGE
                  will consult CI as to the procedures established by it for this
                  purpose
                  and will from time to time, if requested by CI, advise CI of the
                  procedures which it then has in effect.


              


      

       

      
        	12.	
                REGISTRATIONS
                  AND HEALTH AUTHORITY
                  INTERACTIONS

              


      

       

      
        	
              	12.1.	
                CI,
                  with the assistance of DOLIAGE, will be responsible for all interactions
                  with the relevant Health Authorities (HA’s), including but not limited to
                  the Type 2a device classification filling of the Product and any
                  maintenance of the Type 2a filling with the relevant
                  authorities.

              


      

      
        
          
             

          

          
            
              
              

            

            
              9/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	
              	12.2.	
                DOLIAGE
                  will bear the costs associated with any additional registration(s)
                  with or
                  applications to the relevant Health Authority(s) within in the
                  Territory
                  which are required to sell the
                  Products.

              


      

       

      
        	
              	12.3.	
                DOLIAGE,
                  as reasonably requested by CI, will assist, provide expertise and
                  interact
                  as required in dealing with the relevant HA’s in the
                  Territory.

              


      

       

      
        	
              	12.4.	
                CI
                  and DOLIAGE agree that a Type 2a device classification is required
                  to
                  allow the sale of the Products in the Territory. CI agrees to supply
                  DOLIAGE with Products meeting this classification and will not
                  knowingly
                  or negligently ship Products which does not meet this
                  classification.

              


      

       

      
        	13.	
                CLINICAL
                  TRIAL

              


      

       

      
        	
              	13.1.	
                DOLIAGE
                  will be allowed to perform, in collaboration with CI, clinical
                  trials in
                  order to enhance the marketability of the PRODUCTS within the
                  TERRITORY

              


      

       

      
        	
              	13.2.	
                The
                  clinical trials will involve up to 2/4 centers and approximately
                  100
                  patients.

              


      

       

      
        	
              	13.3.	
                The
                  protocols for the clinical trials will be approved by both Parties
                  and
                  respective Ethical Committees prior to initiation of the
                  study.

              


      

       

      
        	
              	13.4.	
                The
                  costs of performing the clinical trial will be born by DOLIAGE.
                  CI will
                  reimburse DOLIAGE as outlined Section 4.1.5
                  above

              


      

       

      
        	
              	13.5.	
                DOLIAGE
                  will have in place confidentiality agreements with all clinicians
                  involved
                  with the clinical trial. DOLIAGE will do its best to prevent any
                  non-agreed dissemination regarding the clinical trial or its results
                  without the prior consent of CI.

              


      

       

      
        	
              	13.6.	
                All
                  information developed as part of the clinical trial will be considered
                  as
                  Confidential Information (as defined below under Section 14) and
                  cannot be
                  used for any other purpose by DOLIAGE other than to promote the
                  Products
                  in a way which is beneficial for the Product. In the event the
                  AGREEMENT
                  is terminated then all information collected under this Agreement,
                  including the information gathered as part of the clinical trial
                  will
                  become the property of CI. DOLIAGE also acknowledges that it will
                  not use
                  any of the information obtained under this Agreement, including
                  information obtained as part of the clinical trial, to promote
                  another
                  device which would compete with the
                  PRODUCTS.

              


      

       

      
        	14.	
                TERM
                  AND TERMINATON

              


      

       

      
        	
              	14.1.	
                The
                  term of this Agreement shall be for a period of eight (8) years
                  from the
                  Effective Date of this Agreement (hereinafter referred to as “Initial
                  Term”). Following the Initial Term outlined above, this Agreement will
be
                  automatically renewable on an annual basis, unless either Party
                  notifies
                  the other 6 months prior to expiration of the Initial Term, or
                  each annual
                  extension, of their intention not to
                  renew.

              


      

      
        
          
             

          

          
            
              
              

            

            
              10/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	
              	14.2.	
                If
                  DOLIAGE’s cumulative losses, which will be calculated as their costs
                  directly associated with the AGREEMENT less any monies from the
                  envisioned
                  profit share, over the first two years of the AGREEMENT exceed
                  150,000
                  Euros DOLIAGE will have an option to request a renegotiation of
                  the
                  AGREEMENT and if CORONADO declines to terminate the
                  AGREEMENT

              


      

       

      
        	
              	14.3.	
                CI
                  shall have the option to terminate, upon ninety (90) days’ written notice,
                  if ownership or control (for example. greater than 50.01 % of the
                  shares)
                  of DOLIAGE is transferred to a third party, which is considered
                  by CI to
                  be detrimental for CI’s interests. Either Party may terminate this
                  Agreement if the other Party is adjudged bankrupt, files or has
                  filed
                  against it any petition under any bankruptcy or insolvency law,
                  has a
                  receiver appointed for its business or property, or makes a general
                  assignment for the benefit of its
                  creditors.

              


      

       

      
        	
              	14.4.	
                DOLIAGE
                  hereby accords CI upon termination or expiration of this Agreement
                  an
                  option to repurchase from DOLIAGE all or any part of DOLIAGE’ inventory of
                  that Products, which DOLIAGE will not need in order to fulfill
                  its
                  delivery commitments towards its customers for commitments which
                  can be
                  documented were made prior to termination of expiration of this
                  Agreement
                  (hereinafter referred to as “Inventory Products”), at the price paid
                  therefore by DOLIAGE (hereinafter referred to as “Repurchase Price”),
                  pursuant to the following
                  procedures:

              


      

       

      
        	
              	14.4.1.	
                Within
                  five (5) days after the effective date of termination, DOLIAGE
                  shall
                  submit to CI a written schedule reflecting all Inventory Products
                  then
                  owned by or in DOLIAGE’ possession. Said schedule shall identify each
                  Inventory Product and shall indicate the quantity thereof on
                  hand.

              


      

       

      
        	
              	14.4.2.	
                Within
                  ten (10) days after the receipt of such schedule by CI, CI shall
                  have the
                  right to inspect the inventory reflected on such
                  schedule.

              


      

       

      
        	
              	14.4.3.	
                Within
                  five (5) days after completion of CI’s inspection of said inventory, CI
                  shall give written notice of its election to repurchase all or
                  any part of
                  the Inventory Products.

              


      

       

      
        	
              	14.4.4.	
                Upon
                  receipt of said notice of repurchase, DOLIAGE shall forthwith deliver
                  such
                  Inventory Products as may be specified therein to a carrier designated
                  by
                  CI and at the costs of CI. Payment of the Repurchase Price as hereinabove
                  provided shall be made by CI to DOLIAGE within five (5) days after
                  the
                  delivery of said Products to
                  carrier.

              


      

       

      
        	
              	14.5.	
                Upon
                  termination or expiration of this Agreement, DOLIAGE shall immediately
                  cease to represent itself as an authorized distributor of CI with
                  respect
                  to the Products. 

              


      

       

      
        	
              	14.6.	
                CI
                  can elect, but will have no obligation, to provide additional product
                  in
                  order to allow DOLIAGE’ to fulfill commitments towards its customers
                  following termination or expiration of this
                  Agreement.

              


      

       

      
        	
              	14.7.	
                The
                  termination or expiration of this Agreement shall not release either
                  Party
                  from the obligation to pay any sum that may be owing to the other
                  Party or
                  operate to discharge any liability that had been incurred by either
                  Party
                  prior to any such termination.

              


      

      
        
          
             

          

          
            
              
              

            

            
              11/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	
              	14.8.	
                Failure
                  by a Party to comply with any of its material obligations contained
                  in
                  this Agreement, including payment term obligations, shall entitle
                  the
                  non-defaulting Party to give to the defaulting Party written notice
                  specifying the nature of the default and requiring the defaulting
                  Party to
                  make good such default. If such default is not cured within sixty
                  (60)
                  days after the receipt of such notice (or, if such default is not
                  capable
                  of being cured within such sixty (60) day period, within such amount
                  of
                  time as may be reasonably necessary to cure such breach, as long
                  as the
                  Defaulting Party is making diligent efforts to do so, except in
                  the case
                  of payment default, as to which the defaulting Party shall have
                  only a
                  sixty (60) day cure period), the non-defaulting Party shall be
                  entitled
                  immediately to terminate this Agreement by giving written notice
                  to the
                  defaulting Party. The right of a Party to terminate this Agreement,
                  as
                  hereinafter provided, shall not be affected in any way by its waiver
                  or
                  failure to take action with respect to any previous
                  default.

              


      

       

      
        	
              	14.9.	
                The
                  Parties may agree in writing, signed by both Parties, to terminate
                  this
                  Agreement in its entirety. In such an event, the Parties shall
                  agree to
                  the effects of such termination at that
                  time.

              


      

       

      
        	
              	14.10.	
                If
                  the PARTIES cannot agree on the annual budget as outlined under
                  Clause 6
                  by November 15th
                  of
                  the prior year then either PARTY may elect to terminate this
                  AGREEMENT.

              


      

       

      
        	
              	14.11.	
                In
                  the event this AGREEMENT is terminated under clause 14.10 above
                  then
                  Clauses 14.4, 14.4.1, 14.4.2, 14.4.3, 14.4.4, 14.4.5, 14.5, 14.6
                  and 14.7
                  will apply.

              


      

       

      
        	15.	
                CONFIDENTIALITY

              


      

       

      A
        separate Confidentiality Agreement has been previously executed by the PARTIES
        and is incorporated by reference into this AGREEMENT

       

      
        	16.	
                ASSIGNMENT

              


      

       

      
        	
              	16.1.	
                This
                  Agreement shall be binding upon the successors and assignees of
                  CI and
                  DOLIAGE. 

              


      

       

      
        	
              	16.2.	
                Either
                  Party may assign this Agreement to a wholly owned subsidiary or
                  other
                  entity in which the transferring Party has a majority share and
                  operational control. In case of such an assignment, the assigning
                  party
                  will remain jointly and severally liable for all of its obligations
                  under
                  this Agreement.

              


      

       

      
        	
              	16.3.	
                This
                  Agreement shall not be assignable by either Party to an independent
                  third
                  party, without the prior written consent of the other Party, such
                  consent
                  not to be unreasonably withheld.

              


      

       

      
        	17.	
                INDEMNIFICATION
                  / DEFECTS OF THE PRODUCTS

              


      

       

      
        	
              	17.1.	
                CI
                  will indemnify, defend and hold harmless DOLIAGE from any and all
                  liability, loss, or damage DOLIAGE may suffer as a result of claims,
                  demands, costs, or judgment against it arising from product liabilities
                  of
                  any kind under any jurisdiction provided that such product liability
                  is
                  not based on DOLIAGE’ negligence in storing, maintaining, labeling,
                  promoting or selling the Products or otherwise failing to comply
                  with
                  applicable laws and regulations and the terms of this Agreement.
                  In the
                  latter case, DOLIAGE will indemnify, defend and hold harmless CI
                  from any
                  and all liability, loss or damage CI may suffer as a result of
                  such
                  claims, demands, costs or judgments against it.


              


      

      
        
          
             

          

          
            
              
              

            

            
              12/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	
              	17.2.	
                For
                  the duration of this Agreement, each Party will maintain, at each
                  Party’s
                  own expense, insurance coverage from a reputable insurance carrier
                  in the
                  amount of a minimum of USD $1.0 million per incidence. Upon request
                  of a
                  Party, the other Party shall submit a copy of the respective certificate
                  of insurance. 

              


      

       

      
        	
              	17.3.	
                DOLIAGE
                  shall inspect the delivered Products immediately following delivery
                  by CI
                  insofar it is practicable in the orderly course of business and
                  notify
                  apparent defects to CI within 14 days after their discovery. All
                  other
                  defects, such as hidden defects, will be notified by DOLIAGE within
                  14
                  days after their discovery. 

              


      

       

      
        	
              	17.4.	
                If
                  (i) the Products delivered by CI are agreed by the Parties to be
                  defective
                  and/or (ii) if it turns out and the Parties agree that the Products
                  were
                  damaged prior to receipt by DOLIAGE and/or (iii) the Parties agree
                  that
                  the Products do not have the agreed upon quality, DOLIAGE shall
                  have the
                  right to request defect-free goods as replacement. In the event
                  that CI
                  cannot deliver within 45 days following notification by DOLIAGE
                  and
                  agreement between the Parties that the Products are defective as
                  described
                  under (i) - (iii) above DOLIAGE will have the right to cancel the
                  respective individual orders involving the above goods and receive
                  a
                  refund of any monies paid to CI. Removal and return deliveries
                  of
                  defective Products shall be effected at CI ́s costs and
                  risk.

              


      

       

      
        	18.	
                MISCELLANEOUS

              


      

       

      
        	
              	18.1.	
                The
                  provisions of this Agreement shall be construed and the performance
                  thereof governed in accordance with the laws of the State of New
                  York,
                  USA.

              


      

       

      
        	
              	18.2.	
                All
                  sub-distributors selected by DOLIAGE must be pre-approved by CI.
                  The
                  consent of CI shall not be unreasonably withheld. In the event
                  that
                  DOLIAGE becomes aware that a sub-distributor is in violation of
                  any part
                  of this Agreement DOLIAGE will immediately inform CI and will take
                  all
                  necessary actions to ensure compliance with this Agreement by the
                  sub-distributor.

              


      

       

      
        	
              	18.3.	
                The
                  article headings in this Agreement are inserted for convenience
                  only and
                  shall not be deemed to be part of this Agreement or considered
                  in
                  construing this Agreement.

              


      

       

      
        	
              	18.4.	
                This
                  Agreement constitutes the entire understanding between the Parties
                  and
                  supersedes any previous written or oral agreements or understandings
                  between the Parties.

              


      

       

      
        	
              	18.5.	
                No
                  modification to or waiver of the terms or conditions hereof shall
                  be
                  binding upon either Party unless approved in writing by an authorized
                  representative and no modification can be made by the acknowledgment
                  of
                  acceptance or by the use of purchase order forms containing other
                  or
                  different terms or conditions.

              


      

       

      
        	
              	18.6.	
                This
                  Agreement may be executed in one or more counterparts, each of
                  which shall
                  be deemed an original but all of which shall constitute one and
                  the same
                  instrument.

              


      

      
        
          
             

          

          
            
              
              

            

            
              13/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	
              	18.7.	
                Should
                  the effects of this Agreement resulting from future unforeseen
                  events and
                  developments lead to an unjust hardship for either Party and which
                  hardship does not correspond with the intention of the Parties
                  in good
                  faith, the Parties shall without delay enter into negotiations
                  to see in
                  what way the conditions of the Agreement can be modified to suit
                  altered
                  circumstances.

              


      

      
        
           

        

      

      
        	
              	18.8.	
                Neither
                  the general terms of sale and delivery of CI nor the general terms
                  of
                  purchase of DOLIAGE shall apply to this Agreement or the individual
                  transactions concluded on its basis. This shall also apply if either
                  Party
                  refers to its general terms and conditions when concluding an individual
                  transaction.

              


      

       

      
        	
              	18.9.	
                All
                  disputes arising out of or in connection with this Agreement shall
                  first
                  be attempted to be settled between the Parties on a good faith
                  basis. If
                  the Parties are unable to resolve the dispute within 60 (sixty)
                  days from
                  the receipt by one Party of the other Party’s written notice asking for
                  such amicable settlement discussions, then such dispute shall be
                  finally
                  settled by arbitration in accordance with the International Chamber
                  of
                  Commerce (ICC) Rules of Arbitration by three arbitrators, appointed
                  in
                  accordance with said rules. The place of arbitration shall be New
                  York
                  City, New York, USA. The proceedings shall be conducted and all
                  documentation shall be presented in
                  English.

              


      

      
        
          
             

          

          
            
              
              

            

            
              14/17

              
                

              

            

            
              
              

            

             

          

        

      

      
        	19.	
                SCHEDULES

              


      

       

      
        	
              	19.1.	
                Schedule
                  A:   Products

              


      

      
        	
              	19.2.	
                Schedule
                  B:    Patent

              


      

       

      IN
        WITNESS THEREOF,
        the
        Parties have executed this Agreement as of the day and year first written
        above.

       

      
        	CORONADO
                INDUSTRIES, Inc. 	 	Laboratories
                DOLIAGE
	 	 	 
	By:   	/s/ 	 	By:  
                	/s/ 
	 	
                

              	 	 	
                

              
	 	Name
Title	 	 	Name
Title


      

      
 

       

      

        
          
            
            

          

          
            15/17

            
              

            

          

          
            
            

          

        



      SCHEDULE
        A

       

       

      
        	Products 	 	 
	 	 	PNT Vacuum Controller - Model
                1000
	 	 	 
	 	 	PNT Sterilized/Single Use/Disposable
                Ring -
                pre-sterilized polypropylene 3-port PNT ring. One (1) sterilized
                ring per
                sealed Tyvek® pouch. 100 rings per carton


      

       

       

      

        
          
            
            

          

          
            16/17

            
              

            

          

          
            
            

          

        



      SCHEDULE
        B

       

      


      
         

        
          	Patents 	 	 
	 	 	Patent Number 0790803 ‘Open Angle Glaucoma
                  Treatment Apparatus’ issued February 19,
                  2003


        

         

         

      

      
        
           

          
            
              
              

            

            
              17/17