In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

EXHIBIT 4.1 CONSULTING AGREEMENT THIS AGREEMENT is dated for reference the 1st day of February, 2020 (the Effective Date). BETWEEN: CORAL GOLD RESOURCES LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its head office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3Pl (the Company) AND: INTERMARK CAPITAL CORP., a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3PI (the Consultant) WHEREAS: A. The Company is a mining and exploration company, whose common shares are listed on the TSX Venture Exchange and OTCQX;

B. The Consultant provides management and financial consulting services to exploration and development companies, and the principal shareholder of the Consultant, David Wolfin (the Principal), has been the President and Chief Executive Officer and a director of the Company; and

C. The Company wishes to engage the management and financial services of the Consultant, and the Consultant wishes to be engaged by the Company, to perform the functions of a management consultant to the Company as set forth herein below. NOW THEREFORE, in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows: 1. ENGAGEMENT OF CONSULTANT

1.1 The Company hereby appoints and engages the Consultant as a consultant with respect to the Services (as defined below) and the Consultant hereby accepts such appointment and engagement by the Company, all upon and subject to the terms and conditions of this Agreement.

2. SERVICES OF CONSULTANT

2.1 During the Term (as defined below), the Consultant shall provide to the Company advisory and consulting services as more particularly set forth in Schedule A or as the Company may request from time to time (collectively, the Services).

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2.2 The Consultant shall at all times and in all respects do its utmost to enhance and develop the business interests and welfareof the Company.

2.3 The Consultant shall be subject to such supervision as may be imposed by the Company in its sole discretion, and the Consultant shall furnish regular reports and any other data and information relating to the Services as may, from time to time, be requested by the Company.

2.4 The Consultant shall provide its services to the Company.

3. FEES

3.1 The Company will pay the Consultant basic remuneration for its services in the sum of $10,000 per month (the Consulting Fee) commencing on the 1st day of February, 2020, and payable on the last day of each month thereafter up to and including the 31st day of January, 2025, together with any such increments thereto as the Compensation Committee of the Board of Directors of the Company may from time to time determine. In addition, the Company will pay to the Consultant all reasonable expenses of the Consultant as agreed to from time to time which are incurred by the Consultant in delivery of the Services, based on monthly invoices submitted to the Company, including copies of all paid receipts; plus harmonized sales taxes or goods and services taxes, as the case may be, in addition to the Consulting Fees, which taxes will be remitted by the Consultant to the Canada Revenue Agency.

4. TERM AND RENEWAL

4.1 During the term of this Agreement, the Consultant shall provide its Services to the Company through its Principal, and the Consultant shall ensure that the Principal will be available to provide such Services to the Company in a timely manner.

4.2 The term of this Agreement is for a period of five (5) years (the Term) commencing on the Effective Date and, unless terminated earlier in accordance with the termination provisions of this Agreement, ending on January 31, 2025.

5. TERMINATION

5.1 This Agreement can be terminated at any time prior to the expiry of the Term, as follows: (a) by the Consultant electing to give the Company not less than 3 months prior notice of such termination;

(b) by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting Fee;

(c) by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate this Agreement, then the Consultant will be immediately entitled to a termination payment equal to CDN$750,000; and

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(d) For the purpose of this clause, a Change of Control shall be deemed to have occurred when: (i) any person, entity or group becomes the beneficial owner of 20% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors, and such person, entity or group uses such effective voting control to change a majority of the Board of Directors of the Company, either all at once or through any series of elections and appointments when considered together; or

(ii) completion of the sale or other disposition by the Company of all or substantially all of the Company's assets or a reorganization or merger or consolidation of the Company with any other entity or corporation, other than: (A) a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1 % of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation; or

(B) a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor. 5.2 On any termination of this Agreement under Section 5.l (a), (b), or (c) all outstanding stock options granted to the Consultant shall be exercisable in accordance with the terms of the option agreements covering such grants. If there is any inconsistency between the terms of this Agreement and the terms of any stock option agreement governing the grant of any stock options to the Consultant or the Principal, then the terms of such stock option agreement shall prevail.

5.3 This Agreement and the Term shall terminate automatically, without any prior notice or any payment to the Consultant, inthe event that: a. the five year Term expires on January 31, 2025;

b. the Consultant should no longer be able to provide the Services through the Principal for any reason;

c. upon the death or permanent incapacity of the Principal; or

d. The Consultant commits any material breach of this Agreement which breach is not remedied within 30 days after notice to the Consultant of such breach. 6. CONFIDENTIALITY

6.1 The Consultant acknowledges and agrees that in the performance of its obligations under this Agreement, it may obtain knowledge of Confidential Information (as defined below) relating to the business or affairs of the Company or its affiliated companies (the Affiliated Companies).

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The Consultant and the Principal shall not, without the prior written consent of the Company, either during the Term or at any time thereafter: (a) use or disclose any Confidential Information outside of the Company or the Affiliated Companies;

(b) except in undertaking the Services, remove or aid in the removal from the premises of the Company or any of the Affiliated Companies any Confidential Information or any property or material relating thereto; or

(c) use the Confidential Information for any purpose other than in performing the Services. 6.2 The Consultant shall exercise a reasonable degree of care in safeguarding the aforementioned Confidential Information against loss, theft, or other inadvertent disclosure, and further agrees to take all reasonable steps necessary to ensure the maintenance of confidentiality.

6.3 Upon the termination of this Agreement, or upon the Company's earlier request, the Consultant and the Principal shall promptly deliver to the Company all of the Confidential Information that the Consultant and the Principal may have in their possession or control.

6.4 In this Agreement, Confidential Information shall mean any information or knowledge including, without limitation, any document, materials, know how, discovery, strategy, method, idea, client list, marketing strategy or employee compensation, or copies or adaptations thereof, that relates to the business or affairs of the Company and I or the Affiliated Companies; and is private or confidential in that it is not generally known or available to the public. Without limiting the generality of the forgoing Confidential Information will include: (a) information regarding the Company and the Affiliated Companies' business operations, methods and practices, including marketing strategies, product pricing, margins and hourly rates for staff, costs and all information regarding the financial affairs of the Company and the Affiliated Companies;

(b) all information related to the mineral exploration interests of the Company and the Affiliated Companies including maps, data, records, reports, technical studies, drill hole logs, calculations, opinions, charts, drawings, sketches, plans, documents, summaries, memoranda, analysis and all geological or technical information;

(c) all information related to the properties, projects, facilities, equipment and other assets used in the business of the Company and the Affiliated Companies, and all information related to the exploration or development of (or potential exploration or development of) the Company and the Affiliated Companies' properties or projects, including without limitation any properties or projects in respect of which the Company has made any application or is in any negotiations for the acquisition of an ownership, leasehold or other interest in;

(d) terms of the Company and the Affiliated Companies' relationship with, its investors, (if not otherwise publically available), partners, clients, suppliers of products or services, and the Company and the Affiliated Companies' referral sources;

(e) all information concerning exploration, financing or other business opportunities of the Company and the Affiliated Companies, including all projects, ventures or joint ventures considered by the Company and the Affiliated Companies, whether or not pursued; and

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(f) all trade secrets or other confidential or proprietary information of the Company and the Affiliated Companies including, business plans, concepts, techniques, processes, designs, data, software programs, formula, development or experimental work, work in process or other know-how.

(g) Confidential Information shall specifically not include anything that:

(h) is in or enters lawfully into the public domain other than as a result of a disclosure by the Consultant or the Principal;

(i) becomes available to the Consultant on a non-confidential basis from a source other than the Company or the affiliated Companies, or any of its representatives, and that source was not under any obligation of confidentiality; or

(j) the Consultant is required to disclose pursuant to an order of a court of competent jurisdiction or by the operation of law; provided that, the Consultant provides prompt prior written notice to the Company of such required disclosure and of the action which is proposed to be taken in response. In such an event, and only after the Consultant shall have made a reasonable effort to obtain a protective order or other reliable assurance affording such information confidential treatment, the Consultant shall furnish only that portion of the Confidential Information which it is required to disclose. 7. NON-SOLICITATION

7.1 The Consultant covenants, undertakes and agrees with the Company that during the Term and for a period of one year from the date of expiration or termination of this Agreement for any reason whatsoever, it shall not, on its own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, offer employment to or solicit the employment of or otherwise entice away from the employment of the Company or any of the Affiliated Companies, any individual who is employed or engaged by the Company or any of the Affiliated Companies at the date of expiration or termination of this Agreement or who was employed or engaged by the Company or any of the Affiliated Companies, within the one year period immediately preceding the date of expiration or termination of this Agreement, as applicable.

7.2 The Consultant acknowledges and agrees that the above restriction on non-solicitation is reasonable and necessary for the proper protection of the businesses, property and goodwill of the Company and the Affiliated Companies.

8. DISCLOSURE AND ASSIGNMENT OF PROJECTS AND WORKS

8.1 The Consultant agrees that all discoveries, maps, technical studies, plans, spreadsheets, documents, inventions, copyright, software, improvements, know-how or other intellectual property, whether or not patentable or copyrightable, created by the Consultant during the Term of this Agreement pertaining to any service, matter, thing, process or method related to this Agreement (the Works) will be the sole and absolute property of the Company. The Consultant will keep and maintain adequate and current written records of all Works made, which records will be available at all times to the Company and will remain the sole property of the Company.

8.2 The Consultant will assist the Company in obtaining and enforcing, for the Company's own benefit, patents, copyrights and any other protections in any and all countries for any and all Works made by the Consultant (in whole or in part) the rights to which belong to or have been assigned to the Company. The Consultant agrees, upon request, to execute all applications, assignments, instruments and papers and perform all acts that the Company or its counsel may deem necessary or desirable to obtain any and all patents, copyrights or other protection in such Works and otherwise to protect the interests of the Company therein.

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9. COMPLIANCE WITH LAWS

9.1 The Services undertaken by the Consultant under this Agreement shall be in full compliance with all applicable laws andconsistent with a high degree of business ethics.

10. INDEMNIFICATION

10.1 The Consultant shall indemnify and save harmless the Company for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Company arising out of third party claims relating to the presence or activities of the Consultant or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by: (a) any breach of the Consultant's obligation in Section 9 herein; and

(b) any negligence, willful misconduct or fraud on the part of the Consultant in performing the Services. 10.2 Subject to the Consultant's obligation to indemnify the Company under this Section 10, and provided that the Consultant has not breached Section 9, the Company shall indemnify and save harmless the Consultant for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Consultant arising out of third party claims relating to the presence or activities of the Consultant and/or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by the negligence, willful misconduct or fraud on the part of the Company.

10.3 Neither the Company nor the Consultant shall be liable for any consequential loss, including but not limited to, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down-time cost, service interruption, cost of money, injury or damage of any character whatsoever.

11. REMEDIES

11.1 The Consultant acknowledges and agrees that any breach of this Agreement by it could cause irreparable damage to the Company and I or the Affiliated Companies and that in the event of a breach by the Consultant, the Company shall have in addition to any and all other remedies at law or in equity, the right to an injunction, specific performance or other equitable relief to prevent any violation by the Consultant of any of the provisions of this Agreement. In the event of any such dispute, the Consultant agrees that the Company shall be entitled, without showing actual damages, to a temporary or permanent injunction restraining conduct of the Consultant pending a determination of such dispute and that no bond or other security shall be required from the Company in connection therewith. The Consultant acknowledges and agrees that the remedies of the Company specified in this Agreement are in addition to and not in substitution for any other rights and remedies of the Company at law or in equity and that all such rights and remedies are cumulative and not alternative or exclusive of any other rights or remedies and that the Company may have recourse to any one or more of its available rights and remedies as it shall see fit.

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12. RELATIONSHIP

12.1 The Company and Consultant each acknowledge and agree that the only relationship of the Consultant to the Company created by this Agreement shall for all purposes be that of a contractor, and all persons employed or engaged by the Consultant, including David Wolfin in connection herewith shall for all purposes be considered to be employed or engaged, as applicable, by the Consultant and not by the Company. The Company shall have no obligation whatsoever to pay or compensate the Consultant and/or any representative of the Consultant including David Wolfin, for taxes of any kind whatsoever that arise out of or with respect to any Consulting Fee, or any other fee, remuneration or compensation provided to the Consultant under this Agreement.

12.2 The Consultant shall fully indemnify and hold harmless the Company from and against all assessments, claims, liabilities, costs, expenses and damages that the Company and I or any of the Affiliated Companies may suffer or incur with respect to any such taxes or benefits. For greater clarity, the Consultant is solely responsible for the deduction and remissions of income tax, pension and employment insurance in respect of any employees retained by the Consultant to perform the services under this Agreement. Furthermore, if these amounts are not remitted, the Consultant will, in addition to any other provision under this Agreement, indemnify and hold harmless the Company, its subsidiaries, affiliates and their respective directors and officers from and against any claim for taxes, penalties and for withholding of funds by the applicable tax, worker's compensation, employment standards and insurance agencies or any other government agency with respect to any amount found to be payable by the Company to such agency or commission in respect of the Consultant's provision of services under this Agreement, including any legal fees incurred by the Company in defending such claims.

13. SURVIVAL OF TERMS

13.l Sections 6 through 12, inclusive, and this Section 13, shall survive and remain in force notwithstanding the expiration or other termination of this Agreement for any reason whatsoever. Any expiration or termination of this Agreement shall be without prejudice to any rights and obligations of the parties hereto arising or existing up to the effective date of such expiration or termination, or any remedies of the parties with respect thereto.

14. LIMITED AUTHORITY AS AGENT

14.1 Unless otherwise agreed to in writing by the parties, the Consultant may not act as an agent of the Company; however, this does not and is not intended to restrict the powers of the Principal to act as President and Chief Executive Officer of the Company in any way. Without limiting the generality of the foregoing, the Consultant shall not commit or be entitled to commit the Company to any obligation whatsoever nor shall the Consultant incur or be entitled to incur any debt or liability whatsoever on behalf of the Company, except as otherwise agreed to by the Company.

15. NO ASSIGNMENT

15.1 Neither this Agreement nor any of the rights of any of the parties under this Agreement shall be assigned without thewritten consent of all the parties.

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16. SUCCESSORS AND ASSIGNS

16.1 The Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors,administrators, successors and permitted assigns, as the case may be.

17. WAIVER

17.1 Any waiver of any breach or default under this Agreement shall only be effective if in writing signed by the party against whom the waiver is sought to be enforced, and no waiver shall be implied by indulgence, delay or other act, omission or conduct. Any waiver shall only apply to the specific matter waived and only in the specific instance i n which it is waived.

18. GOVERNING LAWS

18.1 Unless otherwise agreed to in writing by the parties, the Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties hereto submit and attorn to the jurisdiction of the courts of the Province of British Columbia.

19. FURTHER ASSURANCES

19.1 Each of the parties shall, on request by the other party, execute and deliver or cause to be executed and delivered all such further documents and instruments and do all such further acts and things as the other party may reasonably require to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement and to ensure the completion of the transactions contemplated hereby.

20. NOTICES

20.1 All notices required or permitted under this Agreement shall be in writing and shall be given by delivering such notice or mailing such notice by pre-paid registered mail, by facsimile transmission or electronic mail to the addresses provided under the names of each party on the first page to this Agreement. Any such notice or other communication shall, if delivered, be deemed to have been given or made and received on the date delivered (or the next business day if the day of delivery is not a business day), and if mailed, shall be deemed to have been given or made and received on the fifth business day following the day on which it was so mailed and if faxed (with confirmation received) shall be deemed to have been given or made and received on the day on which it was so faxed (or the next business day if the day of sending is not a business day). The parties may give from time to time written notice of change of address in the manner aforesaid.

21. CONSTRUCTION

21.1 In this Agreement, unless otherwise indicated: (a) Agreement means this Consulting Agreement;

(b) the words include, including or in particular, when following any general term or statement, shall not be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

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(c) herein, hereby, hereunder, hereof', hereto and words of similar import, refer to this Agreement as a whole and not to any particular Section of this Agreement;

(d) a reference to a statute means that statute, as amended and in effect as of the date hereof, and includes each and every regulation and rule made thereunder and in effect as of the date hereof, and includes all amendments thereof given effect from time to time;

(e) a reference to a Section means, unless the context otherwise requires, that specific Section in Agreement;

(f) a reference to a consent, notice or agreement means a consent, notice or agreement, as the case may be, by an authorized representative of the party or parties thereto;

(g) where a word, term or phrase is defined herein, its derivatives or other grammatical forms have a corresponding meaning;

(h) all words, other than defined terms, used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include the singular or the plural and the masculine, feminine or body corporate, as the context may require;

(i) time is of the essence;

(j) in the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a business day, such action shall be required to be taken on the next succeeding day which is a business day;

(k) references to a party or parties are references to a party or parties to this Agreement;

(l) the headings in this Agreement form no part of this Agreement and shall be deemed to have been inserted for convenience only;

(m) unless otherwise agreed to in writing by the parties, all dollar amount referred to herein are expressed in Canadian dollars; and

(n) the Effective Date of this Agreement shall be February 1, 2020, despite the actual date of execution of this Agreement. 22. SEVERABILITY

22.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, then tothe fullest extent permitted by law: (a) all other provisions of this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible; and

(b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. 23. COUNTERPARTS AND FACSIMILE

23.l This Agreement may be executed in one or more counterparts and delivered by facsimile, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

24. INDEPENDENT LEGAL ADVICE

24.1 The Company has recommended to the Consultant that it obtain independent legal advice prior to signing this Agreement. The Consultant acknowledges that it has received independent legal advice or have waived the opportunity to do so and have elected to proceed without benefit of same.

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IN WITNESS WHEREOF this Agreement has been executed as of the Effective Date. CORAL GOLD RESOURCES LTD. Per: Ronald Andrews Authorized Signatory INTERMARK CAPITAL CORP. Per: David Wolfin Authorized Signatory

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THIS IS SCHEDULE A TO THE CONSULTING AGREEMENT BETWEEN CORAL GOLD RESOURCES LTD. AND lNTERMARK CAPlTAL CORP. Description of Consulting Services: The Consultant shall provide management and financial consulting services, including the supervision of the senior management, all staff, and all field personnel of the Company, whether employees or consultants, strategic planning and property acquisitions, strategic financial planning and annual budget reviews, as well as the implementation and monitoring of the Company's compliance with continuous reporting requirements, internal controls over accounting systems and financial reporting to the Company. Duties and Responsibilities: The Executive shall serve the Company as an executive officer in the position of President and Chief Executive Officer. The Executive shall report to the Board and shall undertake and perform the following duties and responsibilities: · actively engage with the Board to ensure that the initiatives of the management team are aligned with the strategic direction and objectives for the Company that have been established by the Board;

· provide overall direction for the Company in order for it to implement agreed strategies in order to meet Company goals and objectives;

· provide shareholder and investor communication and manage key investment banking and institutional relationships;

· make decisions in line with organizational goals, leading to desired results, and will be responsible and accountable for results;

· create and sustain the organizational culture and environment needed to achieve objectives and results and recruit and retain a high-performance operating team;

· oversee the implementation and monitoring of internal controls, reporting compliance obligations, sign off on CEO Certificates for the interim and annual financial statements and setting environmental protection policies; and

· such other duties and responsibilities as may be assigned or vested in him by the Board from time to time and which are consistent with the duties and responsibilities of a President and Chief Executive Officer. The Executive agrees, during the continuance of his employment, to devote sufficient working time, services, skill and ability to such employment and to serve at all times with loyalty and honesty in the best interests of the Company. The Executive acknowledges that the position of President and CEO will involve significant travel for business development and for investor relations.

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Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
(b) by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting Fee;

(c) by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate this Agreement, then the Consultant will be immediately entitled to a termination payment equal to CDN$750,000;

Exhibit 10.1

KALLO Inc.



STRATEGIC ALLIANCE AGREEMENT

MOBILECARE









STRATEGIC ALLIANCE AGREEMENT - MOBILE CARE      This Agreement is made by and between:    KALLO Inc.    With principal offices at 15 Allstate Parkway, Suite 600, Markham, ON L3R 5B4., Canada (KALLO)          AND       Petro data Management Services Limited.,          With principal offices at Motorways Center, Block-B, 1 Motorways Avenue Alausa, Ikeja, Lagos, Nigeria (PDMS)          AND       Gateway Global Fabrication Ltd.,       With principal offices at No-2 Olodu Street, Off Oluobasanjo Road, Portharcourt, Rivers state, Nigeria. (Gateway) As of the date  set forth below.       Whereas, Kallo is the developer, owner and licensor of certain Mobile Care Suite of Products packages designated as the subject  matter of this Agreement:       Whereas, PDMS and Gateway (Agent) desires to become a business associate of Kallo for the region of Nigeria, under the terms  and conditions hereof;    Now therefore, all the parties agree as follows:

     For the purposes of this Agreement, the following definitions will apply:  Business Associate means the Kallo Authorized Agent who could be an individual, organization, or company that  desires to represent the Kallo Mobile care suite of products of Kallo Inc., to the end user (customer) market. The  Business Associate as it will be defined in this agreement sells the Kallo Mobile care product suite only. Kallo will be  fully responsible for the training and implementation of the client

  KALLO - MOBILECARE

1.DEFINITIONS

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    following the sale directly by Kallo Inc., or through it's wholly owned Canadian subsidiary, Kallo Technologies Inc.,       KALLO means Kallo Inc. and/or its wholly owned subsidiary Kallo Technologies Inc.,       Customer means the end user of the Kallo Mobile care suite of Products that enters into the Kallo Mobile care Suite  of Products End User License Agreement (EULA).       Schedule A means the Kallo supplied executable pricing proposal form which must accompany any EULA for the  Kallo Mobile care suite of Products in order to be accepted by Kallo.    Kallo Mobile care suite of Products means Kallo products as specified in Schedule A.       EULA means the license agreement (headed End User License Agreement)  between the Customer (end-user)  and Kallo that sets forth the terms and conditions governing the Customer's use of the Kallo Mobile care suite of  Products.       Book of Business means the sales made by the Agent with the flow of income from those sales paid under this  Agreement, all of which belongs to the Agent in right, title and interest. The Book of Business is that portion of each sale  belonging to the Agent under the commission percentage agreed to at the time of sale and the continuing flow of income  produced so long as the customers pay to use the Kallo Mobile care suite of products license.    Material Breach means the violation of the payment terms herein, copyright or trademarks, an attempt to replace or  abet others to replace Kallo Mobile care suite of products or services at any existing or potential customer with  competing products and any act of malicious conduct by the Agent to disparage Kallo without any justification and  malicious conduct against Agent by Kallo.       Non Material Breach means serious neglect of Agent's customers by the Agent in regards to support and services  and any other breach of the terms of this agreement for which the cure of such shall be completed by the Agent within  sixty days from written notice of violation.    Certified Sales Agent means a Sales Agent who has completed the initial Sales and Technical Training program and  any consecutive

  KALLO - MOBILECARE

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    training program provided and mandated by Kallo and who abides by the terms and conditions of the certification  program as outlined herein.













  KALLO - MOBILECARE

2.KALLO SALES AGENT PROGRAM TERMS AND CONDITIONS

a) Appointment: Kallo hereby conditionally appoints Agent as a Sales Agent, and Agent accepts in accordance with  the provisions of this Agreement the terms of the Kallo Sales Agent Program.

b) Responsibilities: Responsibilities of the Agent (PDMS and Gateway) are defined in Schedule C. Failure to comply  with this will be considered a material breach of this agreement. This also includes responsibilities for Kallo and the  project management entity (BASCIC) appointed jointly by Kallo and the Agent.

c) Certified Sales Agent: Agent accepts and acknowledges that the Kallo 3 day Sales and 5 day Technical Training  Program is required to be completed by the Agent within 90 days of execution of this agreement. Agent is required  to pay a Training program fee of $10,000.00 for the Kallo Mobile care suite of Products on or before the date of  execution of this agreement for the Authorization of Agent under this agreement by Kallo. Agent shall pay $1000/- per day for any additional days of training requested by Agent and all travel expenses plus per diem for the Kallo  representative instructing the program will be due and payable to Kallo on or before execution of this agreement. Certification is mandatory for Agent to become certified to represent the Kallo Mobile care suite of products  licensed under this agreement and to benefit from commissions allocated to Agent as outlined in Schedule A of this  agreement. Non-compliance of this Section (2), subparagraph (c) on the part of the Agent will automatically void this  agreement.

d)All sales made by the Agent of the Kallo Mobile care suite of products shall create a Book of Business owned by  the Agent, which constitutes all funds due to Agent under this agreement flowing from each sale for a period not to  exceed 36 months from the date of acceptance by Kallo of the Client EULA or until the EULA terminates under the  provision that are outlined therein of the Kallo Mobile care suite of products.

e)Agent is required bi-monthly to report all prospects, sales activity, activity reported on Kallo provided leads, and any  current client

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    accounts relating to the Kallo Mobile care suite of products to the Kallo Sales and Marketing department in an  electronic format following the execution of this agreement. Kallo offers and enforces lead and current account  protection for Sales Agents. Kallo shall not allow another Agent to solicit the existing Agents book of business  unless it is understood by all parties the end user client desires the transfer. Kallo shall use its best reasonable  efforts to protect the Agent from aggressive solicitation by another Agent taking any part of the Agent's book of  Business. The report MUST include the Business Name, Key Contact name, telephone number, and address.









  KALLO - MOBILECARE

f) Exclusivity of territory (Nigeria): Agent's appointment shall be exclusive for the Kallo Mobile care suite of  products and services marked in Schedule A to this Agreement. Such appointment constitutes a grant of specific  territory of Nigeria. Exclusivity is granted for the region of Nigeria, The Agent is expected to confirm the first  purchase order as per Schedule D with the down payment within thee (3) months of execution of this agreement and  in order to retain the exclusivity of the territory the Agent shall achieve the target commitment in Schedule D.

g)Agent shall be supplied with marketing material at no cost to agent in electronic format only. Print and mail expense  are the responsibility of the Agent. Web design services, press release services, trade show design services,  marketing content services, and listing services are provided at no cost to Agent as it relates to the Kallo Mobile care  suite of products

h) Marketing and Sales Plan: The Agent shall prior to the signing of this agreement submit and have approved by  Kallo a Marketing and Sales Plan for no less than 3 years committing the sale of no less than 15 Mobile Medical  Clinics, 5 Mobile Clinics in twelve month period following the signing of this agreement as referred to in Schedule D,  with minimum growth per annum thereafter of 20% cumulative. Failure to do this will be considered a material  breach of this agreement.

i)Kallo shall not change the marketing and sales plan during this agreement without first discussing it with Agent and  in the event that mutual agreement cannot be reached will provide at least 12 months' notice of any such change.  Should agreement not be reached, Agent may maintain its existing book of business and cease making sales under  this agreement without prejudice so

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    long as Agent meets its support obligations to its clients and financial obligations to Kallo.













  KALLO - MOBILECARE

j) Competence: Agent agrees to comply in full with Section (2). Subparagraph (c) of this agreement and provide and  acquire appropriate staffing, training and any other requirements for the marketing, and sales of the Kallo Mobile  care suite of products, and to comply with the Kallo training, support, shipping and payment terms.

k) Conduct: Agent shall undertake no acts injurious to the business or goodwill of Kallo. Agent shall use its best  efforts to promote Kallo and its products and service and shall promptly report and follow up all leads provided.  Agent may not offer or promote competitive products without the consent of Kallo.

l) Independent Entities: Notwithstanding the use of the designation Sales Agent. Agent is an independent  contractor and shall at no time have the power  i.to bind Kallo;  ii.to alter or change any terms, conditions, warranties or covenants made by Kallo or  iii.to create in favor of any person any rights, which Kallo has not previously agreed in writing.

m) Form of Relationship: The relationship under this Agreement shall not create any legal partnership, franchise  relationship, agency or other form of legal association between the parties, which would impose a liability of one  party upon the other.

n) Insurance: Agent or its successors shall maintain during the term of this Agreement and while it is still responsible  for its Book of Business:  i.All required workers' compensation or similar insurance;  ii.Comprehensive general liability insurance. Agent shall promptly supply Kallo with proof of such insurance  upon request. Kallo shall maintain comprehensive general liability and errors and omissions insurance for the  Kallo Mobile care suite of products. Kallo shall promptly supply Agent with proof of such insurance upon  request.

o) Records: Agent shall supply to Kallo the full business data of each customer as a qualified prospect and at the time  of sale and shall, during this Agreement and while it is still responsible for its

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    Book of Business, and for a period of one year after the termination of this Agreement maintain records  sufficient for Kallo to verify amounts due under this Agreement relating to the contracts, invoices, accounts,  complaints, and other transactions relating to the placement and licensing of the Kallo Mobile care suite of  products. Kallo may directly, or through its Agent at any time during normal business hours, upon no less than 10  business days' notice, and for any reason inspect such records and other financial information relevant to Kallo  Mobile care suite of products as sold by Agent to its end users, solely for the purpose of verifying amounts due  under this Agreement. Any such information will be confidential information of Agent subject to the provisions of  Section 4.







     Warranties:



  KALLO - MOBILECARE

p) Sub-Agents: Agent shall not be permitted to establish sub-Agents without the express written consent of Kallo.

q) Corrupt Practices: Agent represents that it will not make any payment or transfer anything of value, directly or  indirectly, to any government official or employee; to any officer, director, employee, or representative, or Agent of  any actual or potential customer; or to any other person or entity if such payments would violate applicable laws.

r) Prospects: Agent will provide Kallo with a list of active prospects on a regular basis as outlined in Section (2)  Subparagraph (e) of this agreement. Kallo will use its best efforts to protect these prospects from being solicited by  its other Agents or distributors, and to refrain from solicitation directly by Kallo, while taking into account prospect's  wishes, and in as much as allowed by applicable laws. Agent in return agrees to respect active prospect lists of  Kallo's other Agents. For the above purposes, the Agent at least once every six (6) weeks and where details of  each such contact are logged with Kallo define an active prospect as a prospect that is contacted.

3.WARRANTY AND LIMITATIONS

a)Kallo represents and warrants to Agent that;  i.it has sufficient right, title and interest in and to the Kallo Mobile care suite of products to enter into this  Agreement; and  ii.all Kallo Mobile care suite of products distributed to Agent is free and clear of all liens.

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  Limitation of Warranties:











  KALLO - MOBILECARE

b)Kallo Mobile care suite of products' Warranties Agent's exclusive warranty regarding the Kallo Mobile care suite of  products is set forth in the applicable EULA provided with the Kallo Mobile care suite of products.

c)Except as stated above, Kallo makes no other warranties regarding the Kallo mobile care suite of products and  documentation, and any services provided by Kallo including, without limitation, express or implied warranties, and  expressly disclaims the warranties of fitness for a particular purpose or merchantability, and any other warranty,  express or implied.

d)In no event shall Kallo be liable for indirect, consequential, or incidental damages (including damages for loss of  business profits, business interruption, loss of business information, and the like) arising out of the relationship  between Kallo and Agent even if it has been advised of the possibility of such damages.

e)Kallo's cumulative liability under this agreement, including any cause of action in contract, tort or strict liability, shall  be limited to the license fees paid by agent during the 12 months prior to such event. Kallo's limitation of liability is  cumulative with all Kallo's expenditures to address liability being aggregated to determine satisfaction of the limit.  Agent releases Kallo from all obligations, liabilities, claims or demands in excess of the limitation. The parties  acknowledge that other parts of this agreement rely upon the inclusion of this section and the resulting allocation of  risks.

f) Agent Actions: Kallo shall have no obligation to any party under any warranty given by Agent, its Agents or  employees. Agent shall not make any representation or warranty with respect to the Kallo Mobile care suite of  products other than those stated by Kallo in its written warranty, documentation and literature.

g) Agent Indemnification: Agent agrees to indemnify Kallo and to hold it harmless from and against any loss,  damage, claims or demands whatsoever arising out of Agent's activities that are outside the scope of the EULA  provided by Kallo to the end user regarding use of Kallo Mobile care suite of products. Kallo makes its  representations and warrants to the end user and limits

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    of liability therein via the EULA.





     Each party agrees not to disclose any confidential information received from the other in any form to any employees  who do not have a specific need to use such information or to any outside party (including contractors) without the  other party's prior written consent. All employees or contractors who receive such confidential information must be  bound by written agreement not to disclose such information to any other party.  Each party acknowledges that the unauthorized disclosure or use of confidential information of the other party would  cause irreparable harm and significant injury to the other party that may be difficult to compensate. Accordingly, each  party agrees that the other party will have the right to seek and obtain temporary and permanent injunctive relief in  addition to any other rights and remedies it may have. The obligations of confidentiality shall not apply to information  which;



  KALLO - MOBILECARE

h) Complaints: Agent shall make all reasonable efforts to handle all incidents of customer complaints or demands  regarding the Kallo Mobile care suite of products and shall report promptly to Kallo all such incidents.

i) Kallo indemnification: Kallo agrees to indemnify Agent and to hold it harmless from and against any loss, damage,  claims or demands whatsoever arising out of:  i.Intellectual property infringement arising from the Kallo Suite of Products;  ii.Breach of implied warranty or negligence.  iii.Activities that are outside the scope of the EULA provided by Kallo and issued to the customer through  Agent regarding the use of the Kallo Mobile care suite of products. Kallo further agrees to indemnify  AGENT and to hold it harmless from and against any loss, damage, claims, or demands whatsoever arising  out of Kallo's activities that are outside the scope of this Agreement.

4.CONFIDENTIALITY

i.is in public domain at the time of disclosure,  ii.has been released by the other party without restrictions,  iii.has been lawfully obtained by the disclosing party from a third party under no obligation of confidentiality, or  iv.is independently developed by employees of the disclosing party without access to the confidential  information.

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Kallo reserves the right to revoke or limit the use of Trademarks at any time upon reasonable notice. Non- Compliance with Trademark and Logo Policies shall be considered a material breach of this Agreement.



If at any time Agent acquires any rights in, or any registration or application for, any of the Trademarks by  operation of law or otherwise, it will immediately, upon request by Kallo and at no expense to Kallo, assign such  rights, registrations, or applications to Kallo, along with any and all associated goodwill.



  KALLO - MOBILECARE

5.TRADEMARKS

a) Definition: Trademarks means any and all current or future company names, product names, marks, logos,  designs, trade dress and other designations or brands used by Kallo in connection with its products and services and  all marks similar thereto.

b) License: Kallo grants Agent the right to use the Trademarks solely for the purpose of distributing and marketing the  Kallo Mobile care suite of products provided that Agent:  i.uses the appropriate Trademarks for the corresponding Kallo Mobile care suite of products;  ii.Identifies all Trademarks are registered trademarks of Kallo;  iii.take reasonable steps to modify all objectionable uses of the Trademarks.

c) Ownership: Agent acknowledges that Kallo is the sole owner of the Trademarks and nothing herein shall grant to  Agent any right or interest in the Trademarks. Agent shall not register, or attempt to register, any Trademarks or any  marks confusingly similar thereto in any jurisdiction.

d) Limitations: Except as stated above, Agent is granted no right, title, license or interest in the Trademarks. Agent  acknowledges Kallo's rights in the Trademarks and agrees that any and all use of Trademarks by Agent shall inure  to the sole benefit of Kallo. Agent agrees that it shall take no action inconsistent with Kallo ownership of the  Trademarks and agrees not to challenge Kallo's rights in or attempt to register any of the Trademarks, or any other  name or mark owned or used by Kallo or any mark confusingly similar thereto.

e) Notification: Agent shall promptly notify Kallo of any use by any third party of Trademarks or any use by such third  parties of

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    similar marks which may constitute an infringement or passing off of Trademarks. Kallo reserves the right, in its  sole discretion, to institute any proceedings against such third party infringers and Agent shall refrain from doing  so itself. Agent agrees to cooperate fully with Kallo in any action taken by Kallo against such third parties,  provided that all expenses of such action shall be borne by Kallo and all damages which may be awarded or  agreed upon in settlement of such action shall accrue to Kallo. Refer to Schedule B for available means of  communication to all parties concerned.











  KALLO - MOBILECARE

f) Co-Branding: Kallo agrees for co-branding needs with local government and sponsors logo. This is subject to:  i.The submission to and approval by Kallo of the recommended Logo I Product Name. This is to ensure that the overall  look and feel of the Kallo Mobile care product is maintained.  ii.The supply of the Logo I Product Name in suitable high quality format allowing sufficient time as defined by Kallo to  incorporate co-branding logo on the Mobile clinics.  iii.Kallo agreeing to this will, in no way reduce, undermine, alter or limit their rights as outlined in section 5 and 6 of this  agreement.

6.PROPRIETARY RIGHTS

a) Ownership: Agent understands and agrees that Agent takes title only to the media on which the Kallo Mobile care  suite of products is provided. Title in and ownership of all copies of Kallo products and documentation, Trademarks  and all property rights therein, shall remain at all times vested in Kallo. Agent acknowledges that the Kallo Mobile  care suite of products is protected by domestic and international copyright and other forms of proprietary rights and  agrees not to copy or otherwise reproduce (except as required for distribution to customers), modify, adapt, translate,  reverse engineer, decompile, disassemble or create derivative works based on the Kallo Mobile care suite of  products or the documentation.

b) No Rights Granted: No provision in this Agreement shall be interpreted as an assignment or grant to Agent of any  right, title or interest in the Kallo Mobile care suite of products, documentation or Trademarks.

c) Protection: Agent agrees to take any reasonable step necessary to protect the proprietary rights of Kallo and its

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    suppliers or licensors, including, but not limited to, the proper display of copyright, trademark, trade secret and  other proprietary notices on any copies of the Kallo Mobile care suite of products. Agent must reproduce and  include any such notices, other legends and logos on any backup copies.

Any printed reference to Kallo products must include the following notice (or such notice as required by Kallo)  with:  © Kallo Inc., [YEAR]. All Rights Reserved.











  KALLO - MOBILECARE

d) Copyright Notice: Agent agrees not to remove and shall reproduce and include all copyright notices or confidential  or proprietary legends in and on all copies of Kallo Mobile care suite of products or documentation.

e) Breach: Agent understands and agrees that the protection of Kallo rights in and to the Kallo Mobile care suite of  products, documentation and Trademarks and the prevention of any unauthorized copying, reproduction, modification,  adaptation, translation, reverse engineering, de-compilation, disassembly and creation of derivative works, is of the  essence of this Agreement and that any failure on its part, however minor, to discharge its obligations shall constitute  a material breach of this Agreement.

7.TERM AND TERMINATION

a) Term: This Agreement shall enter into effect on the date it is signed by both parties as shown below.

b) Termination: This agreement shall terminate:

i.upon notification of a Material Breach that is not cured within 10 business days thereafter;  ii.Failure to cure a non-material breach within sixty days of written notice;  iii.Automatically, unless otherwise agreed between parties, in the event that Agent is the subject of a  proceeding in bankruptcy which is not dismissed within 60 days, is placed in receivership, or makes an  assignment for the benefit of its creditors; or by  iv.Termination for Cause by giving 3 months written notice by the Agent or Kallo. If given by Kallo, Cause  shall be defined as non-performance on the part of the Agent by failing to make sufficient efforts to market  the Kallo Mobile care suite of products. Should the parties disagree as to what constitutes sufficient  marketing efforts, the issue will be submitted to binding arbitration. This course of action is not intended to  be a means for

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    Kallo, its successors or assigns, to take over the successful operation of Agent's business generated  under this agreement without fair and just compensation.









  KALLO - MOBILECARE

c) On Termination: Notwithstanding any terms of this agreement to the contrary, upon termination of this Agreement  for any reason whatsoever, Kallo, unless otherwise agreed, shall set aside the Agent's Book of Business to be held  by Kallo.

i.The revenue stream defined by the Book of Business at the time Kallo becomes the controlling party will remain  constant except in as far as any elected reduction in use by its customers. Any increase in use will not be to the  benefit of the Book of Business.  ii.Kallo shall pay over all funds collected from the Book of Business and due to Agent, less a reasonable administration  fee to be assessed and determined by Kallo, to Agent or its designees or assigns immediately upon receipt and act as  a conduit for Agent funds, except in as far as Kallo or its assignees are required to support customers in the Book of  Business in which case the cost of providing such support, will be reasonably assessed and appropriate deductions  made before passing the balance to Agent. In the event Agent does not agree with the costs described in this section,  the issue will be submitted to binding arbitration.  iii.Kallo shall make an accounting of funds collected to Agent or their assigns monthly. Kallo shall permit Agent or its  designated Agent(s) to inspect Kallo's books upon Agent's request at Agent's expense during normal business hours  of Kallo.  iv.Kallo's failure to perform its duties in the event it becomes the controlling party of the Agent's Book of Business is a  non-material breach of this agreement.  v.In any dispute or litigation over the terms of this agreement, the prevailing party shall have reasonable attorney fees in  addition to any settlement or damages awarded.

d) Rights: Upon termination of this Agreement for any reason and unless otherwise agreed, all rights granted to Agent  shall immediately cease and Agent shall immediately return to Kallo all Kallo Products and confidential information  provided by Kallo except as otherwise provided in this Agreement.

e) No Compensation: In the event of an agreed termination of this Agreement by both parties, neither party shall be  liable to the

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    other for damages, losses, or expenses of any kind or character on account of the termination of this agreement  in accordance with its terms, whether such damage, loss, or expense may arise from the loss of prospective  customers of Agent, or expenses incurred or investments made in connection with the establishment,  development, or maintenance of Agent's business. Termination or expiration shall not affect any claim, demand,  or liability of any party created or arising hereunder prior to such time.









  All Kallo Mobile care suite of products distributed by Agent shall be transferred solely in Kallo standard  packaging and through the terms of the appropriate Kallo Mobile care suite of products EULA between the  customer and Kallo provided by Kallo from time to time. Delivery of copies of the Kallo Mobile care suite of  products to Agent is made solely to enable Agent to exercise this right. Agent shall not license or transfer any  Kallo product for the purpose of retransfer by or to others.

  KALLO - MOBILECARE

8.FORCE MAJEURE

a) Definition: Force Majeure shall mean any event or condition not reasonably within the control of either party,  which prevents in whole or in material part the performance by one of the parties of its obligations hereunder or  which renders the performance of such obligations as difficult or costly as to make such performance commercially  unreasonable.

b) Notice: Upon giving notice to the other party, a party affected by an event of Force Majeure shall be released  without any liability on its part from the performance of its obligations under this Agreement, except for the  obligation to pay any amounts due and owing hereunder, but only to the extent and only for the period that its  performance of such obligations is prevented by the event of Force Majeure. The other party may likewise suspend  the performance of all or part of its obligations hereunder to the extent that such suspension is commercially  reasonable. Refer to Schedule B for available means of communication to all parties concerned

9.ADDITIONAL PROVISIONS

a) Rights: Kallo grants to Agent the non-exclusive and non-transferable right to distribute the use of the Kallo Mobile  care suite of products to commercial end user customers. Refer to section (2) subparagraph (f) for non-exclusive  and exclusive status and qualifying requirements.

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     This Agreement is not assignable by Agent without prior written consent by Kallo. In the event Agent changes its legal  structure or undergoes a substantial change in ownership of its stock or other ownership interest, Kallo shall have the  option of immediate termination of this Agreement. Kallo may assign this Agreement and its interest in the Kallo Mobile  care suite of products to any party without the consent of Agent. This Agreement shall inure to the benefit of any  successor of Kallo and shall not be affected by any change in the ownership or control of Kallo. Agent shall re execute  this agreement within 60 days of the effective date of the change in ownership or change in legal structure or change of  name. Substantial change in ownership is defined as a change in at least 51% ownership of the Agent.

  KALLO - MOBILECARE

b) Limitations: Agent shall distribute only Kallo Mobile care suite of products that Agent has obtained from Kallo and  not from any other seller of the Kallo Mobile care suite of products. For Tax reasons such distribution is deemed to  take place at the Agent's business location identified above.

c) Pricing: The pricing given in Schedule A is the transfer price from Kallo to the Agent and the Agent shall, in its  discretion establish a reasonable price for each of the Kallo Mobile care suite of products EULA as per Schedule A.  For Maintenance Contract pricing and details refer to Schedule A, section (9), subparagraph (B). Kallo reserves the  right to revise and republish prices as shown in Schedule A from time to time.

d) Payment terms: For each Kallo Mobile care suite of products license ordered by Agent from Kallo, Agent shall  pay to Kallo the transfer price set forth in Schedule A. 50% of the total amount to be paid with the signed purchase  order, 35% upon shipping of the goods to the carrier at Canadian port and 15% upon completion of the installation.  Upon delivery of the system the Agent is responsible for getting the signed EULA from the customer before the  installation process starts.

e) Taxes: All taxes from the country of origin and destination including customs duty, withholding taxes, any other  levies - international / local and freight and insurance are to the end-user or customers account. The Agent will work  with Kallo to add all applicable taxes to the pricing given in Schedule A and should be paid to Kallo along with the  purchase order and the 50% of the value of the total system

10.ASSIGNMENT

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  KALLO - MOBILECARE

11.MISCELLANEOUS

a) Complete Agreement: This agreement and the provisions of the current sales agent program guidelines, as  amended from time to time, constitute the entire agreement of the parties with respect to the subject matter hereof  and supersede all previous agreements by and between Kallo and agent as well as all proposals, oral or written and  all prior negotiations, conversations or discussions between the parties related to this agreement. Agent  acknowledges that it has not been induced to enter into this agreement by any representations or statements, oral or  written, not expressly contained herein.

b) Amendment: This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or  waived, in whole or in part, except by written amendment signed by the parties hereto. Refer to Schedule B for  available means of communication to all parties concerned.

c) Unenforceability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision  shall be considered severable from this Agreement and the remaining provisions shall continue in full force and  effect. The parties will replace a severed provision by a provision, which is closest to the intent of the parties.

d) Notices: Notices permitted or required to be given hereunder shall be deemed sufficient if given  i.by registered or certified mail, postage prepaid, return receipt requested, addressed to the addresses given in schedule  B or such other addresses as the respective parties may designate by like notice from time to time, or  ii.by international courier, telefax to or by email, the details of which are given in Schedule B.  iii.Any notice shall be deemed effective when received by the receiving party.

e) Governing Law and Jurisdiction: The laws of the province of Ontario, Canada, govern this AGREEMENT and,  in respect of any dispute, which may arise hereunder; Agent consents to the jurisdiction of the federal and provincial  courts of Ontario, Canada.

f) Counterparts: This Agreement shall be executed in two or more counterparts in the English language and each  such counterpart shall be deemed an original hereof.

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  KALLO - MOBILECARE

g) Waiver: No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver  of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

h) Government: If Agent is acting on behalf of any unit or agency of the United States Government, the following  provisions apply:  i.any products Agent acquires under this Agreement for or on behalf of the United States Government are provided to  the United States of America with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject  to restrictions as set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Kallo Mobile care  suite of products clause at DFARS 252.277-7013 and paragraph (d) of the Commercial Computer Kallo Mobile care  suite of products-Restricted Rights clause at FAR 52.227-19;  ii.Kallo grants Agent the right to transfer Kallo Mobile care suite of products to the United States government subject  to the following restrictions. With the exception of the Department of Defense, you will not distribute the Kallo  Mobile care suite of products to the United States of America except:  a.on terms at least as restrictive as those set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and  Computer Kallo Mobile care suite of products clause at DFARS 252.227-7013 and paragraph (d) of the  Commercial computer Kallo Mobile care suite of products -Restricted Rights clause at FAR 52.227-19, and  b.in compliance with particular department or agency acquisition regulations that provide Kallo protection at least  equivalent to that provided by the above-referenced DFARS and FAR provisions.

i) Export Restrictions: Agent expressly agrees to neither directly or through third parties export nor transmit any  Kallo Mobile care suite of Products to any country to which such export or transmission is restricted or prohibited by  applicable regulations or statutes, or any country other than the United States of America or Canada.

j) Non-Disparagement: During the term hereof and for a period of two years thereafter, each of Agent and Kallo  agrees that it will refrain from making any representation, statement, comment or any other form of communication,  whether written or oral (hereinafter collectively referred to as a Communication), to any third party, including but  not limited to the principals, customers, suppliers and competitors of the other party, which Communication reflects  any opinion, judgment, observation or

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    representation of fact, which has the effect or tendency to, or could have the effect or tendency to, disparage,  denigrate, criticize or otherwise reflect negatively on the other party and/or the other party's products, services,  officers, directors, shareholders, employees or investors (a Disparaging Communication). Each party agrees  that it will use all reasonable commercial efforts to prevent its employees from making any Disparaging  Communications regarding the other party and/or the other party's products, services, officers, directors,  shareholders, employees or investors; provided, however, that nothing in this Section (11), subparagraph (j) shall  restrict or impede the exercise of any rights or remedies of a Party under this Agreement.    In Witness Whereof, the Parties hereto have executed this Agreement as of the date below. And confirm, we have  read, understood and agree to the terms of the strategic alliance agreement - mobile care



  KALLO - MOBILECARE

Kallo Inc.           JOHN CECIL     Signature           John Cecil     Name           Chairman & CEO     Title           Markham, ON 24 OCT 2011     Place Date                   Petro data Management Services Limited   Gateway Global Fabrication Ltd.,              BABAJIDE SOYODE   AJAI KUNNATH  Signature   Signature        Babajide Soyode   Ajai Kunnath  Name   Name        Chairman & CEO   President & CEO  Title   Title          Ikeja, Lagos, Nigeria 24 OCT 2011   River State, Nigeria 24 OCT 2011  Place Date   Place Date

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SCHEDULE - A  Description of Kallo Mobile care suite of products

  The Kallo Mobile Medical Clinics are one of a kind in the world having all the diagnostic capability for basic to mid tier specialty  medical care and these units can be used in the following areas to augment healthcare delivery services.     Places where there is no hospitals or clinics and emergency situations     The Mobile Medical Clinics can be taken by road to these areas and patients or causalities can be taken into the vehicle and  treated immediately with effective and real-time consultation with specialists via satellite.     Hospitals where there is no technology available for diagnosis and treatment     The Kallo Mobile Medical Clinics can be driven to, and parked in existing hospitals and patients can get the latest in technology for  diagnosis and treatment, thus many hospitals in villages and rural areas can be upgraded in their healthcare services with latest  equipment for diagnosis and treatment with the specialist care through remote tele-consultation.     The Kallo Mobile Medical Clinics are designed to take comprehensive health care services (preventive, promotive and curative) to  rural remote villages and will reach out to the most underprivileged but needy people across the country.     The services provided are outpatient services, Ante-natal/post-natal services, identification of difficult pregnancy and referral for  institutional care, Immunization- Mother & children, Minor surgery, BP examination, X-ray, ECG, First Aid, Distribution of Iron  Folic tablets, Vit-A Prophylaxis, Treatment of mal-nutrient cases, etc.

  KALLO - MOBILECARE

1.Mobile Acute Care Clinic

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  The Mobile Chemotherapy Clinic serves as an extension to the chemotherapy administration in the regional Oncology departments  of the teaching / general hospitals or dedicated Cancer hospitals.     Blood work is performed the day before and a nurse is then able to contact the patient in advance to review test results and  schedule treatment sessions and advise pre-treatment preparation of the patient. Chemotherapy drugs and related equipment, all  individually packaged for each patient, is received from the Regional Cancer hospital command center.    Chemotherapy chair that includes a chair-side touch-screen interactive system enabling patients to call a nurse, select a book for  reading from the exhaustive electronic library.     Integrative medicine services such as Reiki, acupressure, and massage therapy can be delivered chair-side by specially trained  nurses on staff.  Telemedicine system to enable patients to communicate with their physicians, nurses, and healthcare professionals from other  disciplines and social work.

  The mobile dialysis clinic works exactly like a dialysis center.  The vehicle has the clinical, technical and support staff and is well equipped with the necessary machinery required to perform the  standard procedure for dialysis.  This includes dialysis machine, recliner, power backup, and a water tank with water purified through reverse osmosis (RO)  system.  It has a fully automated and remote controlled dialysis chair, which works like a dialysis bed and there is a monitor defibrillator and  an artificial respirator. It also carries accessories and equipment required to tackle emergencies.  The machine and accompanying accessories can be moved into homes and patients can receive the treatment along the bedside.

  KALLO - MOBILECARE

2.Mobile Chemotherapy Clinic

3.Mobile Dialysis Clinic

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  Our Mobile care is equipped with a dedicated, affordable and accurate CD4+ T-cell and CD4% enumeration in HIV monitoring  and patient follow-up.  The CyFlow® Counter is a fully equipped portable and ultra compact desktop flow cytometer dedicated for routine CD4 and  CD4% counting (as well as total lymphocyte and WBC counting).  Equipped with Portable and Battery-Operated Fluorescence Microscope for Malaria diagnostics and monitoring.  The Partec CyScope® is a microscope for fluorescence light detection employing incident UV light and transmitted light detection.  Integrated with a CCD camera for taking images of the slide for further investigation by image analysis software.

  The Mobile Clinic Command Center is installed in Specialist / Teaching hospitals to provide real-time support for the Front line  Medical officers and staff in the Mobile Clinics for Clinical care-plan, clinical treatment protocol, clinical diagnostic protocol and  procedures to optimize the Mobile clinic function and to establish seamless continuum of care.    Each Command Center, based on the throughput of patients in the Mobile clinics can manage on an average of 4-5 Mobile clinics.    Note:





  KALLO - MOBILECARE

4.Mobile HIV & Malaria Clinic

5.Mobile Clinic Command Center

a)Medications and medical consumables are not provided in the Mobile Medical Clinics and shall be provided at additional cost.  b)Auxiliary equipment for the Mobile Clinics:

i)Stretchers, backboards, collars, drugs, medications and other medical supplies can be provided at additional cost.  ii)All medical supplies to the government shall be on a contract supply based on demand, negotiated after the principal  purchase order is placed for the Mobile Clinic.

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  Paramedic staff in Kallo's Mobile Medical Clinics are provided a high level of pre-hospital medical training involving key skills not  performed by technicians, including cannulation, cardiac monitoring, intubation etc., by Kallo's Internationally accredited doctors.

  Specialty training (Focused on providing specialty care in conjunction with Specialists at teaching hospitals or Specialist care  hospitals such as Pediatrics, Cardiology, Nephrology etc.,) for Front line Medical officers and staff in the Mobile Clinic and the  Command center provided at additional cost based on assessment of resources and training requirements.

  Basic training for Front line Medical officers and staff is included in the cost. This training is for the duration of 1 week and can  hold 10 people.    Student Material for ACLS for one student is US$80/-  (Includes quick access algorithm cards)  Text Book for Basic Trauma and life support for one student is US$120/-  Cost of Training per any additional week of 5 days is US$ 40,000/- (For Doctors and Clinical/Biomedical Engineers travel stay and  charges)





  KALLO - MOBILECARE

6.Training:

7.Specialty training:

8.Basic training:

9.Maintenance:

A.Mobile Clinic and Command Center maintenance is included in the Five year Standard Mandatory Maintenance as per the  Program description given in Schedule E

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SCHEDULE - B  Communication



  KALLO - MOBILECARE

KALLO  Inc.,

Attn: Mr. John Cecil  Address: 15 Allstate Parkway, Suite #600    Markham, Ontario, L3R 5B4    Canada  Telephone:+1-416-246-9997  Fax: +1-905-415-0332  Email: john@kalloinc.com    anna.s@kalloinc.com      Petro data Management Services Limited.,  Attn: Mr. Babajide A. Soyode  Address: Motorways Centre Block 'B', Ground Floor 1    Motorways Avenue, Alausa,    Lagos, Nigeria.  Telephone:+234-01-2708786  Fax: +  Email: info@petrodata.net    Jide.soyode@gmail.com      Gateway Global Fabrication Ltd.,  Gateway Canada and Gateway International Inc.,  Attn: Mr. Ajai Kunnath  Address: GATEWAY GLOBAL FABRICATION LTD.    No-2 Olodu Street,    Off Oluobasanjo Road,    Portharcourt, Rivers state, Nigeria.  Address: Gateway Canada.    147 Spring Gate Blvd.,    Thorn hill, Ontario, L4J 2B2  Tel: +1-647-288-2763  Mobile: +1-647-9385471  Fax: +  Email: ajai.kunnath@gvcal.com

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SCHEDULE - C  Roles and Responsibilities defined for Kallo's Mobile Care operations in Nigeria under this Strategic Alliance  Agreement  PETRODATA    OPERATIONS

  ADMINISTRATIVE

  KALLO INC



  KALLO - MOBILECARE

1.Customs clearance and delivery of Mobile Clinics.  2.Training of Client's Operations  3.Personnel of various cadres, doctors, nurses, paramedics, drivers, and medical technicians / technologists  4.Maintenance of medical equipment  5.Maintenance of the automobile and the engine of the Mobile Clinic and diesel generators  6.Procurement of communication channels such as satellite feed and high-speed internet connectivity for Command Centers  7.Provision of data acquisition and back-up storage systems  8.Supply of all local manpower, not provided by clients  9.Supply of residential accommodation, land transport, and general  10.Welfare amenities to all foreign personnel  11.Specialized IT and satellite communication support for Mobile Clinics

1.Letters of invitation to Kallo personnel for visas  2.Procurement of all import permits and licenses  3.Accommodation, welfare, and security arrangements  4.Arrangements for meetings with various organizations  5.Local transportation and security  6.Employment of local operational support staff, as required

1.Supply of Mobile Clinics and all operating equipment and software  2.Supply of all training personnel and materials for clinical staff (Doctors, Nurses and Front line Medical officers) and Biomedical  Engineers and software Engineers.  3.Sourcing of backup foreign medical consultants, as required  4.Tele-health consulting for second opinion from medical specialists from US, Canada and UK  5.Procurement of all export permits and licenses  6.Supply of drugs/medications and spare parts during and after the warranty period.

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      GATEWAY

  BAS CONSULTANTS INTERNATIONAL CORPORATION (BASCIC)

  KALLO - MOBILECARE

1.Purchasing and transportation of Mobile Clinics, operating equipment, spare parts, medical consumables, drugs/medications to  various distribution centers in Nigeria to replenish stocks in the Mobile Clinic, from Kallo Inc. Canada.  2.Customs clearance and inland transportation  3.Assistance with local market development and liaison with clients

(Engr. B. A. Soyode)



SCHEDULE - D  Mutually accepted Sales Target



1.All Parties in this agreement appoint BASCIC as Project manager without prejudice.  2.Project development, management and coordination  3.Liaison with Governments and clients and responsible for payments to Kallo and supply chain management of Medical  consumables and medications/drugs from Kallo.

Mobile Clinics Year Estimated Value Remarks  2 Q4 2011 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2012 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2012 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2013 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2013 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2014 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2014 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2015 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2015 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2016 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2016 $14.575 Million To retain Exclusivity for Nigeria

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SCHEDULE - E    Mandatory Medical Equipment Service Program for Five-year Warranty    All equipment provided in the Mobile Clinic are covered under this program and the service provision is a very unique model, where  Senior Biomedical Engineers trained and certified by the manufacturers are to perform the following services located at Kallo  Headquarters, coordinate with the manufacturers and the local onsite support Biomedical Technicians and provide the following  services:



  This program has a set of planned routine maintenance schedule for each device of medical equipment based on the original  equipment manufacturers' recommendations, applicable codes and standards given in section 7.

  This program has scheduled and unscheduled calibration of the medical equipment in the Mobile Clinic. Each medical device has a  scheduled calibration of certain parts critical to the functional accuracy of the equipment, which is carried out as per the original  equipment manufacturers' guidelines. The unscheduled calibration of the equipment is normally carried out if and when there is a  request from the staff or doctors when they observe certain calibration errors.

   Safety of patients, staff, and environment is paramount to the success of the Mobile Care project. The Joint Commission on the  Accreditation of Healthcare Organizations publishes annual lists detailing National Patient Safety Goals  to be implemented by  healthcare organizations. Goals are developed by experts

  KALLO - MOBILECARE

1.Planned and Corrective Maintenance  2.Calibration of Medical Equipment  3.Patient, Staff and Environment safety  4.Breakdown Services and Maintenance  5.Application and operation support  6.Risk Management  7.Codes and Standards adherence for International compliance

1.Planned and Corrective Maintenance

2.Calibration of Medical Equipment

3.Patient, Staff and Environment Safety

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    in patient safety, nurses, physicians, pharmacists, risk managers, and other professionals with patient-safety experience in a variety of  settings. Patient safety is among the most important goals of every healthcare provider, and participation in a variety of committees  and processes concerned with patient safety provides a way for biomedical managers and clinical engineering departments to gain  visibility and positively affect their workplace.     Kallo's Patient and Operator Safety Program uses a comprehensive software where in the actual work process within the Mobile  Care Clinic is monitored by the onsite Biomedical Technicians guided by the Senior Biomedical Engineers at Kallo Headquarters  qualified for managing the patient, staff, and environment safety to international standards.

   The program covers all equipment in the Mobile Clinic. The local onsite Biomedical technicians will be the first response team to  attend to any and all breakdown calls from the Mobile Clinic. The Biomedical Technicians will then have Kallo Biomedical Engineer  support to resolve the issues as quickly as possible. After the breakdown service is carried out and the equipment is fixed and  recalibrated, the Senior Biomedical Engineers would then advise if a maintenance service has to be carried out to due to the nature of  breakdown.

   The program covers all medical equipment in the Mobile Clinic. Kallos'  Certified Clinical Engineers / Biomedical Engineers and  Clinical Application support specialists will be available via Video/Teleconference/Telehealth systems in the Mobile clinic for all  clinical application support in using technology for diagnostic and therapeutic healthcare services. This is a critical component of the  program offered in order to make it successful in using technology at the front end which is normally neglected by all medical  equipment manufacturers' when the equipment is deployed in remote areas with medical staff who are not exposed to technology as  the case may be in urban areas, developed cites or countries.

   This program helps avoid the likelihood of equipment-related risks, minimize liability of mishaps and incidents, and stay compliant with  regulatory reporting requirements.     In addition, user error, equipment abuse, no problem/fault found occurrences

  KALLO - MOBILECARE

4.Breakdown Service and Maintenance

5.Application Support

6.Risk management

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    must be tracked to assist risk management personnel in determining whether additional clinical staff training must be performed.     Risk management for IT networks incorporating medical devices will be covered by the standard ISO/IEC 80001. Its purpose is:  Recognizing that MEDICAL DEVICES are incorporated into IT-NETWORKS to achieve desirable benefits (for example,  INTEROPERABILITY), this international standard defines the roles, responsibilities and activities that are necessary for RISK  MANAGEMENT of IT-NETWORKS incorporating MEDICAL DEVICES to address the KEY PROPERTIES. Such as ISO  20000 in the context of medical applications, e.g. configuration, incident, problem, change and release management, and risk analysis,  control and evaluation according to ISO 14971. IEC 80001 applies to RESPONSIBLE ORGANIZATIONS, MEDICAL DEVICE  manufacturers and other providers of information technologies for the purpose of comprehensive RISK MANAGEMENT.    7. Codes and Standards adherence for International compliance:    1. JCAHO Comprehensive Accreditation Manual  2. AABB  3. NFPA 99  a. Gas and Vacuum Systems  b. Electrical Systems  4. FDA  5. SMDA  6. OSHA

  KALLO - MOBILECARE

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SCHEDULE - F  Medical Equipment description  Blood Chemistry Analyzer

  KALLO - MOBILECARE

Advanced i-STAT Cartridge Technology or equivalent system    Most Comprehensive Bedside Testing Platform:    i-STAT cartridge technology streamlines traditional lab technology, yet contains many of the components found in complex lab testing  systems. Each test cartridge contains chemically sensitive biosensors on a silicon chip that are configured to perform specific tests.  To perform a test, 2 to 3 drops of blood are applied to a cartridge, which is then inserted into the i-STAT handheld. Prior to running a  test, each cartridge initiates a series of preset quality control diagnostics, from monitoring the quality of the sample to validating the  reagent.    Each i-STAT single-use cartridge uses advanced biosensor technology that applies microfluidics to process the most comprehensive  range of clinical tests in a single platform, allowing clinicians to access the time-sensitive diagnostic information they need, when and  where they need it. Available tests include diagnostic indicators related to disease state and clinical practice guidelines.    Test-specific, single-use i-STAT cartridges are available for a range of clinical tests, including cardiac markers, lactate, coagulation,  blood gases, chemistries and electrolytes, and hematology.    Delivers lab-quality test results to the clinician within minutes  The portable i-STAT handheld makes patient-side testing easy:

  Patient-side testing is as easy as entering the operator and patient information into the handheld, inserting one of the several testing  cartridges, and then viewing test results:



·requires no special sample preparation or user calibration; maintenance is minimal  ·weighs 18 ounces, making it completely portable  ·features ergonomically designed soft keys for comfort and ease of use

·The system prompts users step by step through the testing process  ·Operator and patient information can be entered via barcode scanner  ·Operator lockout prevents unauthorized users from performing or viewing test results

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With over 50,000 handhelds placed in high-acuity settings worldwide-including over 1,800 hospitals-and over 35 million test cartridges  produced annually, the i-STAT System is trusted to provide lab-quality results.    i-STAT Integration Into Point-of-Care Data Management and Electronic Medical Records  The i-STAT® System can integrate test results with your Lab Information System (LIS) and Electronic Medical Records (EMR).  This is achieved through flexible connectivity and interfacing solutions, which serve to ensure your facility gets real-time results in the  patient electronic chart.    i-STAT System integration with Laboratory Information Systems (LIS)/Electronic Medical Records (EMR)

  The i-STAT System connects to the Point-of-Care Data Management System of your choice and then interfaces to the EMR via  your LIS. Integration options include:

  Addressing Documentation Challenges with STATNotes™  STATNotes is a highly customizable documentation solution for the i-STAT 1 handheld. This unique feature facilitates timely  documentation of complex and critical data by prompting the user to enter information into the i-STAT 1 during the testing process.  The information is then automatically uploaded to the patient chart with the test results. Customizing your i-STAT System to prompt  data entry:

  KALLO - MOBILECARE

·Test results are uploaded automatically when the i-STAT handheld is placed in a downloader

·The Central Data Station System from Abbott Point of Care  ·Abbott Diabetes Care PrecisionWeb®  ·Medical Automation Systems RALS+™ RALS® Plus  ·Telcor Quick-Linc®

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STATNotes can help guide users to be compliant with The Joint Commission National Patient Safety Goals and hospital policies. For  example, many of our customers use STATNotes to capture comprehensive ventilator setting information, documentation of critical  test notification, and read back acknowledgment of critical tests and critical values.  Data Management and Laboratory Regulatory Compliance  The i-STAT System gives you control over who can use the device and access test results. It also offers many features designed to  help laboratories maintain regulatory compliance, such as:

  Abbott Point of Care will work with your team to ensure seamless integration with your data management system.    Urine Chemistry Analyzer  CLINITEK Status® Analyzer or equivalent system  Intended Use

  Table of Results  The results shown in shaded areas will be marked as positives, if mark positive results is selected in Instrument Set Up. The results  will be marked by asterisks when displayed, when printed and when the data is transferred to a host computer.

  KALLO - MOBILECARE

·streamlines workflow  ·helps reduce errors  ·allows for increased efficiency  ·facilitates compliance

·managing operator certification and device lockout  ·reporting on operator performance  ·reporting on both liquid and equivalent quality control  ·reporting on reagent usage  ·laboratory Information System interfacing

·The Analyzer is for in vitro use in the semi-quantitative detection of albumin, bilirubin, blood (occult), creatinine, glucose, ketone  (acetoacetic acid), leukocytes, nitrite, pH, protein, specific gravity and urobilinogen in urine samples, depending on the type of  Siemens urinalysis strip used.  ·The semi-quantitative calculation of albumin-to-creatinine and protein-to-creatinine ratios in urine samples, when Clinitek®  Microalbumin and Multistix PRO® Reagent Strips for Urinalysis are used.  ·The detection of human Chorionic Gonadotropin (hCG) in urine samples, when Clinitest® hCG cassettes are used.

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  KALLO - MOBILECARE

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      Urinalysis has become an indispensable tool in healthcare. 

  In today's busy physician's office environment, interruptions are frequent and can contribute to timing errors and variability in results  when urinalysis strips are read visually. Studies have shown that when urinalysis is performed with an instrument, sensitivity is  increased and positives are correctly identified and reported.1

      1. Tighe P. Improving the quality of urine strip testing: The Clinitek 50 urine chemistry analyser. Euro Clin Lab, June 1997,16:20.

  KALLO - MOBILECARE

·Provides important markers to detect early stages of many disease states, such as diabetes, kidney disease and urinary tract  infections.  ·Enhances disease monitoring and patient management.  ·Semi-quantitative results have proven to be cost-effective and virtually immediate.

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  KALLO - MOBILECARE

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    Digital Radiography System  RadPRO D2RS Dynamic Digital Remote RF System or equivalent system  Digital Radiography & Fluoroscopy Solutions

  Features



  KALLO - MOBILECARE

•Canon CXDI-50RF Dynamic/Static Digital Radiography System The RadPRO D2RS Dynamic Digital Remote RF  System is compatible with the Canon CXDI-50RF Dynamic/Static Digital Radiography System that includes a Cesium Iodide  scintillator. Including both dynamic and static capabilities, high resolution images are produced and may be previewed within 2-4  seconds after exposure in the radiography mode with the optional monitor. The radiography mode produces up to 15 frames per  second (fps), and up to 30 fps in the fluoroscopy mode, depending on the image capture mode and size. The detachable cable  allows the digital detector to be used in multiple rooms or multiple locations within the same room.  •Dynamic and Static Imaging The Canon CXDI Control Software RF, designed specifically for the Canon CXDI-50RF  Dynamic/Static Digital Radiography System, features a wide range of fluoroscopic procedures and includes all the standard  DICOM functions. Exams include spine, Osteo-articular, Barium swallow and esophagus, stomach and small intestine, Barium  enema and large bowel, Endoscopy/ERCP, Urography, Cystography, Hysterosalpingography, Myelography, Arthrography,  Venography and more. The software also delivers high-resolution images, generator communication for preset X-ray  parameters, provides actual exposure factors and patient dose information in the DICOM header. Studies that require full spine  and long leg imaging are fully automated. With the automated stitching capability up to 4 images can be stitched together.  

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  Digital Retina Scanner  CR-2 PLUS or equivalent system  Digital Non-Mydriatic Retinal Cameras

  Overview The Canon CR-2 PLUS Digital Non-Mydriatic Retinal Camera provides Color and Fundus Autofluorescence (FAF) imaging within a  small compact design. Geographic Atrophy, Macular Degeneration, Glaucoma, Diabetic Retinopathy and other conditions that can  affect vision may also be identified and monitored using FAF mode. Using invisible infrared alignment light, the digital non-mydriatic  camera may image patients with pupils as small as 3.3 mm (small pupil mode) without dilation drops. This is especially useful when  performing retinal screenings or expediting routine retinal imaging exams during office visits.  

  KALLO - MOBILECARE

• High Quality Images High resolution static images can be previewed within 3-5 seconds after exposure on a monitor  (optional). Images may be configured automatically with post-processing and are ready to be printed or transmitted through  the network using industry standard DICOM protocols.  • Full Patient Coverage End-to-end table coverage is available when the motorized tube column angulation is  combined with the motorized tube rotation. The motorized table adjusts the height, and the low minimum height simplifies  access for patients with mobility issues. When patients arrive at the radiology room on a trolley or in a bed, Smart Access  provides clear access to a 47 inch (120 cm) section of the table top to allow for a simplified transfer. The table loading  capacity accommodates patients weighing up to 500 lbs (230 kg).  • Auto-Positioning  able movements, collimation and spectral filtration settings, exposure and digital acquisition  parameters may be administered with the single touch, remote-controlled user-interface reducing the preparation time needed  for exams.  

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    Features



  KALLO - MOBILECARE

•Non-Mydriatic Fundus Autofluorescence (FAF) Photography Fundus Autofluorescence (FAF) helps monitor macular  waste (e.g. lipofuscin) which can accumulate in the Retinal Pigment Epithelial (RPE) layer. The accumulation of macular waste  can cause conditions such as Age-Related Macular Degeneration (AMD) which can lead to reduced vision. The FAF mode  may be selected by pressing only one button.  •Digital Filter Processing Red-Free and Cobalt digital filters are included and provide enhanced screening exams. Red-Free is  used for evaluating the Retinal Nerve Fiber Layer (RNFL) and vascular structure of the retina associated with documenting  Glaucoma, Diabetic Retinopathy or Hypertension. The Cobalt filter is also used for evaluating the RNFL, as well as Optic Disc  and Optic Disc Drusen. Additionally, Green (Vascular view) and Red channel (Choroid view) digital filter views are also  included.  •Compact and Lightweight  he small design of the CR-2 PLUS facilitates portability when needed using an optional hard shell  transport case sold separately. Canon instrument tables (sold separately) may comfortably fit both the camera and computer  workstation (sold separately). The space saving design also allows for use in limited office space environments.  •Dedicated EOS Camera Technology  Hgh quality diagnostic images are obtained using a dedicated camera for the CR-2  PLUS which incorporates a large, high-definition CMOS sensor with 18 megapixels. When the camera cover is removed, the  LCD may be adjusted to a variety of titled angles to suit the user's point of view.  •Low Flash Intensity and ISO Sensitivity  Th low flash intensity of the CR-2 PLUS minimizes miosis, thus shortening the  time required for taking multiple view exams or stereo images. The reduced brightness improves patient comfort and reduces  the ghost image the patient sees after an exposure. A wide range of low ISO speeds are supported including ISO 200, 400,  800, 1600, 3200 and 6400.  •Automatic Exposure Function  TheCR-2 PLUS measures the volume of infrared light from the retina and automatically  adjusts the flash intensity for observation and photography. This feature may be set to ON/OFF and can be adjusted using the  operation panel.  •Control Panel  The implified design of the control panel can be easily handled by an examiner. The one-handed joystick may  be used to position the camera to acquire the desired image. In darkly lit rooms, the operation panel illuminates for easier  navigation. The short main body of the CR-2 PLUS provides minimal distance between the patient and the operator allowing  easy access to adjust the patient's position or eyelids.  •Retinal Imaging Control Software  Usingthe Canon Retinal Imaging Control Software (RICS), images can be captured,  viewed, processed, printed and saved to a permanent storage database. The Canon RICS complies with the DICOM®*  Standard. Images may be stored as DICOM or JPEG files. For more information, visit Retinal Imaging Control Software.  

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    Ultrasound Scanner  LOGIQ 9 or equivalent system

  E-Series transducers Incredible transducer technology makes imaging incredibly easy.  E-Series transducers set an entirely new standard in  acquiring extraordinary images. The moment you put the transducer on the patient, these highly advanced, ergonomically designed  transducers work with the agile architecture to maximize image quality.  

    Highly advanced transducer technologies for high-quality images:

  Acoustic Amplifier Technology built into the new E-Series transducers achieves higher sensitivity by recycling the acoustic  energy that used to pass through the transducer crystal. It redirects this previously wasted energy back into the piezoelectric crystal,  adding significantly to the transducer sensitivity.

  KALLO - MOBILECARE

·Acoustic Amplifier Technology  ·Single Crystal Technology  ·Matrix Array Technology  ·Volume Hybrid Technology

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    Single Crystal Technology increases bandwidth, offering better signal to noise and improved axial resolution and penetration.    Matrix Array Technology helps achieve uniform resolution throughout the field of view, eliminating the compromise between  penetration and image resolution.    Volume Hybrid Technology encompasses a new range of Volume transducers bringing an outstanding spatial and temporal  resolution.    LOGIQ E9 knows the next step of a scan and helps you get there like no other ultrasound system can. It's all part of the  technologically advanced Scan Assistant, your customizable scanning protocol.    Scan Assistant does things that an ultrasound system has never done before, including automatically steering color Doppler and  setting up imaging controls and modes for you. Now you can truly concentrate less on keystrokes and more on patient care.    Digital Smartscope

  KALLO - MOBILECARE

Optomed Smartscope or equivalent system    Optomed Smartscope is a digital camera that provides general, ophthalmoscope, otoscopic and dermatoscopic imaging with one hand  -held device.







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    Multi Function Digital Stethoscope  CMS VESD Digital Stethoscope or equivalent system

     CMS-VESD is a multi-functional visual stethoscope. On the basis of stethoscope function, it is added with ECG and SpO2 monitoring  function. The multi-functional characteristic of the device makes it is effective on emergency treatment.

Specification

Stethoscope



  KALLO - MOBILECARE

·Compact and portable, easy to use  ·Suitable for adult, pediatric and neonatal patients.  ·Heart, Lung, Heart and Lung sound models for Stethoscope.  ·Large color LCD display of ECG, SpO2 and Pulse rate  ·Adjustable audible and visual alarms  ·Real-time monitoring.24 hours storage and review of data  ·SD card memory, all data can be transferred to a PC  ·Low power consumption.

·Power Supply : Lithium Battery DC3.6~DC4.2V  ·Display : 2.4 Color LCD

·Heart：20～230Hz  ·Lung：100～800Hz  ·H& L：20～800Hz  ·Accuracy:± 2 bpm

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    Heart Rate

   Pulse Rate

   SpO2

  Patient Weighing Scale for Telehealth  UC321 Digital Weighing scale or equivalent system    Personal Scales for Telemonitoring



  An accurate and precise scale specifically designed for telemedicine applications.  The UC-321 series provides highly accurate and precise measurements for telemedicine applications. These scales are one of the  thinnest and lightest scales on the market. Measuring less than 1 thick, it is easy to step on and store.

  KALLO - MOBILECARE

·Measurement range: 30bpm～300bpm;  ·Accuracy: ± 2 bpm

·Measurement range: 30bpm 250bpm;  ·Accuracy: ± 2 bpm or ± 2%

·Measurement range: 35%～100%;  ·Accuracy: 70~100% (± 2% ) <70% unspecified.

·Precise measurements  ·Displays weight in either pounds or kilograms  ·Memory recall with time/date stamp on select models  ·Includes four attachable feet for carpet use  ·Motion Tolerance Mode on select models

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  KALLO - MOBILECARE

This sleek and stylish unit offers more precise readings and functionality compared to traditional scales. Available with wired or  wireless communications.    Digital Blood Pressure Monitor for Telehealth  AND Digital Blood Pressure Monitor or equivalent system    Blood Pressure Monitors for Telemonitoring



  A leading blood pressure monitoring system among telemonitoring service providers.  This blood pressure monitor can send real-time blood pressure measurements to the Access Point. These devices can also operate in

·Professional accuracy via oscillometric method  ·Clinically validated  ·One button operation  ·Memory storage  ·Provides time and date stamp  ·Each monitor has unique serial number  ·Meets ANSI/AAMI SP10 standards

a batch-mode to send a number of measurements with time and date in a single request command. Available with wired or wireless  communications.            Page 42





      Telepharmacy Solution    Integrates remote or local pharmacist-controlled dispensing system cabinetry and software, pharmacy software and televideo  technology into one system individually designed to meet all your needs. It brings real-time medication dispensing and pharmacist  counseling to the point of care.

Improves patient care and satisfaction



  KALLO - MOBILECARE

·Provides immediate medication access - no more waiting or unnecessary trips.  ·Enhances prescription fulfillment - resulting in greater patient compliance.  ·System software/multiple barcode verifications virtually eliminate dispensing errors.

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SCHEDULE - G  Kallo Mobile care suite of products  (Price is subject to change based on the requirement and configuration of various systems in the Mobile Clinic, and is exclusive of taxes,  levies custom duties, freight and insurance.)

  KALLO - MOBILECARE

Description Kallo Price Agent Markup End user price Mobile Acute Care Clinic - Base price $2,650,000 $265,000 $2,915,000

  NOTE:  PRICING INCLUDES TELE PHARMACY SYSTEM COSTING $150,000/ - FOR EACH MOBILE CLINIC.

Standard Mandatory Maintenance Service for 5 years $2,915,000 $1,457,500 $4,372,500     $1,722,500 $7,287,500                 Description Kallo Price Agent Markup End user price Mobile Chemotherapy Clinic - Base price $1,850,000 $185,000 $2,035,000 Standard Mandatory Maintenance Service for 5 years $2,035,000 $1,017,500 $3,052,500     $1,202,500 $5,087,500                 Description Kallo Price Agent Markup End user price Mobile Dialysis Clinic - Base price $1,600,000 $160,000 $1,760,000 Standard Mandatory Maintenance Service for 5 years $1,760,000 $880,000 $2,640,000     $1,040,000 $4,400,000                 Description Kallo Price Agent Markup End user price Mobile HIV & Malaria Clinic - Base price $1,800,000 $180,000 $1,980,000 Standard Mandatory Maintenance Service for 5 years $1,980,000 $990,000 $2,970,000     $1,170,000 $4,950,000                 Description Kallo Price Agent Markup End user price Command Center for Mobile Clinics $550,000 $55,000 $605,000 Standard Mandatory Maintenance Service for 5 years $605,000 $302,500 $907,500     $357,500 $1,512,500

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Agent agrees that it shall take no action inconsistent with Kallo ownership of the  Trademarks and agrees not to challenge Kallo's rights in or attempt to register any of the Trademarks, or any other  name or mark owned or used by Kallo or any mark confusingly similar thereto.

Exhibit 28 (h) (1) (a) under Form N‐1A Exhibit 99 under item 601/REG. S‐K

SERVICES AGREEMENT

THIS AGREEMENT, dated and effective as of January 1, 2004 (this Agreement) between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the Adviser), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (FASC),

WITNESSETH:

WHEREAS, the Adviser serves pursuant to advisory or subadvisory agreements (Advisory Agreements) as investment advisor or subadvisor to investment companies registered under the Investment Company Act of 1940 (the 1940 Act) and/or separate accounts not required to be so registered (collectively, Accounts); and

WHEREAS, the Adviser desires to engage FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Services. FASC agrees to provide to the Adviser the services indicated in Exhibit A to this Agreement (the Services).

2. Fees. For its Services under this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.

3. Records. FASC shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized representatives.

4. Limitation of Liability and Indemnification.

(a) FASC shall not be responsible for any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

(b) The Adviser shall indemnify FASC and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom.

(c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.

5. Duration and Termination.

(a) Subject to the remaining provisions of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated by mutual agreement of the parties hereto or by either party on not less than 60 days' written notice to the other party hereto.





(b) Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a registered investment company) are services referred to in the definition of investment advisor under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as investment advisory services), then with respect to such Account, this Agreement:

(i) shall not commence until the effective date of its approval by the board of directors or trustees (Board) of such Account;

(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;

(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days' written notice to the Adviser;

(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.

6. Amendment. This Agreement may be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities of such Account as defined in Section 2(a)(42) of the 1940 Act.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

8. Section Headings; Counterparts. The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the effective date first above written.

FEDERATED INVESTMENT MANAGEMENT COMPANY

By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President

FEDERATED ADVISORY SERVICES COMPANY

By: /s/ Keith M. Schappert Name: Keith M. Schappert Title: President





EXHIBIT A

DESCRIPTION OF SERVICES

The following are the categories of Services to be provided by FASC to the Adviser pursuant to the Agreement:

Performance attribution. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio's performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.

Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.

Categories 1 and 2 above shall not be treated as investment advisory services for purposes of Section 5(b) of the Agreement.





EXHIBIT B

CALCULATION AND PAYMENT OF SERVICES FEES

For each Category of Services referenced in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:

Services Fee = Cost of Services x Adviser's Assets under Management Total Assets Under Management x (1 + Applicable Margin)

Where:

Cost of Services is FASC's total Operating Costs incurred in providing the applicable Category of Services during the month to all investment advisers for which FASC provides that Category of Services.

Adviser's Assets under Management is the total average assets under management for the month for all Accounts or portions thereof for which the Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.

Total Assets under Management is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers (including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize the Category of Services.

Applicable Margin is 0.10.

Operating Costs means all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party.