instruction:
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.
question:
Exhibit 6.7 EXCLUSIVE DISTRIBUTOR AGREEMENT This Distributor Agreement (Agreement) is made and entered into this 17t h day of May, 2017 by and between SMART RX SYSTEMS, INC., a Florida corporation, with its principal place of business at Red Bug Lake Road, Suite 256, Winter Springs, Florida 32708, U.S.A. (Company) and A3 DEVELOPMENT GROUP, LLC, a Texas limited liability company, with its principal place of business at 17521 Highway 69 South, Suite 120, Tyler, Texas 75703 (Distributor). 1. DEFINITIONS: Background IP or Background Technology means existing Intellectual Property not generated in the course of the Company's Business and owned by Smart RX Systems, Inc. Business means the Business to be conducted by the parties as described in Section 2 of this Agreement. Code means the Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law. Company Marks shall mean those trademarks, service marks, logos and trade names specified in Exhibit A used by Company in its commercial activities related to the Products. Confidential Information means all proprietary information of Company or a third party disclosed on or after the date hereof by Company to Distributor in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is designated as confidential or proprietary, including, without limitation: technical data; methods; computer programs and related materials; product specifications; documentation; processes; inventions; products under development; sales; marketing; business and financial information; pro formas and projections; customer lists; internal memoranda; and correspondence. Customers shall have the meaning as set forth in Section 2.5. Intellectual Property means any Invention, Patent, trade secret, technical know-how, trademark, or work for which copyright protection is available under Title 17 of the United States Code. Invention means an invention patentable under Title 35 of the United States Code, or any patent on such an invention. Kiosk Location means each Pharmacy where the Pharmacy Kiosk is installed and operational. Medications means the inventory contained within each Kiosk Location.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 1 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Operations Expense means all operating costs incurred in the operations of the Pharmacy (Wages, Taxes, and benefits of Pharmacist and or Pharmacy Tech, Liability Insurance of $100/month, miscellaneous expenses not exceeding $250/month, Fax, Phone, Internet, cost of supplies (Paper, cartridges, vials, vial caps, envelopes, prescription labels). The supplies costs are a flat fee of $0.75 per prescription filled). Operating costs exclude the cost of space and utilities. Patents mean all patents and applications relating to the Kiosk or resulting from any Inventions relating to the Smart Pharm Assist Kiosk™. Person means a natural person, corporation, limited liability company (LLC), Series LLC, partnership, succession, trust, estate, association or other form of legal entity. Physician(s) means any physician, physician group practice, or other health care provider identified by Distributor in writing to the Company as a potential user of the Smart Pharm Assist Kiosk™ in the Territory. Products shall mean the Company's Smart Pharm Assist Kiosk™ and associated documentation, inventions, software, application and processes. Regulations means any regulations adopted under the Code. Territory shall mean Exclusivity for the state of Texas, USA, and Exclusive Distribution opportunities in all other states (with either the Company or Distributor), except the state of Florida. 2. APPOINTMENT AND ACCEPTANCE: 2.1 Exclusive Appointment. Company hereby appoints Distributor as Company's exclusive Distributor for the State of Texas, and Distributor accepts the appointment and agrees to represent the Products within the Territory. Company agrees that no other Distributor will be appointed in any other state as a Distributor unless it is either the Company or Distributor, save and except for the state of Florida. 2.2 Marketing. Distributor agrees to use commercially reasonable efforts to market Company's Products in the Territory. Distributor agrees to include Company's trademarks, and the phrase Authorized Company Distributor, on all literature, marketing collateral, stationery and business correspondence in which the Products or related services are mentioned. 2.3 Direct Marketing. Company reserves the right to directly market and license Company products to customers within the state of Florida. 2.4 Promotion. Each party to this contract shall act in good faith towards the other in order to promote the business and meet the milestone targets and other goals of the Business Plan.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





2.5 Distributor Responsibilities. The primary responsibilities of the Distributor shall be as follows: (i) Marketing the Smart Pharm Assist Kiosk™ to Physicians, Physician group practices, Urgent Care Center, Freestanding Emergency Rooms, other retail convenience stores, other medical facilities, retailers (such as grocery stores (Brookshires), variety stores, (i.e., Family Dollar), medical office building owners, and other similar business in the Territory (collectively, Customers); and Smart Rx Reserves the right to market directly to Retailers nationally. (ii) Entering into pharmacy management services agreements (PMAs) with Customers in the Territory (similar in form as set forth on Exhibit B); (iii) Arranging to have Smart Pharm Assist Kiosk™ supplied to Customers in the Territory under various contractual arrangements with Customers, including lease agreements, joint ventures, license agreements, jointly owned entities or other such ventures, between Customers in the Territory (and may also include contractual relationships with the manufacturer of Smart Pharm Assist Kiosk™ and the Distributor); (iv) Except as otherwise provided by the applicable law, the debts, obligations and liabilities of both the Distributor and the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the party incurring such and neither Distributor, nor Company shall be obligated for any such debt, obligation or liability of the other party; (v) devotion of such time, energy, and skill on a regular and consistent basis as is necessary to distribute, promote the sale of, and sell the Products through all channels of distribution in the Territory in conformity with the Company's established marketing policies and programs; (vi) accurate representation and statement of Company policies to all potential and present customers; (vii) disclosure of any problems concerning Customers to the Company; (viii) Distributor has the sole right to bring in additional dealers under this Agreement. All new dealers will be compensated by A3 Development Group, LLC. 3. SERVICES PROVIDED BY COMPANY: 3.1 Purchasing of medications, vials, labels and other items for Customers in the Territory needed to supply prescription and over the counter (OTC) medications to be dispensed via the Smart Pharm Assist Kiosk™. 3.2 Management and training services to be rendered to all employees of the Pharmacy.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





3.3 Coordinate installation, training, support, and maintenance of the Smart Pharm Assist Kiosk™. 3.4 Locating and hiring services of one or more pharmacists to support medication dispensing via the Smart Pharm Assist Kiosk™ at locations of the Customers in the Territory who contract with Smart RX Systems, Inc. 3.5 All related operating support. 3.6 All inventory and purchasing management, and all accounting and financial activities including the preparation of Profit & Loss Statements for each Kiosk Location on a monthly basis. 3.7 Profits from the operation of the Business shall be calculated according to the methodology set forth in Section 4.1 or as otherwise mutually agreed upon in writing by the parties. 3.8 INTENTIONALLY LEFT BLANK. 3.9 Sales and Marketing Plans. From time-to-time, but in no event less frequently than annually, Company and Distributor will negotiate in good faith mutually acceptable sales and marketing plans (Plans) for Distributor for each twelve-month period corresponding to the Distributor's fiscal quarter, which Plans may include revenue targets and other specific performance obligations of Distributor. The initial Plan will be established by the parties written ninety (90) days following the effective date of this Agreement and incorporated by reference into this Agreement as a new Exhibit C to this Agreement. This Plan shall be reviewed by the parties each year. 3.10 The Company agrees that it shall: (i) comply with the laws and regulations that govern its business; (ii) carry reasonable amounts of insurance, whether through self-insurance or otherwise, to cover its responsibilities with respect to indemnification under Section 9 below. The Distributor shall have the right to examine the Company's insurance policies on request; (iii) provide reasonable assistance in answering any questions the Distributor may have about the Products; (iv) provide the Distributor with merchandising assistance from time to time in the form of advertising programs, promotions, manuals, product and sales training, and sales promotions;

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





(v) cooperate with the Distributor and its dealers in providing advertising and promotion of the Products through the Territory; 3.11 Product Recalls. If the Company (or any Pharmaceutical Manufacturer) recalls any Products dispensed by the Kiosk, Smart RX Systems, Inc. will immediately contact the Pharmacist at the location to remove the recalled products and contact the customers. 4. PAYMENT: 4.1 Payment. Payment to the Distributor for the sale of the Products to Customers shall be as follows: (i) Company will pay Distributor (or its Assignee) Ten Percent (10%) of the Master Distributor Override generated by each Customer Kiosk Location. (Master Distributor Override (MDO) shall mean Total Revenue per Customer Kiosk Location collected by SRXS from third party payors and patient cash payments). This 10% of the total revenue generated is payable only if the EBITDA is a positive EBITDA and exceeds the 10% of the revenue. In cases of a positive EBITDA but shortage of funds compared to the 10% of the revenue, Distributor will take less than 10%. If the EBITDA is negative, no payments will be made to Distributor. Additionally, it will be the sole responsibility of Distributor to make a full disclosure of the 10% MDO to all its clients. (ii) The MDO will be payable within ninety (90) days from the date of the transaction (First Month payable by the end of ninety (90) days from the end of the month). (iii) For each Customer Kiosk contracted and implemented by Distributor, Company shall also pay a management fee of 40% of Net Income (Net Income for this purpose is defined as EBITDA less percentage paid to the client. The balance is then split 40%/60% to A3 Development Group, LLC and Smart RX Systems, Inc. respectively). Net Income is defined as total Customer revenue collections less all incurred expenses, and is the distributable cash generated by each Customer location. These payments will also follow the payment policy outlined in 4.1 above. (iv) The Payment(s) to Distributor or its Assignee, as set forth herein, shall be further set forth in each Class A Series Agreement, along with the respective ownership interest for both the Company and the Distributor (or its Assignee) for each respective Kiosk Location which shall have its own separate Series, as defined by the Texas Business Organizations Code for Series Limited Liability Companies, and as set forth in the Company's Operating Agreement. (v) The Payments set forth in Section 4.1(i) and 4.1(iii) above will reflect the following:

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





The Parties further agree that to the extent a Pharmacy Kiosk is located in a medical facility that is subject to the Stark Law (or similar State Stark Law), that such medical facility may not be able to fulfill any Federal Healthcare Program (FHP) (Medicare, Medicaid, Tricare) prescription, but rather the Pharmacy Kiosk will bill such FHP prescriptions through a separate billing system. The Parties cannot share such FHP revenues with the Healthcare Facility Investors who are subject to the applicable Stark Laws, but Company and A3 Development Group, LLC shall share in the EBITDA on a 60/40 basis respectfully. 4.2 Method of Payment. Payments shall be made according to such methods as may be designated or agreed to by the Parties from time to time. 4.3 Expenses. Each party shall be responsible for their respective expenses incurred under this Agreement and shall be responsible for all taxes based on its own net income. 4.4 U.S. Currency. All payments under this Agreement shall be made in lawful United States currency. Due to the fact that no retail model has been developed to date, the retail agreement will be a separate agreement. 4.5 Auditable Records. Each Party shall keep true, accurate and consistent records containing regular entries relating to the disposition of the Products, distributed reproduced or maintained in inventory by each respective Party. These records shall be available for examination during normal business hours by accountants representing the other Party, who shall be entitled to perform an audit and to make copies and extracts, and receive any explanations that may reasonably be requested. Each Party is responsible for payment of the accountant's fee, except that the other Party shall be responsible for such fees in the event the examination disclose a discrepancy in a Party's favor of more than five percent (5%) of the payments due under this Agreement. 4.6 Quarterly Reports, Distributor agrees to provide Company, within thirty (30) days after the end of each calendar quarter, with a report depicting sales and sales leads, including volume projections. Distributor shall commence providing Company such reports within thirty (30) days following the end of the calendar quarter in which this Agreement is executed. 5. INTELLECTUAL PROPERTY RIGHTS: 5.1 License. For the term of this Agreement, Company grants Distributor a limited, revocable, non-transferable, non-exclusive license under Company's copyrights to use the Company Products at Distributor's facilities in the Territory solely for marketing and support purposes directly related to the performance of its duties under this Agreement. Except as may be reasonably necessary for marketing and technical support purposes, Distributor shall not duplicate or otherwise copy any Products without express written permission from Company. All Products shall be reshipped by Distributor exactly as delivered by Company, and may not be modified in any manner by Distributor.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





5.2 Ownership of Technology. Except for the limited license granted in subsection 5.1 above, Distributor acknowledges and agrees that Company or its licensors own and will continue to own all right, title, and interest in and to the Products, including all copyright rights (including rights in audiovisual works), moral rights, patent rights (including patent applications and disclosures), rights of priority and trade secret rights recognized in any country or jurisdiction of the world, regardless of whether the Products are separate or combined with any other products, programs, or data. Company may, at its option, provide Distributor with copies of the Products for demonstration purposes, ill such cases, the demonstration products shall remain the property of Company and may not be duplicated, resold, lent, leased, given away or otherwise distributed. Distributor agrees to return aforesaid software at its expense upon written request from Company or at the termination of this agreement. 5.3 Notices. Distributor agrees not to alter, erase, deface or overprint any trademark, copyright and other notices of proprietary rights included by Company on or in Products. 5.4 Ownership of Marks. The Company Marks are the exclusive property of Company. Distributor has paid no consideration for the use of Company's trademarks, logos, copyrights, trade names or designations, and nothing contained in this Agreement shall give Distributor any interest in any of them. Distributor may use the Company Marks in marketing the Products but such use does not confer any right, title or interest in the Company Marks or in any of the Products. Distributor acknowledges that Company owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after the term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to Company (including without limitation any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in the Products). Distributor agrees not to attach any additional trademarks, logos or trade designations to any Product. Distributor further agrees not to affix any Company trademark, logo, or trade name to any non-Company product. Distributor shall not register any Company Marks with any government authority or agency. All rights to use such Company Marks shall cease upon expiration or termination of this Agreement. 5.5 Infringement Enforcement. Distributor agrees to use its best efforts to cooperate in Company's efforts to protect its proprietary rights. Distributor agrees to immediately notify Company of any known or suspected breach of Company's proprietary rights that comes to Distributor's attention. 5.6 Ownership of Intellectual Property, Company shall retain ownership of its respective Background IP that each owned prior to this partnership and nay other IP developed during this marketing relationship. 6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION: 6.1 Generally. It may be necessary during the performance of this Agreement for Company to disclose to Distributor Confidential Information. Distributor agrees to use the same degree of care to protect the confidentiality of the Confidential Information and to prevent its unauthorized use or dissemination as it uses to protect its own confidential information of a similar nature. Distributor agrees to use the Confidential Information only for purposes directly related to the performance of this Agreement. All Confidential Information remains the property of Company or the relevant third party, and no license or other rights to Confidential Information is granted or implied hereby. Company acknowledges Distributors value for identifying and contracting Customers and will not circumvent Distributor in any manner relative to its relationships with existing customers or leads.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





6.2 Internal Procedures. Distributor shall secure and protect and shall make and keep only the minimum number of copies of any Confidential Information provided hereunder as may be required for technical or archival reasons, and will ensure that each copy is marked with a clearly legible confidentiality notice. Distributor shall restrict access to the Confidential Information to its bona-fide full-time employees, or consultants who have signed a non-disclosure agreement no less restrictive than terms of this Section, and who have a bona-fide need for such access. 6.3 No Derivative Developments. Distributor may not develop, market, license, sell or otherwise distribute any products derived in part or whole from the Confidential Information or Products or based on techniques revealed by Distributor's inspection of the Confidential Information or Products, except as expressly authorized by this Agreement. 6.4 Equitable Relief. Distributor consents to an injunction without bond or other equitable relief if sought by Company from a court of competent jurisdiction against the breach of the terms of this Section, in addition to any other legal or equitable remedies which may be available to Company. 6.5 Survival. Distributor's obligations under this Section shall survive any termination or expiration of this Agreement. 7. CONDUCT OF BUSINESS: 7.1 Reputational. Distributor will conduct all its business in its own name and in such manner as it may see fit. However, conduct which Company, in its discretion, deems detrimental to Company's image or reputation, shall be grounds for termination of this Agreement, upon reasonable notice and the failure to cure such behavior by Distributor. 7.2 Public Access. Distributor shall maintain publicly accessible facilities, including offices, a Website and toll-free telephone number within the Territory, and shall use its best efforts and devote such time as may be reasonably necessary to promote the sale of the Products within the Territory. 7.3 No Partnership or Agency. Nothing in this Agreement shall be construed to constitute the Distributor as the partner, employee or agent of Company, nor shall either party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions. Distributor will pay all expenses of its office and activities and be responsible for the acts and expenses of its employees.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





8. MARKETING MATERIALS: Company will provide Distributor with reasonable amounts of Company's standard marketing literature for Distributor's use in marketing the Products. Distributor may reproduce exact copies of such materials for such use. 9. REPRESENTATIONS AND WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATIONS: 9.1 Distributor Representations. Distributor represents and warrants that it is a limited liability company organized and in good standing under the laws of the State of Texas. 9.2 Company Representations. Company represents and warrants that it is a corporation organized and in good standing under the laws of the State of Florida. 9.3 Disclaimer of Warranty. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF COMPANY PRODUCTS OR AS TO SERVICE TO DISTRIBUTOR OR TO ANY OTHER PERSON, EXCEPT AS SET FORTH IN ANY COMPANY OR END USER LICENSE AGREEMENT FOR SUCH COMPANY PRODUCTS. 9.4 No Implied Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. 9.5 Indemnification by Company. Company represents that it has sufficient right, title and interest in the Products and business processes to make this Agreement. Company agrees to defend at its expense any claim, suit or action against Distributor or any Company Licensee based on a claim that Company does not have sufficient right, title, and interest in the Products as furnished by Company, or that the Products as furnished by Company infringe on any Berne Convention copyright, United States or European patent, license, trade secret or other proprietary rights, and to pay the amount of any settlement, award, or the costs and damages finally awarded after appeal, if any, in any such claim, suit or action, provided (i) that Company is notified promptly in writing of any notice of claim or of threatened or actual suit; (ii) at Company's request and expense Company is given assistance for the defense of same; and (iii) the alleged infringement is not based upon the use of the Products in a manner prohibited under this Agreement, in a manner for which the Products were not designed, or in a manner not in accordance with the Products' specifications. 9.6 INTENTIONALLY LEFT BLANK. 9.7 Representations and Warranties. Each party (a Representing Party represents and warrants to the other party that:

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





(i) It (1) has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder and (2) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. (ii) This Agreement has been duly executed and delivered on its behalf and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity. (iii) It is not aware of any pending or threatened litigation (and has not received any communication) that alleges that its activities related to this Agreement have violated, or that by conducting the activities as contemplated herein it would violate, any person's intellectual property rights. (iv) All necessary consents, approvals, and authorizations of all regulatory and governmental authorities or other persons required to be obtained by it in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained. (v) The execution and delivery of this Agreement and the performance of its obligations hereunder (1) do not conflict with or violate any requirement of applicable law or regulation or any provision of its articles of incorporation, bylaws, limited partnership agreement, or any similar instrument, as applicable, in any material way, and (2) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which it is bound. (vi) It is duly organized and in good standing under the laws of its respective state of organization, and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. (vii) In the event of any dispute, any deadlock among both parties, or any claim, question, or disagreement arising from or relating to this Agreement or the interpretation, performance or breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the parties. (viii) If any dispute, any deadlock among the Parties, or any claim, question, or disagreement arises out of or relates to this Agreement, or to the interpretation, performance, or breach thereof, and if the dispute or deadlock is not resolved through negotiation, all such disputes, deadlocks, claims, questions, or differences shall be finally resolved by arbitration in Orlando, Florida.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





10. ARBITRATION: Any dispute arising over the terms and conditions of this Agreement or in any manner relating to this Agreement which the parties are unable to resolve informally between themselves or by mediation shall be submitted, upon the motion of either party, to arbitration under the appropriate rules of the American Arbitration Association (AAA). All such arbitration proceedings shall be administered by the AAA and held in Dallas, Texas. The parties agree that the decision of the arbitrator shall be final and binding as to each of them. The AAA administrative fee shall be advanced by the party initiating the proceeding, but shall be subject to final apportionment by the arbitrator. The arbitrator's fee shall be shared equally by the parties. The arbitrator's award may be enforced in any court having jurisdiction thereof. Prior to invoking arbitration, the parties will make a reasonable effort to settle any dispute in an informal and expeditious manner. The parties separately and specially agree that if either shall contend that this Agreement is invalid or that grounds exist for its rescission or cancellation, that any dispute concerning such contention shall be submitted to arbitration in the manner provided in this section. Each party shall bear such party's own attorneys' fees in any arbitration proceeding; however, if either party commences an action in court to compel arbitration, enforce an arbitration award, or otherwise seek by judicial means to secure compliance with the arbitration provisions of this Agreement, then the prevailing party shall be entitled to recover from the losing party the prevailing party's reasonable attorneys' fees and costs of suit incurred for such purpose. 11. TRAINING: Company will schedule and provide training classes regarding Company products for Company Pharmacists and Pharmacy Technicians. 12. TERM OF THE AGREEMENT: 12.1 Generally. This contract shall remain in effect initially for the five (5) year term (Initial Term) from the date signed and shall be automatically extended for one (1) year periods after the Initial Term (Renewal Term) unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12. 12.2 Termination for Cause. In addition to termination under Section 12.1, either party may terminate this Agreement by giving written notice to the other party: (i) if the other party fails to perform or comply with this Agreement or any provision thereof (subject to the cure period described below); or (ii) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes the subject of a petition under any bankruptcy act. Termination by Company under this Section 12.2 shall be effective sixty (60) days following Company's giving of notice to Distributor if the occurrence giving rise to the right of termination has not been cured, or immediately in the event of a breach of Section 6 regarding Non-Disclosure of Confidential Information or Section 7.1 regarding conduct injurious to Company's reputation.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





12.3 The rights and remedies of Company provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or this agreement. 13. OBLIGATIONS AFTER TERMINATION: In the event that this Agreement is terminated for any reason, both Parties acknowledge that there are certain obligations that they are required to fulfill, therefore the Parties agree that, upon termination of this Agreement: 13.1 Distributor Obligations. Distributor shall: (i) pay all valid outstanding and final invoices issued by Company within thirty (30) days after termination is effective; (ii) immediately cease all distribution, duplication, and representation of the Products and marketing literature; (iii) immediately cease all use of any Company trademarks, and not there after use any mark which is confusingly similar to any trademark associated with any Product; (iv) immediately cease all representation of an existing relationship with Company; and (v) within thirty (30) days deliver to Company copies of all customer records (electronic, paper or otherwise) related to the Products. 13.2 Company Obligations. (i) Immediately cease all representation of an existing relationship with Distributor; (ii) All medication inventory is owned by Smart RX Systems, Inc. only; and (iii) Distributor shall continue to receive Net Income per Customer location for so long as Customer continues to utilize the Products. 13.3 No Use of Products. From and after termination Distributor shall not use internally or employ any of the Products or related materials as a part, portion, or basis of any product which Distributor shall use, sell, sublicense, assign, lease, loan, license or transfer to any third party. 13.4 Survival. The terms of Sections 5, 6, and 13-23 shall survive any termination or expiration of this Agreement. 14. NOTICES AND REQUESTS: Notices required under this Agreement shall be deemed given (i) when delivered in writing personally, (ii) when sent by confirmed telex or facsimile, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth below (or such other address as either party may subsequently designate):

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Company: Smart RX Systems, Inc. Red Bug Lake Road, Suite 256 Winter Springs, Florida 32708 Distributor: A3 Development Group, LLC 17521 Highway 69 South, Suite 120 Tyler, Texas 75703 15. CONTROLLING LAW: 15.1 Generally. This Distributor Agreement shall be exclusively governed, construed, enforced and controlled by the laws of the United States of America and of the State of Texas. The parties agree that any controversy, claim, dispute, or disagreement arising under, out of, or relating to this Distributor Agreement shall be exclusively submitted for resolution exclusively to courts of competent jurisdiction located in the County of Orange, State of Florida, USA. Distributor consents and submits to the exclusive jurisdiction and venue of such courts for the resolution of such controversies, claims, disputes, or disagreements. 15.2 Service of Process. The Parties further agree that service of process in any such controversy, claim, dispute, or disagreement may be made by sending service by registered mail, return receipt requested, and the Parties expressly waive any other rights to service. If either party employs attorneys to enforce any rights arising out of or related to this Distributor Agreement, the party prevailing shall be entitled to recover reasonable attorneys' fees from the other party. 16. MODIFICATION OF THE AGREEMENT: This Distributor Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement dated even herewith or subsequent hereto signed on behalf of Company and Distributor by their respective duly authorized representatives. 17. SEVERABILITY; WAIVER; FORCE MAJEURE: 17.1 Severability. If any provision of this Agreement shall be found to be invalid or unenforceable for any reason, the remaining provisions nevertheless shall remain in full force and effect. 17.2 Waiver. Any waiver on the part of any parties hereto shall not imply the waiver of any other right or interest of such party, or any subsequent waiver. 17.3 Force Majeure. Except for failure to pay sums required under this Agreement, the parties hereto shall not be responsible for any failure or delay in the performance of any obligations hereunder caused by acts of God or the public enemy, flood, fire, natural disaster, war or preclusive acts of any governmental authority.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





18. ATTORNEYS' FEES: If either party employs attorneys to enforce any rights arising out of or related to this Distributor Agreement, the party prevailing shall be entitled to recover reasonable attorneys' fees and costs from the other party. 19. BINDING EFFECT: Subject to the limitations hereinbefore expressed, this Distributor Agreement will inure to the benefit of and shall be binding upon the parties, their successors, administrators, heirs, and assigns. 20. NATURE OF RELATIONSHIP: Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Distributor's relationship to the Company is that of an independent contractor. 21. NO IMPLIED WAIVER: The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. 22. COUNTERPARTS/ELECTRONIC SIGNATURES: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 23. SEVERABILITY: Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 14 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





24. HEADINGS: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. IN WITNESS HEREOF, the parties have hereunto set their hands and seals as of the date stated at the beginning of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same document. Telecopied signatures shall be relied on as original signatures in all respects. COMPANY: DISTRIBUTOR: SMART RX SYSTEMS, INC., A3 DEVELOPMENT GROUP, LLC, a Florida corporation a Texas limited liability company By: /s/ Sandeep Mathow By: /s/ Tracy W. Gunter Name: Sandeep Mathow Name: Tracy W. Gunter Title: Founder & CEO Title: Partner

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 15 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Exhibit A Company Marks trademarks, service marks, logos and trade names

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 16 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Exhibit B Example Pharmacy Management Services Agreements

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 17 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Exhibit C Sales and Marketing Plans

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 18 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018 
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?
answer:
Distributor acknowledges that Company owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after the term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to Company (including without limitation any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in the Products)


question:
RESELLER AGREEMENT    This agreement (Agreement) dated as of January 11, 2011 (Effective Date) is between Diversinet Corp. (Diversinet), an Ontario corporation  with its principal place of business located at 2235 Sheppard Avenue East, Suite 1700, Toronto, Ontario, Canada M2J 5B5, and 2205925 Ontario  Limited, with its principal place of business located at 111 Main Street West, Suite 304, North Bay, Ontario P1B 2T6 (the Reseller).     Diversinet and the Reseller are hereinafter referred to individually as a Party and, collectively, as the Parties. The Schedules attached hereto  shall form an integral part of this Agreement, and all references to this Agreement shall be deemed to include the Schedules.     WHEREAS Diversinet is a provider of mobile device security and authentication solutions for the mobile data ecosystem, and is the owner of  certain software products, user documentation and services and the related trade-marks;    AND WHEREAS Reseller has represented that it is qualified and desires to act as a reseller of certain of Diversinet's products within a certain  defined territory, and agrees to use its best efforts to market and sell such products in such territory;    NOW THEREFORE, for and in consideration of the mutual promises and commitments contained hereafter and other considerations, the receipt  and sufficiency of which is hereby acknowledged, the Parties have entered into this Agreement for the purpose of permitting Reseller to market  and sell certain of Diversinet's products pursuant to the terms and conditions set out as follows.    1. Appointment  Subject to payment of the Annual Minimum Commitment (AMC  - defined herein), Diversinet hereby grants to Reseller an exclusive, non- transferable and non-assignable right to market, sell, and sub-license those Diversinet products listed in Schedule 2 (the Products) within the  territory listed in Schedule 3 (the Territory) to Canadian headquartered companies, and governmental and broader public sector entities located  in Canada. Reseller's customers (the Customers) are defined as those organizations/enterprises that will market and manage the end-users of the  Products (the End-Users). Reseller acknowledges and agrees that it does not have the right to assign sub-resellers under this Agreement  outside of the Territory, except with the prior written consent of Diversinet.     Furthermore, if Reseller terminates the AMC in the manner contemplated in Schedule 3, the exclusive license above shall revert to being a non- exclusive license.    In either case, Reseller will have the non-exclusive right to contract in the rest of the world, excluding the United States. If Reseller identifies End- Users in the United States, with the prior written consent of Diversinet, Reseller may sell the Products to the End-Users. United Stated revenues  will not be counted against the AMC however Reseller will be entitled to the discount rates as indicated in Schedule 3..    In addition, Diversinet hereby grants to Reseller the right to use those Diversinet trademarks and copyrighted materials with respect to the  Products solely for the purpose of marketing and distribution of the Products as authorized hereunder. Reseller acknowledges that the use of such  trademarks and copyrighted materials does not create in its favour any right, whether of ownership or otherwise, to such trade-marks and  copyrighted materials, and that all rights arising from the use thereof by Reseller shall inure to the benefit of Diversinet.     Reseller agrees that the rights granted to Reseller in this Section 1 are solely for the purpose of supplying the Products to Reseller, its Customers  and End-Users located in the Territory. Any use outside of the rights granted herein shall require an additional license from Diversinet.     2. Ownership and Representations  (a) Except as expressly granted herein, Diversinet does not grant any further rights, license or immunity to Reseller, and hereby retains and  does not waive any rights it may have with respect to patents, trade-marks, copyrights, moral rights or other intellectual property or  proprietary rights enforceable under the laws of any country. Reseller shall not authorize anyone to reverse engineer, decompile, alter,  transfer, modify or create a derivative work from any of the Products, nor may Reseller itself engage in so doing.     (b) Reseller shall not make any representations or warranties regarding the use or operation of the Products other than those included in any  promotional materials provided by Diversinet and any Product documentation provided by Diversinet.     3. Term and Renewal  The term of this Agreement shall begin on the Effective Date and continue in effect for a period of five (5) years (the Initial Term), unless sooner  terminated in accordance with the provisions set out herein. Upon expiration of the Initial Term, this Agreement shall automatically renew for  consecutive one (1) year periods, unless terminated by Reseller within sixty (60) days prior to the expiration of the Initial Term or any renewal term,  as the case may be (the Initial Term and each renewal term, collectively, the Term). Any annual renewal would be subject to the payment, if  applicable, of the AMC as agreed to by the parties, however such AMC will not be less than the previous year AMC times 115%, payable in  applicable quarterly instalments.    4. Termination  (a) Either Party may terminate this Agreement:  (i) Upon thirty (30) days' written notice to Reseller if Reseller fails to make any AMC payment when due under this Agreement, or when  an audit, as set out in Section 13, by Diversinet reveals any under-payment for any payment due, and it is not paid within the thirty (30)  day written notice period;   (ii) providing thirty (60) days' written notice to the other Party if the other Party breaches any material term or condition of this Agreement,  and fails to cure such breach within the 60 day period;  (iii) upon providing thirty (30) days' written notice to Reseller if Reseller terminates the provisions of the Annual Minimum Commitment  and fails to meet the sales targets as set out in Schedule 3.    (b) This Agreement shall terminate automatically without notice and without further action by Diversinet in the event that:





(i) Reseller ceases carrying on its business, or if a petition shall be filed, an order shall be made or an effective resolution is passed for the  winding-up, dissolution or liquidation of Reseller.    (c) Termination under Subsection 4(a) shall trigger a phase-out period during which Reseller may continue to provide products and  services to Customers. Such phase-out period shall be the longer of (i) the remaining term of the agreement between the Reseller and its  Customers, and (ii) 18 months.    (d) Upon the termination of this Agreement for any reason: (1) all rights granted to Reseller hereunder shall automatically come to an  end and revert to Diversinet, including without limitation any right to use, operate and provide customer service or support for the Products;  (2) Reseller shall immediately pay to Diversinet all amounts due and outstanding hereunder as of the date of such termination or expiration;  and (3) within five (5) days of termination of this Agreement, for whatever reason, Reseller, must: (a) destroy all copies of the Products and  any associated Products documentation in its possession or under its direct control; and (b) deliver to Diversinet a written certificate  warranting that it has complied with the foregoing obligations.    1. Customer Orders  (a) Customer Agreements. The Parties acknowledge and agree that Reseller's Customers will acquire the Products and related services under  contract with Reseller, that Diversinet shall not have any contractual interest in Reseller's Customer relationships. Prior to Reseller  committing to provide any Products to a Customer, Reseller shall cause Customer to enter into purchase agreement(s) with Reseller with  respect to each of the Products purchased by Customer (each, a Customer Agreement). Reseller agrees that it shall include terms and  conditions in its Customer Agreements that are sufficient to protect Diversinet's interests as reflected in this Agreement, including, but not  limited to, those terms set out in Schedule 4 hereto. Such Customer Agreements shall be subject to Diversinet's approval, which approval  shall not be unreasonably withheld. Reseller shall use commercially reasonable efforts to ensure that all Customers abide by the terms of the  applicable Customer Agreement(s). Furthermore, Reseller shall enforce its Customer Agreements against Customer when requested to do so  by Diversinet. For greater clarity, Diversinet expects that the Reseller will include all of the points covered in Section 4 in its end user  agreement. When the Reseller receives a customer order they will fax both the end user agreement and the details of the order to Diversinet  and if the end user agreement contains all of the points outlined in Section 4 then Diversinet will approve the order and ship the required  products to the Reseller.    (b) Ordering Process. Reseller shall submit all orders to Diversinet for the applicable Products. Reseller's submission of orders to Diversinet  shall comply at all times with Diversinet's reasonable procedures and requirements and are subject to acceptance by Diversinet acting  reasonably. Reseller shall be solely responsible for all sales activity culminating in and including the procurement of fully-executed Customer  Agreements and purchase orders specifying the Products and Services ordered and the specific number of tokens.     1. Delivery  (a) Subject to Reseller's compliance with the terms and procedures set forth in this Agreement, Diversinet shall provide to Reseller or to  Customers the Products properly ordered by Reseller and accepted by Diversinet in material compliance with the applicable terms hereof,  notwithstanding any inconsistent or additional terms which Reseller includes in any Customer agreement.    (b) Unless otherwise agreed to by the Parties, delivery of the Products shall take place via electronic transmission or by courier, and will take  place within two (2) Business Days of a written request or purchase order for software and within five (5) Business Days for a standard  appliance. Custom built appliances or software are subject to evaluation and delivery date will be communicated after assessment. Business  Day shall mean 9:00 a.m. to 5:00 p.m. (Eastern Standard Time), Monday through Friday, excluding all statutory holidays observed in the  Province of Ontario in Canada. Delivery will be F.O.B. Diversinet's facility. Reseller shall have fifteen (15) calendar days after the later of (i)  the delivery of any of the Products by Diversinet; or (ii) any applicable evaluation period; to inspect the Products and ensure their  substantial compliance with the corresponding documentation. Unless Reseller notifies Diversinet within such fifteen (15) day period that  any of the Products fail to substantially comply with the relevant documentation, such Products shall be deemed accepted. In the event  Reseller rejects any of the Products, Reseller shall give Diversinet written notice of rejection, specifying in reasonable detail the basis for  such rejection. Diversinet will use commercially reasonable efforts to correct any nonconformance and re-deliver such Products to Reseller.    1. Reseller Covenants  (a) Manner of Performance. Reseller shall: (i) use commercially reasonable efforts to market and sell the Products and Services to Customers;  (ii) conduct business in a competent and professional manner that reflects favorably at all times on the Products and the goodwill and  reputation of Diversinet; (iii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Diversinet or the  Products, or to the public in general; (iv) not make any false or misleading representations with regard to Diversinet or to the Products; (v)  not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to  Diversinet or the Products or related services; (vi) not make any representation, warranties or guarantees to potential Customers or to the  trade with respect to the specifications, features or capabilities of the Products that are inconsistent with published statements made by  Diversinet; and (vii) comply with all applicable federal, state, region, and local laws and regulations related to the performance of its duties  hereunder.     (b) Reporting Requirements. Reseller shall, on a monthly basis, communicate to Diversinet information about Customers as reasonably  requested by Diversinet including, but not limited to, Customer business, marketing, sales and technical information, installation, service  delivery and on-going maintenance information.    (c) Technical Expertise. Reseller and its staff shall be conversant with the technical language conventional to the Products and similar  technologies in general, and will develop sufficient knowledge of the industry, of the Products and of products competitive with the  Products (including specifications, features and benefits) in order to explain in detail to potential Customers and End Users the differences  between the Products and competitive products and services.    (d) Branding. Reseller may provide its own branding for the Products; however Reseller will include a powered by Diversinet tag or such  similar identifiers as mutually agreed to by the Parties. Should Reseller require Diversinet to brand the Product, then such work will be  done under a separate statement of work to be agreed upon in writing by the Parties.     1. Fees and Billing





(a) Rates. For the Diversinet Products sold or distributed by Reseller, Reseller shall pay Diversinet the applicable list price, in U.S. dollars, for  such Product, less the applicable discount for each Product, all as set out in Schedule 3. Any reference to any amounts or currency in this  Agreement means United States dollars or U.S. dollars.    (b) Billing. Diversinet will invoice Reseller for applicable one time Token Fees and the upfront annual Validation and Support Fee upon setting  up a master account for each Customer and pre-loading it with MobiSecure tokens. Other fees and charges payable under this Agreement  will be invoiced to Reseller according to terms set out in this Agreement or any applicable schedules or attachments hereto. Reseller shall be  responsible for payment to Diversinet of all invoiced amounts for Products and services provided by Diversinet at Reseller's request to  Reseller, its Customers and/or End-Users.     (c) Payment Terms. Invoices are due and payable within 30 calendar days from the invoice date or from when the amount is due, whichever is  later.    (d) Late Charges and Taxes. All overdue amounts shall bear interest at the rate of 1% per month (12% per annum, simple interest), or the  highest rate allowed by applicable law, whichever is less, until paid in full. Interest shall accrue on a daily basis. Fees do not include any  sales, transfer, use, property, value added and other taxes, or any customs duties, tariffs or other governmental charges, all of which (if any  are due and have been incurred within the Territory) are assumed and payable by Reseller (except for taxes imposed on Diversinet's net  income). Providing proof of an exemption from any such duty, tax or charge is the responsibility of Reseller. Diversinet acknowledges and  agrees that Reseller shall withhold any applicable non-resident withholding taxes from any amount owing hereunder and remit such taxes to  the applicable federal taxing authority without provision for gross-up, if Diversinet becomes a non-resident of Canada or assigns the  Agreement to a non-resident of Canada and if Diversinet does not provide Reseller with an appropriate exemption thereto.    (e) Network Charges. The Customer or End User shall at all times be responsible for all mobile network data, roaming or airtime charges, SMS  related charges, application certification charges or marketing costs and any other fees or levies related to the cellular or wireless network  over which the Products are offered and/or provisioned, as well as Customer's own Internet access fees (collectively, the Network  Charges). None of the fees chargeable hereunder include any Network Charges and Reseller shall ensure that Customer shall indemnify  and hold harmless Diversinet and Reseller against any such Network Charges that may be levied against them for the operation of the  Products.    1. Training and Consulting  (a) Diversinet will arrange for the initial personal technical and sales instruction of up to three (3) Reseller personnel for up to five (5) days in  learning the functions, installation, integration, operation and maintenance of the Products. Such instruction shall take place in Diversinet's  corporate headquarters and expenses of the Reseller personnel incurred for attending such initial instruction shall be paid by Reseller. There will be no charge for this initial training. Thereafter, Diversinet will make available to Reseller standard Product training courses  generally offered by Diversinet at the list price.    (a) Upon Reseller's request, Diversinet will provide Reseller with pre-sales consulting and post-sales consulting at the Diversinet's standard  rates. Post-sales consulting will be provided under a separate services agreement to be entered into by the Parties, which shall include  specific statement(s) of work.    (b) Statements of Work (SOW). Fees for any future development services shall be as agreed to by the Parties in an SOW. Reimbursable  expenses agreed to by Reseller shall be paid by Reseller within thirty (30) days of Diversinet's documented invoice. Diversinet shall offer to  perform such work at Diversinet's then standard daily rate (currently at $1,500 per day). Reseller hereby agrees and acknowledges that  Diversinet shall own all code, documentation and modifications to the code or documentation, and all copyrights, trade secrets and other  intellectual property rights with respect to any such code or documentation. Diversinet hereby agrees and acknowledges that Reseller owns  any and all intellectual property rights with respect to any Reseller-specific private label associated with the software.     1. Support  (a) Services. Diversinet may provide, upon written agreement between the parties, the server hardware, physical environment, including  physical security, HVAC and power for the server hardware, all as required to provide the Products as described in Schedule 2. Diversinet  may also provide internet connectivity, by being responsible for network operation and availability from the public Internet up to the  termination cables at the network interface card on the server hardware. Diversinet shall use commercially reasonable efforts to maintain  connectivity, through the public Internet, between the server hardware and the wireless network operators or other network on which an End  User's device operates. Diversinet specifically excludes any responsibility for any connectivity between a network operator and a wireless  device, including any SMS, SMTP, or other connectivity. The products, their related service objectives and each Party's related  responsibilities in respect thereto are to be more fully described in a separate agreement.    (b) Service Term. During the Term, and subject to Reseller's payment of the annual Support Fees, Diversinet will provide support for the  Products in accordance with the terms set out in Schedule 5. Furthermore, Diversinet will support the existing Reseller trial including Apple  App Store submission until December 31, 2010. Diversinet will support the Reseller certification with Canada Health Infoway, at no additional  cost, until December 31, 2010.     (c) Standard Support. Reseller's Customers will be responsible for first level support to End-Users. Reseller will be responsible for second level  support to its Customer. Diversinet will provide third level support to Reseller. Diversinet will accept electronic mail messages via the Internet  using SMTP compliant software (E Mail) addressed to: support@diversinet.com, from Reseller with questions regarding the functions of  the Products, as well as questions about how to make full use of the software (Support Questions). If second level support is not being  provided by the Reseller, Diversinet may, at its sole discretion, provide additional support to Reseller. In these cases, Diversinet may charge  the Reseller for support services or reduce the product price discount provided to Reseller.     Reseller's Support Questions must be referred to Diversinet by a single person, designated initially as Primary Technical Support Contact  (Primary Contact)  set out in Schedule 1, unless Diversinet is notified in writing of an alternate technical support contact (Alternate  Contact). The names and e-mail addresses of up to four (4) Alternate Contacts (along with the name of the particular project or department)  shall be designated in a list provided by the Primary Contact via E Mail at support@diversinet.com. All Primary Contacts and Alternate  Contacts (collectively, Contacts)  must be members of the designated project or department. It is Reseller's responsibility to provide





Diversinet with an initial list of Contacts and to keep that list current in order to receive timely service.    (d) Updates. During the Term, Diversinet will provide updated versions of the Products (Updates). Updates shall be designated by a version  number with a higher number to the right of the decimal point (e.g., version 1.4 is an Update to version 1.2), but do not include New Releases  or Custom Releases (which are designated with a higher number to the left of the decimal point, or at the end with a letter, respectively). Prior  to delivering any Updates, Diversinet may require Reseller to sign a revised schedule if any additional grants or licenses are required for an  Update.     (e) Internet Access. Diversinet may provide, at no additional cost, access to Diversinet's Internet-based Frequently Asked Questions (FAQ's)  archives, a defect 'fix' list, or a private discussion forum available to all Products support customers, which will be moderated by Diversinet's  engineers when available.    (f) Beta Versions. Diversinet may provide Reseller with access to Beta Test versions of Updates to Products as described in paragraph (d)  above.    (g) Update Input. Diversinet will give special consideration to Reseller's feature requests for future versions of the Products.    1. ASP Sales  The Reseller may sell the Products as an Application Service Provider (ASP) sales model. Under an ASP model, the Reseller shall provide the  Products through computer-based services to End Users over a network. The Reseller shall be responsible for providing, at the Reseller's sole cost  and expense, the infrastructure, network, hosting environment, support and/or website. Reseller warrants and guarantees that Diversinet shall  have no obligations, representations or guarantees to the End User for sales made by the Reseller under an ASP sale.    2. Confidential Information  (a) Reseller agrees that all software, documentation and materials provided with the Products and all information contained therein is owned by  Diversinet. The Parties agree that any other information of a confidential or proprietary nature provided by one Party to the other from time  to time, whether marked as Proprietary,  Confidential,  Secret  or any other designation implying confidentiality, is owned by the  disclosing Party (all such information hereafter, collectively Trade Secrets). Both Parties shall treat the other Party's Trade Secrets with  the same care as they treat their own confidential information of a like nature, but in no case shall the receiving Party use less care in  handling the Trade Secrets than would be reasonable under the circumstances. The Parties agree not to make the other Party's Trade  Secrets available in any form to any third party, or use the other Party's Trade Secrets for any purpose other than as set forth in this  Agreement or as authorized by the other Party in writing. The Parties' obligations under this subsection shall survive the termination or  expiration of this Agreement.    (b) General Exclusions: The Parties' obligations set out in this section shall not apply to any information which is:  (i) rightfully in a Party's possession before receipt from the other Party;  (ii) independently developed by a Party without reference to the other Party's Trade Secrets;  (iii) approved for release by written agreement with the other Party;  (iv) rightfully in the public domain;  (v) disclosed by requirement of a governmental agency or third party as expressly required by operation of law, regulation or court order. The disclosing Party shall promptly notify the other Party of the pending disclosure to allow the other Party to seek a protective order;  or  (vi) lawfully disclosed to a Party by a third party without an obligation of confidentiality to the Party.    (c) It is expressly agreed that a violation of this section will cause irreparable harm to the owning Party and that a remedy at law would be  inadequate. Therefore, in addition to any and all other remedies available at law, the owning Party shall be entitled to seek (without posting  of a bond) preliminary, injunctive, emergency or equitable relief in the event of any actual or threatened violation of any or all of the  provisions hereof.    3. Audit  During the Term and for seven (7) years after the expiration or termination of this Agreement, or such longer period as required by applicable law,  Reseller agrees to maintain complete books, records and accounts relevant to the computation of and accounting for the amounts payable under  this Agreement. Reseller agrees to allow Diversinet or its agents and representatives the right to examine and audit such books, records and  accounts during Reseller's normal business hours for no more than once per calendar quarter upon reasonable notice. If such examination reveals  a deficiency in any amounts paid, Reseller agrees to pay any such deficiency forthwith upon demand, plus interest calculated in accordance with  Section (Late Charges and Taxes) above and, if in excess of 5%, the cost of the audit incurred by Diversinet.    4. Limited Warranty  EACH PARTY DOES NOT WARRANT TO THE OTHER THAT THE MATERIALS IT PROVIDES IN CONNECTION WITH THIS AGREEMENT  WILL MEET THE REQUIREMENTS OF THE OTHER PARTY OR ITS CUSTOMERS, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED  OR ERROR FREE.     Diversinet warrants as follows:  (a) Each of the Products operates in substantial accordance with its documentation (Operation Warranty). With respect to the Operation  Warranty, Reseller's sole remedy, and Diversinet's sole obligation, shall be to cause the Product to operate substantially in accordance with  its documentation in a timely manner. All Products shall be virus-checked prior to delivery to Reseller.    (b) The services provided under this Agreement shall be performed in a timely and professional manner by personnel (Personnel) and in all  material respects in accordance with the requirements set forth here in Schedule 5 (Service Level Agreement). Personnel shall be  appropriately trained in the performance of such services under this Agreement and shall meet those standards generally observed by  reputable and competent members of the same industry providing similar services.     c) Diversinet shall ensure that there collectively is a sufficient number of employees and personnel assigned and available during the term to  provide the services in accordance with the service levels and the standards and other terms and conditions of this Agreement.





  (d) Diversinet shall exercise professional and good judgement in carrying out and performing its obligations under this Agreement.    (e) The Products do not contain any virus, Trojan horse, worm, trapdoor, backdoor, malicious code or other code or device designed to  interfere with proper use of the Software or cause harm or injury.    (h) As of the Effective Date, to the best of its knowledge, none of the Products infringes upon any third party's patent rights (Limited Patent  Warranty).    EXCEPT AS EXPRESSLY SET FORTH ABOVE, DIVERSINET PROVIDES THE PRODUCTS, DOCUMENTATION AND OTHER RELATED  SERVICES (COLLECTIVELY, THE BUNDLED PRODUCT)  TO RESELLER AS IS  WITHOUT WARRANTY, MAKES NO OTHER  WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY OTHER WARRANTIES OF PERFORMANCE, AND  IMPLIED WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE  BUNDLED PRODUCTS, EITHER AS A UNIT, OR AS INDIVIDUAL PARTS. EXCEPT AS ABOVE SET FORTH, DIVERSINET SHALL BEAR NO  RISK AS TO THE PERFORMANCE OF THE BUNDLED PRODUCT, AND ALL RISK IS TO BE ALLOCATED BETWEEN RESELLER AND IT  CUSTOMERS AND END-USERS, OR ANY OTHERS WHO USE THE BUNDLED PRODUCT (USERS). EXCEPT AS ABOVE SET FORTH,  SHOULD THE BUNDLED PRODUCT PROVE DEFECTIVE, DIVERSINET SHALL NOT BEAR ANY COST WHATSOEVER FOR ANY SERVICE,  REPAIR OR CORRECTION TO ANY PARTY. USERS SHALL BE SOLELY RESPONSIBLE FOR ADEQUATELY PROTECTING DATA USED IN  CONNECTION WITH THE BUNDLED PRODUCT. EXCEPT AS ABOVE SET FORTH, DIVERSINET SHALL NOT BE RESPONSIBLE FOR LOST  DATA, RERUN TIME, INACCURATE INPUT, WORK DELAYS OR LOST PROFITS, LOSS OF SECURITY FOR PROPRIETARY DATA OR ANY  OTHER INJURIES OR DAMAGES RESULTING FROM USE OF THE BUNDLED PRODUCT.    Neither Diversinet, nor its subsidiaries, nor their respective directors, officers, employees, agents, assignees, co-developers, servants and  contractors, nor the Reseller has any right to make any other representation, warranty or promise of any kind with respect to any of the Products. This Agreement does not, in itself, grant any patent license or patent right of any manner or kind. Reseller will be solely responsible for  determining which patent rights it may need to use the Products and for obtaining such licenses, where applicable. So long as the terms of this  agreement are respected, Diversinet agrees that it will not bring any suit, claim or demand against Reseller, its Customers or End-Users for breach  of Diversinet's patent rights in the Products, if any.    5. Limitation of Liability and Damages  (a) EXCEPT TO THE EXTENT DIRECT FORESEEABLE DAMAGES, IN NO EVENT SHALL DIVERSINET BE LIABLE FOR ANY INDIRECT,  SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY COMMERCIAL DAMAGES OR  LOSSES) AS A RESULT OF THE USE, SALE OR DISTRIBUTION OF THE BUNDLED PRODUCT, WHETHER BY WAY OF A LEGAL  THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY,  EVEN IF DIVERSINET HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.     (b) RESELLER WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR  EXPIRATION OF THIS AGREEMENT UNDER THE LAW OF THE TERRITORY OR OTHERWISE, OTHER THAN AS EXPRESSLY  PROVIDED IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A MATERIAL  INDUCEMENT FOR DIVERSINET TO ENTER INTO THIS AGREEMENT AND THAT DIVERSINET WOULD NOT HAVE ENTERED INTO  THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY AS SET FORTH HEREIN.    (c) The availability of the MobiSecure™ Strong Authentication service depends on many factors, including Customer's connection to the  Internet, End Users' connection to the Internet, the availability of the Internet and the Internet backbone and equipment that, by its nature,  is not fault tolerant. Diversinet does not and cannot control the flow of data to or from Diversinet's network and other portions of the  Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or  inaction of such third parties can impair or disrupt Customers' connections to the Internet (or portions thereof). Although Diversinet will use  commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Diversinet cannot guarantee that  such events will not occur. Accordingly, Diversinet shall have no responsibility for any failure to meet the requirements hereunder, with  respect to performance issues, including without limitation: (i) caused by factors outside of Diversinet's reasonable control; (ii) that result  from any actions or omissions of Customers, End Users or any third parties; (iii) that result from Customers' equipment and/or third party  equipment (not within the sole control of Diversinet); (iv) caused by any act or failure to act by Customer or as a result of any Third Party  Software.    (d) NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL DIVERSINET'S LIABILITY RELATING TO THIS AGREEMENT (OR THE  BUNDLED PRODUCT) EXCEED ONE HUNDRED PERCENT (100%) OF THE AGGREGATE AMOUNT OF THE LICENSE FEES, ROYALTIES  AND SUPPORT FEES PAID BY RESELLER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCE  GIVING RISE TO THE ALLEGED LIABILITY ON THE PART OF DIVERSINET.     (e) The limitations set forth in Section 15(a), (b), (c), (d) and (e) shall not apply in respect of (i) breach of confidentiality obligations; (ii) breach  of privacy provisions as detailed in Schedule 6; (iii) the intellectual property indemnity; (iv) any Abandonment committed by Diversinet; or  (v) any willful gross misconduct (including fraud). Abandonment means Diversinet's cessation or suspension of, or refusal to perform, its  obligations under this Agreement, and such cessation, suspension or refusal (i) was knowingly intended by Diversinet to cause harm to  Reseller, and (ii) was not the result of a termination of this Agreement by Diversinet in accordance with Section 4 (Termination).    1. Indemnification  (a) Reseller Indemnity. Reseller shall indemnify and hold harmless Diversinet and/or any of its directors, officers, agents, employees,  contractors, parent companies, affiliates, and/or subsidiaries (collectively, the Diversinet Parties) from and against any claim, suit or  proceeding by a third party based on or arising out of (i) the acts or omissions of Reseller in connection with its performance or failure  to perform any other obligations in this Agreement or any agreement with a Customer, and (ii) any unauthorized representation or any  misrepresentation of fact to any third party with respect to one or more of the Diversinet Parties or Products made by Reseller or any  director, officer, agent, or employee of Reseller, provided that:





(i) Diversinet promptly notifies Reseller in writing of any such claim and Reseller has sole control of any related investigation,  defense and settlement negotiations; and  (ii) Diversinet fully cooperates with Reseller, at Reseller's expense, in defending or settling such claim.    (b) Infringement Indemnity. Diversinet shall diligently defend, indemnify and hold Reseller harmless, at its own expense, any action, loss,  cost or expense brought against Reseller to the extent that it is based upon a claim that Reseller's use of the unmodified Products as  permitted herein infringes upon a third party's intellectual property rights, and will pay the resulting costs, damages and legal fees  finally awarded against Reseller through settlement, judgment, arbitration, mediation or otherwise in such action that are attributable to  such claim, provided that:    (i) Reseller promptly notifies Diversinet in writing of any such claim under patent law and Diversinet has sole control of any related  investigation, defense and settlement negotiations; and  (ii) Reseller fully cooperates with Diversinet, at Diversinet's expense, in defending or settling such claim.    (c) Should any of the Products become, or in Diversinet's sole opinion is likely to become, the subject of any third party intellectual  property infringement claim, Reseller shall permit Diversinet, at Diversinet's sole option and expense, to:    (i) procure for Reseller the right to continue to use such Product; or   (ii) modify such Product so that it becomes non-infringing;     (d) Diversinet shall have no liability for any claim based upon:    (i) use of other than a current or the last prior release to the current unaltered version of the Products; or  (ii) use, operation or combination of the Products with non-Diversinet programs, data, equipment or documentation in a manner not  reasonably contemplated by this Agreement, if such infringement would have been avoided but for such uses, operation, or  combination; or   (iii) Reseller's or its agent's activities after Diversinet has notified Reseller that such use may result in infringement provided that the  Reseller has been provided with access to an updated version that would not be infringing.    (e) THE FOREGOING STATES OUT THE ENTIRE LIABILITY OF DIVERSINET, AND THE SOLE AND EXCLUSIVE REMEDY OF  RESELLER AND END-USER, WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE  PRODUCTS.    2. Escrow Agreement  The Parties agree to execute an escrow agreement, within 90 days of the Effective Date, with a nationally recognized escrow agent with respect to  the source code for the Products and name Reseller as a beneficiary. Diversinet will then immediately send a copy of the escrow agreement to  Reseller for its counter-signature. Diversinet shall, at least annually, deposit the source code in the escrow account. Costs associated with the  escrow agreement shall be borne by Reseller. Reseller will be provided with a copy of any deposit correspondence and escrow agent's acceptance  thereof. The escrow agreement shall provide, among other terms, that the source code shall be released to Reseller if any of the following events  (collectively the Release Conditions) occurs:    (i) Diversinet ceases to support services at levels as stated in Schedule 5 under this Agreement that is not remedied within  sixty (60) days after receipt of written notice of such failure;   (ii) Diversinet makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or  similar authority, or Diversinet becomes subject to any bankruptcy or insolvency proceeding under federal or state  statutes; or  (iii) Diversinet suspends or ceases to carry on its business and a receiver, trustee or assignee does not carry on the  business.    3. Non-Solicitation  During the Term, the Reseller agrees that it shall not induce any person employed by Diversinet to leave Diversinet's employ to become an  employee of Reseller or its agents or contractors.    4. Relationship  Nothing in this Agreement shall be construed so as to create a joint venture, partnership, employer/employee, franchisor/franchisee or  principal/agent relationship between the Parties. Reseller and Diversinet are independent contracting parties. Neither Reseller nor its employees,  consultants, contractors or agents have any authority to bind Diversinet by contract or otherwise to any obligation.     5. Choice of Forum  This Agreement shall be governed by the laws of the province of Ontario, Canada, without regard to its conflict of laws principles. Any litigation  or other dispute resolution between the Parties relating to this Agreement or its construction shall take place in the courts of Toronto, Ontario,  Canada. The Parties consent to the personal jurisdiction of, and venue in, the provincial and federal courts therein. The Parties agree that the  United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. No action against Diversinet  regardless of form, including negligence, arising out of any claimed breach of this Agreement or transactions under this Agreement may be  brought by Reseller more than two years after the cause of action has accrued.     6. Assignment  Without the express prior written consent of Diversinet (not to be unreasonably refused), Reseller may not assign this Agreement or its interest  herein in whole or in part but Reseller shall continue to be responsible should the assignee fail to perform. Diversinet may assign this Agreement at  any time and in such event, this Agreement shall continue in full force and effect as if the assignee were named as the licensor in the first instance  but Diversinet shall continue to be responsible should the assignee fail to perform. This Agreement shall be binding upon and inure to the benefit  of the successors and permitted assigns of the Parties.    7. Interpretation





This Agreement, including all Schedules, attachments and addenda, is the entire agreement constituting the complete and exclusive statement of  the terms and conditions between the Parties with respect to the subject matter hereof, and cancels and supersedes all previous negotiations,  commitments, writings and agreements that the Parties may have entered into. The Parties acknowledge that they have read this Agreement,  understand it and agree to be bound by its terms and conditions. Except for Diversinet's unilateral right to update certain Schedules as specifically  set out in such Schedules, any subsequent waiver or modification of this Agreement or any part hereof shall only be effective if in writing and  signed by both Parties. No delay or failure to enforce any right under this Agreement shall be considered a waiver of that Party's rights to  thereafter enforce each and every right and provision of this Agreement. In addition, headings set out in this Agreement are an organizational aid,  not a substantive part of this Agreement, and are not intended to limit or expand the language of each section. Any person signing this Agreement  (or any later modifications or addenda) on behalf of Reseller warrants that he or she has the authority to bind Reseller. Time shall be of the essence  of this Agreement.    8. Attorney Fees  The prevailing Party (as determined by the finder of fact) in any law suit or other dispute resolution to enforce or interpret any part of this  Agreement shall be entitled to recover, as a costs of suit, reasonable attorney's fees as determined by the finder of fact (including, but not limited  to, costs, expenses and fees on appeal).    9. Severability  If any part of this Agreement shall be found invalid or unenforceable by a court of competent jurisdiction, said portion shall be severed from the  Agreement, and the remainder shall be interpreted so as to reasonably effect the intention of the Parties. Any limitation of liability, disclaimer of  warranties and exclusion of damages set out in this Agreement are expressly intended to exist independently from, and to be severable from, this  Agreement.    10. Force Majeure  Neither Party shall in any circumstances be liable to the other for any loss of any kind whatsoever including, but not limited to, any damages or  abatement of charges whether directly or indirectly caused to or incurred by the other Party by reason of any failure or delay in the performance of  its obligations hereunder which is due to circumstances beyond the reasonable control of the affected Party, including, without limitation, acts of  God, acts of terrorism, fire, flood, strike, labour disputes, civil, commercial sabotage, statute order or any regulation of any government public or  local authority.    11. Compliance with Laws  The Products include software (Software) that is commercial computer software developed at private expense, and in all respects is proprietary  data belonging solely to Diversinet or its suppliers. Reseller shall comply with all applicable export and import control and other relevant laws of  any applicable jurisdiction. Determination of the applicable law is Reseller's responsibility. Reseller understands that the Products utilize  cryptographic products that are highly regulated.     12. Publicity  The Parties shall use commercially reasonable efforts to issue a joint press release concerning this Agreement after the execution hereof. Any  further use of the other Party's name or logo in any publicity materials is prohibited without such other Party's prior written consent, which  consent shall not be unreasonably withheld.    13. Notices  Any notice, demand, or communication between the Parties shall be deemed given and received: (i) when personally delivered; (ii) when  transmitted by facsimile with proof of transmittal; or (iii) five (5) days after deposit (properly addressed with postage prepaid) with the postal  service for registered/certified mail. The addresses and contact information may be changed at any time by giving written notice as allowed under  this section. Reseller's address and contact information are as set out in Schedule 1. Address and contact information for Diversinet are as follows:   Diversinet Corp.  Attention: Chief Financial Officer  2235 Sheppard Avenue East, Suite 1700  Toronto, Ontario, Canada M2J 5B5  Phone: 416-756-2324 Fax: 416-756-7346    14. Survival  Any terms or conditions of this Agreement by which obligations of either Party are expressed to be applicable or which extend or may extend  beyond termination of this Agreement shall survive the expiration or termination hereof.    15. Language  This Agreement shall be interpreted consistent with its English linguistic construction, and all communications between the Parties shall be  deemed to be conducted in the English language. Reseller will be responsible, at its own cost and expense, for any language and documentation  localization for the Territory.    16. Counterparts  This Agreement may be executed in two or more counterparts, by original or facsimile transmission, each of which so executed shall be deemed to  be an original and such counterparts together shall constitute one and the same document.     IN WITNESS WHEREOF the Parties have signed this Agreement, as of the date first written above, by their duly authorized representatives.    2205925 Ontario Limited  DIVERSINET CORP.

  Signature:__________________________________    Signature:__________________________

Print Name: Dr. Wendy Graham Print Name: Albert Wahbe

Title: President Title: CEO







Schedule 1  Reseller Information

          #

Date Signed_________________________________ Date Signed________________________

Name 2205925 Ontario Limited

Street Address 111 Main Street West, Suite 304

City North Bay, ON

Country Canada

Zip/Postal Code P1B 2T6

Billing Address (if different from above)   Shipping Address (if different from above)   Telephone   Facsimile   Person Signing Contract Dr. Wendy Graham

E-mail Address drgraham@vianet.ca

Primary Technical Support Contact   Address and Contact Information  for Notice section in the Agreement





Schedule 2  Products    Unless otherwise agreed to by the Parties, the Products shall mean the following:    1. MobiSecure® Wallet and Vault  MobiSecure® Vault server allows subscribers to securely store and manage their personal data and other information, select the information to be  downloaded to their mobile devices and share it with others via email, fax or SMS messaging. The MobiSecure® Vault server is designed to host  and manage a variety of different types of personal information e.g. financial, health, identities and passwords. It provides a framework for  administrators to define and customize the information to be hosted and managed and supports a plug-in architecture and web service interfaces  to allow for rapid integration with external information, payment and messaging systems.     MobiSecure® Wallet application works in conjunction with the MobiSecure® vault server. It is designed to run on desktop computers and mobile  platforms including Java based phones, RIM Blackberries®,  Microsoft Windows Mobile®,  iPhone, Android and BREW devices. The Wallet  application provides offline and online access to personal information. Information is stored in the device for instant and offline access securely  using a patented technique. The information is synchronized automatically or upon user's request with the vault server using a secure data  synchronization protocol. Users may use the wallet application to access their information instantly when they are traveling, retrieve additional  information from the vault server or send their information to others via email, SMS or fax. The wallet application includes an embedded software  One-Time-Password (OTP) token to allow for secure and easy access to the vault server using dynamic password based authentication.     The MobiSecure® Wallet SDK and MobiSecure® Vault API allows customers and third party developers to build secure mobile applications by  leveraging Diversinet's Wallet secure container services.    Applications features and benefits (utilizing Wallet and Vault) include:  Patient Portal  The Patient Portal is a set of web pages designed to permit patients to display, add, delete and update information pertaining to their  demographics, attending physicians, chronic conditions, allergies, immunizations and messages received from registered doctors and clinical  staff.    The Physician's Tool  This is a windows based application which permits doctors and authorized 'circle of care'  workers to access patient records stored in the  information repository. These users may add, delete or update the patient records and may also 'Validate' existing records. Validation consists  of marking the records as 'Validated' and making them read only from that point to maintain record values that the physician has agreed to by  validating the record.    The Physician's Tool also can create and display secured messages to the patient which will be protected by the Diversinet MobiSecure® Health platform. The tool can also display a complete record of messages sent to the patient with associated time and date of acknowledgment  from the patient. The administrator users of the tool can also add and delete doctors and other circle of care worker accounts in order to  administer the operation of the clinical side of the Diversinet Platform.    Message Manager  The Message Manager is a tool used to collect and display incoming patient messages to the clinic and answer's to previously sent  questions from the clinic. The Message Manager permits the user to prepare reply messages as well as automatically preparing an audit trail of  all display and reply activities.    Message Generator  The Message Generator is an extension of the messaging tool in the Physician's Tool above, used to create user reminder messages based  upon reminder criteria and the user records in the repository for recurring action requirements. Examples include recurring tests (i.e. PAP,  colonoscopy, recurring blood work supporting medications), reminders about health and lifestyle choices, medication reminders.)     2. MobiSecure® Strong Authentication  MobiSecure® Strong Authentication is a fully automated, OATH-standards based strong authentication server product. It is available as a fully  configured appliance or a packaged software product and is designed to be easy to deploy and easy to use for high-volume Internet or wireless- based strong authentication. Its supported clients operate on mobile phones, personal computers, USB stick and can also be embedded into  microchip or smart card technologies.    The system supports Over-the-Air and Over-the-Web MobiSecure SoftToken delivery. The same system also supports the MobiSecure Validation  Server for ongoing one-time password (OTP) validation for user authentication. MobiSecure Strong Authentication components are:    The MobiSecure® Strong Authentication Platform contains the following components:  1. MobiSecure Provisioning Server  2. MobiSecure Validation Server  3. MobiSecure SMS Server  4. MobiSecure Registration/Administration Server  5. MobiSecure SoftToken Client    MobiSecure® SoftToken: MobiSecure SoftToken is a client-side software token that is available as a Mobile SoftToken or as PCToken. It can be  easily delivered, downloaded and embedded into a user's personal computer, PDA or mobile phone. It performs basic functions for managing and  generating one-time password values. The client-side software token is easily delivered, downloaded and installed into a user's device.  MobiSecure® SoftToken supports both time based and event based one-time passwords. Event based one-time passwords expire once they are  used and are no longer valid. Time based one-time passwords expire once they are used or the valid time period elapses, whichever comes first.    MobiSecure® SoftToken can be embedded into customer client applications using SDK's for mobile platforms and Windows PC. Key features of





the MobiSecure® Strong Authentication Toolkit are listed below:  1. Lightweight library allows for a modular implementation- use only the components you need  2. Client API available in C and Java programming languages for software clients  a. Allows organizations to develop their own clients or integrate with existing applications  b. DLL provided for rapid development on Microsoft Windows platform  3. Server API  a. SPML interface for integrating enterprise applications  b. SPML Java client libraries for rapid integration  c. Free Radius interface to OTP Validation Server    3. MobiSecure® SMS Messaging  MobiSecure® SMS Messaging leverages the familiarity and popularity of SMS messaging to create a secure messaging solution that utilizes state  of the art AES encryption technology to securely transmit and receive SMS messages. Messages can be both 1-Way (Push) based and 2-Way  (Pull or Push-Pull) based between mobile users and backend server applications. Unlike traditional SMS service, MobiSecure® SMS Messaging  subscribers will automatically receive message delivery and read confirmations on their mobile device.    The MobiSecure®  SMS Messaging solution offers a fully integrated secure gateway environment. This simplifies and eliminates extensive  integration efforts with multiple gateways globally. High-level APIs, allow for the submission of text messages from a third party application or  directly from the handset itself.





Schedule 3  Territory, Sales Targets, Prices and Discount    Annual Minimum Commitment (Annual Minimum Commitment or AMC). During the Term of the Agreement, Reseller shall pay to Diversinet  an Annual Minimum Commitment, payable as follows:    a) A total of four hundred thousand ($400,000) dollars shall be paid by Reseller to Diversinet as of the Effective Date.  b) A total of seven hundred thousand ($700,000) dollars shall be paid by Reseller in quarterly instalments of $175,000 to Diversinet on each of  December 1, 2011, March 1, 2012, June 1, 2012 and September 1, 2012.  c) A total of one million ($1,000,000) dollars shall be paid by Reseller in quarterly instalments of $250,000 to Diversinet on each of December 1,  2012, March 1, 2013, June 1, 2013 and September 1, 2013.  d) A total of one million three hundred thousand ($1,300,000) dollars shall be paid by Reseller in quarterly instalments of $325,000 to Diversinet  on each of December 1, 2013, March 1, 2014, June 1, 2014 and September 1, 2014.  e) A total of one million six hundred thousand ($1,600,000) dollars shall be paid by Reseller in quarterly instalments of $400,000 to Diversinet on  each of December 1, 2014, March 1, 2015, June 1, 2015 and September 1, 2015.    AMC Tokens. For each contract year that the AMC applies, Diversinet shall deliver to Reseller the number of End User licenses equal to the  contract year AMC divided by twenty-four (24) in satisfaction of the AMC. For the first contract year, the applicable service license fees for the  Mihealth pilot production shall be deducted from the AMC. There is no carryover of the AMC from one year to the next.     AMC Termination. After the first year and upon 180 days written notice, Reseller may terminate the AMC. Termination of the AMC by Reseller  shall eliminate any exclusivity of the Reseller in the Territory.    Territory  Assuming that the AMC amounts have been paid and the Reseller has not terminated the AMC, Reseller shall have the exclusive right to contract  with Canadian head quartered companies and governmental and broader public sector entities located in Canada (the Territory). Furthermore,  Reseller will have the non-exclusive right to contract in the rest of the world, excluding the United States.    Sales Targets  After AMC termination, Reseller shall generate at least the following amount of new sales of the Products in each contract year (for the purpose of  this Schedule 3, a contract year shall be each 12-month period commencing after the termination by Reseller of the AMC). New sales are defined as  the aggregate amount of all Product sales and Support Fees paid by Reseller pursuant to pricing set out below, inclusive of any applicable  discounts and exclusive of applicable taxes. If Diversinet materially reduces Reseller's Territory, the Parties shall negotiate and, acting reasonably,  adjust Reseller's sales targets.    Contract Year 1: $750,000 (quarterly targets at ¼ of annual amount)  Contract Year 2: $1,000,000 (quarterly targets at ¼ of annual amount)  Contract Year 3: $1,250,000 (quarterly targets at ¼ of annual amount)  Contract Year 4 onward: $1,500,000 (quarterly targets at ¼ of annual amount)    Product Prices and Discount:  Diversinet maintains a product price list that details the products available and the list price. The product price list is incorporated by reference to  this Agreement. The Product List Price is subject to change by Diversinet upon provision of at least thirty (30) days' written notice to Reseller.    Reseller shall be entitled to the following discount to the following Diversinet's standard pricing:  Discount %  For annual revenues < $1m 30%  For annual revenues > $1m and <$2m 40%  For annual revenues > $2m 50%    Product Price List Terms and Conditions  ÿ Price proposals are valid for 30 days and subject to change by Diversinet at its sole discretion  ÿ All prices are expressed in United States dollars  ÿ Prices do not include any applicable taxes  ÿ Prices do not include shipping and additional charges  ÿ Support and maintenance fees are 20% of the server license fee, payable annually in advance after the first year and include: patch,  maintenance and major release updates, Diversinet online technical support and email/phone technical product support from Monday- Friday, 9:00a.m.-5:00p.m., excluding statutory holidays  ÿ Optional maintenance and level 2 support and training is available at $1,500 per person day (excluding travel and out-of-expenses)  ÿ Professional services are available at $1,500 per person day (excluding travel and out-of-expenses)    SCHEDULE 4

CUSTOMER TERMS & CONDITIONS

Reseller agrees to include terms and conditions in its Customer agreements that are reflective of the following:

(a) the Customer is granted a non-exclusive, non-transferable and non-assignable right to use the Products solely for their intended use;    (b) the Customer may not reverse engineer, decompile, alter, transfer, modify or create a derivative work of the Product;    (c) no ownership rights to the Products and documentation are transferred to the Customer;    (d) the Customer may not use the Products otherwise than as a part of the equipment, hardware or software in which any Product has been  incorporated or for which it has been delivered;





  (e) the Customer may not remove any proprietary, copyrights, trade secret or warning legend from any Products or documentation or copies  thereof;    (f) the Customer may not furnish the Products or documentation into any country in violation of any export control laws or regulations.    The Reseller's agreements with its Customers shall also contain disclaimers of warranties and limitations of liabilities with respect to the Products  and documentation at least as restrictive as those set forth in this Agreement.  SCHEDULE 5  Service Level Agreement    1. Overview. This Support Plan Schedule (SLA)  details the terms for technical support provided by Diversinet during the term of this  Agreement to the Reseller's Technical Support team, provided however, Reseller is current with payment of all fees. The Reseller's  Subscribers shall interface with the Reseller Technical Support only. The Reseller Technical Support shall escalate product issues of a certain  severity and above to Diversinet Technical Support. This SLA specifically addresses: (i) the service levels definition, measurement and  minimum service standard in effect for the product, and (ii) technical support definition, availability and response timeframes.     1.1 Reseller Technical Support Escalation Path Around Product Issues    1.a.1 Subscriber call arrives at the Reseller Level 1 Support: the Reseller Level 1 Support will open a trouble ticket and attempt to  resolve the issue. If no resolution, trouble ticket escalates to the Reseller Level 2 Support.    1.a.2 Level 2 Support attempts to resolve the Subscriber trouble ticket utilizing documentation, tools and procedures provided with  the product. If Level 2 Support can't resolve the problem, Level 2 shall make a judgment call as to whether this appears to be a  Subscriber problem or a Diversinet product related problem. Level 2 will escalate the trouble ticket to the Reseller Engineering  Maintenance and Escalations. (EME).    1.a.3 The Reseller's EME will investigate. If this is indeed a Subscriber related problem, EME will be responsible for resolution. If EME  determines this is actually a Diversinet Software issue, EME will send the trouble ticket back to Level 2 for dispatch to  Diversinet. Level 2 Support will escalate the trouble ticket to Diversinet for resolution. Level 2 Technical Support still owns the  Subscriber relationship. Anyone in Reseller Level 2 Technical Support can escalate to Diversinet.     1. Diversinet Support Service Availability.    Technical Support Availability.  Diversinet Technical Support will be available to accept and respond to problem calls or email from  Reseller's Technical Support from 9:00 am - 5:00 pm Eastern Standard Time (US), 5 days a week (Monday through Friday), 52 weeks a year,  excluding United States and Canadian national holidays. During such hours, technical support calls or email will be answered immediately by  the support staff. Diversinet will provide a phone option to speak directly to a trained technical support representative. Diversinet will make  the reasonable commercial effort to answer promptly to calls.    2.1 Diversinet Contact information

  2.2 Reseller Contact information

  2.3 Response Time  Response Time shall mean the time it takes to respond to a request specific to the Severity (defined below) of the incident as described  below. In the event the response time is not met the incident shall be escalated as described below.    Escalation of Incident: Definitions of Severity levels    Severity 1 Problems. Severity 1 Problems generally include any events that have a significant impact on the operations of the system and  have an impact on Subscribers' use of the Software, such as:   ÿ

Designation Name (if  applicable)   Direct Tel. No  Cell Tel  E-Mail

Technical Support N/A 416 756 2324 x 300 N/A support@diversinet.com

Technical Support &  Escalation Manager   Charles Blair 416 756 2324 x 234 416 562 1773 cblair@diversinet.com

TS VP  David Annan 416 756 2324 x 232 416 587 0108 dannan@diversinet.com

Designation Name (if  applicable)   Direct Tel. No  Cell Tel  E-Mail

Technical Support &  Escalation Manager

TS VP

System or application is down or unavailable; transactions can't be processed.   ÿ Any event that significantly disrupts or threatens to disrupt service levels of the Software due to errors in the software, tools or  system configuration provided by Diversinet.   ÿ Any online application outage that significantly impacts the online availability and service level of the Software.   ÿ Consistent degradation of performance (response time or function) that significantly impairs the Software.   ÿ Any repeating unresolved incidents that have significant impact on the operations of the Diversinet Based Service or Subscribers'  use of the Software.





ÿ Resolution may involve software changes, configuration modifications, operating procedure changes or 'workarounds'. Resolution  shall be defined as a situation wherein the system is restored to a state wherein the effective outage is relieved.    Severity 2 Problems. Severity 2 Problems generally includes any events (other than Severity 1 Problems) that adversely affect the operation  of the Diversinet Based Service or the User Software, such as:   ÿ An error that disables only certain non-essential functions of the User Software and may result in degraded operations, including  without limitation, an error that results in computer transactions not processing properly.   ÿ An error/event that disables only non-essential functions of the User Software, but also adversely affects the use of the User  Software.   ÿ Resolution may involve software changes, configuration modifications, operating procedure changes or 'workarounds'. Resolution  shall be defined as a situation wherein the system is restored to a state wherein the effective outage is relieved.    Severity 3 Problems: Severity 3 Problems generally includes minor events that do not have a significant impact or adverse effect on the  operation or performance of the Diversinet Based Service or the User Software.     Severity 4 Problems: Severity 4 Problems generally are potential Software enhancements or feature requests that Subscribers request of  Reseller Technical Support. This is to help Diversinet track Reseller's requests and process them appropriately.    Problem Isolation: Diversinet Technical Support will provide best efforts to mitigate all service affecting conditions which may arise. For each  S1 - S3 incident Diversinet will produce an Incident Report provided to Reseller. Situations where there are unapproved variations made in the  approved design, configuration, network or systems environments are not covered under this SLA. Furthermore, this SLA does not cover  problems encountered by end users relating to hand held devices hardware, software and network problems that are outside the control of  Diversinet or not supported by Diversinet. Diversinet will inform/publish to Reseller a quarterly list of mobile devices, related software and  network operators and telecommunication companies that can support Diversinet software, products and services.    Resolution Target: Diversinet will commit to provide a resolution to problems caused by its software, tools or procedures. Every effort will be  made to prevent maintenance procedures during Scheduled Maintenance Times from affecting service availability.     Table 1: Escalation Tiers and Initial Response Times

    #

Priority  Level  Technical Support Initial  Response (in Hours)  Escalation to Manager (in  Hours)  Escalation to VP (in  Hours)

S1 1 2 3

S2 2 4 24

S3 4 8 48

S4 Next Business Day





SCHEDULE 6   PERSONAL INFORMATION  Definitions, Interpretation  1) In this Exhibit D:

a) Agreement  means the License Agreement between Diversinet Corp. (Licensor)  and 2205925 Ontario Limited (Licensee)  with  effective date of January 10, 2011;

b) Personal Information means information that is defined as personal information in PIPEDA, including without limitation personal  health information, that is held, transmitted or stored on or by the Software licensed to Licensee under the Agreement;

c) PIPEDA means the Personal Information Protection and Electronic Documents Act (Canada); and

d) Services means the services provided by Licensor to Licensee under the Agreement including without limitation, the Support Services.

2) Any capitalized term that is not defined in section 1 above has the meaning attributed thereto in the Agreement.

3) The parties acknowledge and agree that:

a) Licensee represents that it is an organization subject to PIPEDA and Licensor is a third party service provider to the Licensee in  connection with the Services;

b) Licensee's End Users shall interface with Licensee Technical Support only and in general, Licensor will not require access to Personal  Information to provide the Services;

c) notwithstanding subsection 3(b) above, Licensor may from time to time require access to Personal Information to provide the Services;

d) Licensor shall only access Personal Information with the prior written consent of Licensee;

e) Licensor shall not download, which for the purposes of this Privacy Exhibit includes copy, hold or otherwise save Personal Information,  without the prior written consent of Licensee and for greater certainty, consent to access Personal Information does not constitute  consent to download Personal Information;

f) where Licensor receives consent to access, access and download or access and otherwise use Personal Information, the terms and  conditions of this Privacy Exhibit shall apply to Licensor in relation to those activities; and

g) where Confidential Information of the Licensee is also Personal Information, the provisions of this Privacy Exhibit take priority over  section 7 of the Agreement in the event of any conflict.

Ownership of Personal Information/ Prohibition on Disclosure  4) Nothing in this Privacy Exhibit shall be interpreted or construed to give Licensor any interest in or control of Personal Information and for  greater certainty, as between Licensor and Licensee, Licensee owns and controls and shall continue to own and control Personal Information.

5) Licensor shall not disclose Personal Information. For clarity, the use of Personal Information by employees, agents and representatives of  Licensor in accordance with this Privacy Exhibit does not constitute the disclosure of Personal Information by Licensor to those employees,  agents and representatives.

Safeguards   6) Notwithstanding any provision to the contrary in the Agreement, Licensor shall not subcontract or assign any of the Services that may  require access to or the downloading or other use of Personal Information except with the prior written consent of Licensee or as required to  be disclosed by a governmental agency or third party as expressly required by operation of law, regulation or court order.

7) Licensor shall use security safeguards that meet or exceed industry standards to protect Personal Information against such risks as loss and  unauthorized access, collection, use, disclosure and destruction.

8) Notwithstanding any provision to the contrary in the Agreement, Licensor shall not, except with the prior written consent of Licensee, access  or use Personal Information from outside Canada or transmit Personal Information outside Canada.

9) Where Licensor downloads Personal Information in accordance with this Privacy Exhibit, Licensor shall prohibit its employees, agents and  representatives from downloading Personal Information onto any portable device, unless the information is encrypted in accordance with  industry standards for strong encryption.

10) Licensor shall segregate Personal Information from information of any person other than Licensee.

11) Subject to a written direction from Licensee to securely destroy Personal Information, upon the expiry or termination of the Agreement and at  any other time at the request of Licensee, Licensor shall promptly return to the Licensee Personal Information that Licensor downloaded in  accordance with this Privacy Exhibit.

Inspection and Audit  12) In addition to any other rights of inspection, review and audit Licensee may have, Licensee or a person appointed by Licensee may, at any  reasonable time, on reasonable notice to Licensor, at Licensee's sole cost and expense, enter any location from or in which Licensor has  accessed, used or downloaded Personal Information to inspect, review and audit the equipment, systems (including without limitation security  systems), documents, processes and practices that are used in connection with the provision of the Services for the purpose of assessing  Licensor's compliance with this Privacy Exhibit. Licensor shall provide all reasonable assistance to Licensee in relation to any such  inspection, review and audit.

13) Licensor shall track the access, downloading and use of Personal Information, in accordance with this Privacy Exhibit, by its employees,  agents and representatives and maintain a record of such activities. Within twenty-four hours of a request, Licensor shall provide Licensee





with a copy of any or all of the records created and maintained under this section 13.

Licensor Employees, Agents, Representatives  14) Licensor shall ensure that it only permits access to Personal Information to those of its employees, agents and representatives who: (a) will  need access to Personal Information to deliver the Services; (b) have received training in the protection of Personal Information; and (c) have  agreed to comply with the provisions of sections (5), (8), (9), (10) and (12) of this Privacy Exhibit.

Notice of Non-Compliance  15) If for any reason Licensor does not comply or anticipates that it shall be unable to comply with a provision of this Privacy Exhibit in any  respect, Licensor shall promptly notify Licensee of the particulars of the non-compliance or anticipated non-compliance and of the steps it  proposes to take to address or prevent the recurrence of the non-compliance or anticipated non-compliance.

Default   16) Notwithstanding anything to the contrary in the Agreement, Licensor acknowledges and agrees that a breach of this Privacy Exhibit by  Licensor which remains uncured for a period of sixty (60) days shall constitute a material breach and grounds for the termination on notice of  the Agreement by Licensee without cost or liability to Licensee. Without limiting the foregoing, Licensor agrees that in addition to any other  rights or remedies Licensee may have for material breach of the Agreement, Licensee has the right to an injunction or other equitable relief in  any court of competent jurisdiction enjoining a threatened or actual breach of this Privacy Exhibit by Licensor.

No Withholding  17) Licensor shall not, and hereby forever waives any and all right to, refuse to return Personal Information to enforce any alleged payment  obligation or in connection with any dispute connected with the Agreement or any other matter between Licensor and Licensee.

Survival  18) The obligations of Licensor under this Privacy Exhibit shall survive the termination of the Agreement.

  # 
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.
answer:
THE FOREGOING STATES OUT THE ENTIRE LIABILITY OF DIVERSINET, AND THE SOLE AND EXCLUSIVE REMEDY OF  RESELLER AND END-USER, WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE  PRODUCTS.


question:
Exhibit 10.1

                        INTELLECTUAL PROPERTY AGREEMENT

     THIS AGREEMENT (the Agreement),  dated June 16, 2004, is made and entered into by and between VISUALANT INCORPORATED, a Nevada corporation (the Company) and KENNETH TURPIN (Turpin),

     WHEREAS,  the  Company  is in  the  business  of  researching,  developing, acquiring, and commercializing products and services related to color technology outside  the  visible  spectrum,  using  specialized  narrow band N-IR and N-UV sensors and spatial  analysis  software  modeling which  translate the invisible into the visible (the  Business),  and involving  specialized  and proprietary information and trade secrets which the Company considers to be amongst its most sensitive, confidential, and proprietary information;

     WHEREAS, Turpin has identified,  researched and is developing the Business for and on behalf of the Company;

     NOW THEREFORE,  in consideration of the sum of $10.00 paid by each party to the other, and the  representations,  warranties and covenants contained herein, the  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as follows:

1.   Definitions.  In this Agreement, the following words and phrases shall have      the following meanings:

     (a)  Affiliate  shall have the same  meaning as  contained  in the Canada           Business   Corporations  Act;  Company   Affiliate  shall  mean  any           Affiliate of the Company;

     (b)  Company Property means any and all information, equipment, hardware,           components, documents and other property of the Company or any Company           Affiliate  provided  to or used by Turpin,  including  all  computers,           monitors,  laptops,  personal  digital  assistants,  mobile  computing           devices,  computer  peripherals,  cell  phones  and other  telephones,           pagers,  storage media,  security cards, keys,  calling cards,  charge           cards,  reference  materials,  designs,  specifications,   schematics,           drawings,  diagrams,  pictures,  notes,  memoranda,  papers,  manuals,           records, and the like;

     (c)  Intellectual  Property  Rights means any and all copyrights,  design           rights,  trade-marks,  trade  secrets  and  confidential  information,           patent rights,  and all other  proprietary  rights,  which may subsist           anywhere in the world,  whether registered or unregistered,  including           all applications for registration or issuance of any of the foregoing,           all priority and convention  rights in any of the  foregoing,  and all           rights to file any such applications;

     (d)  Research  and  Development  means  information   pertaining  to  any           research, development,  investigation,  study, analysis, experiment or           test  carried on or  proposed  to be carried on by the  Company or any           Company Affiliate;

     (e)  Software  means  any  and all  algorithms,  data  structures,  code,           instructions,  scripts,  tables, data, and other information used by a           computer or processor to process information, such Software including,           without  limitation,  (i) all source code,  object code and executable           code, and (ii) all routines,  subroutines,  program material, computer           files,  system  architectures,   models,   flowcharts,   requirements,           specifications,   notes,  outlines,  papers,  descriptions  and  other

                                       1

          documents   created  or  developed  in  connection  with  any  of  the           foregoing,  the resulting  screen formats and other visual effects of           the Software,  and any formulae,  processes,  or ideas, whether or not           protected by copyright;

     (f)  Work means,  with respect to the Business,  any and all  inventions,           discoveries,  designs,  developments,   modifications,   improvements,           products, methods, trade secrets, mid know- how that Turpin, solely or           with others,  conceives of,  modifies,  develops,  contributes  to, or           reduces to practice,  including without limitation Software,  records,           documents,  photographs,  video recordings, sound recordings,  images,           designs,    animations,    drawings,    sketches,   diagrams,   plans,           compilations, and analyses, and all parts, elements,  combinations and           derivative works thereof, and

     (g)  Work  Product  means any and all Work and  other  items in any form           that Turpin, solely or with others, conceives of, modifies,  develops,           contributes  to, or reduces to practice  during the period of Turpin's           employment with the Company and which:

          (i)  relate,  directly  or  indirectly,  to the  Company's  present or                future foreseeable Business or Research and Development; or

          (ii) result from any work performed by Turpin for the Company;

          whether or not such are made during or after working hours,  on or off           the Company's premises.

2.   Ownership  by the  Company.  Turpin  acknowledges  and agrees that all Work





     Product  have been made for the Company  and that the Company  shall be the      exclusive  owner  of all  right,  title,  and  interest  in and to the Work      Product and all  Intellectual  Property Rights therein.  Turpin does hereby      assign and transfer to the Company,  effective  upon  creation,  all right,      title, and interest that Turpin may have in and to the Work Product and all      Intellectual Property Rights therein and does hereby assign all of Turpin's      future right,  title,  and interest that Turpin may have in and to each of      the Work Product and Intellectual Property Rights therein, effective at the      time each is created.  Turpin hereby  irrevocably  and expressly  waives as      against  any  person all moral  rights  Turpin may have in any and all Work      Product.

3.   Disclosure of Work Product. Turpin agrees to maintain at all times adequate      and current  records  relating to the creation and development of the Work      Product and  Intellectual  Property Rights  therein,  which records and all      copies  thereof  shall be and shall  remain the  exclusive  property of the      Company,  and to  disclose  all such  records  and  copies  to the  Company      promptly.

4.   Assistance.  Turpin shall, at the Company's  request,  assist with, execute      and   deliver   all   further   documents,   applications,    declarations,      verifications,  submissions,  transfers  and  assignments  and do all other      things requested by the Company, acting reasonably,  during the term hereof      and  thereafter,  at the expense of the  Company,  but  without  additional      compensation,  to enable the Company or its nominees to apply for, acquire,      prosecute,  perfect,  enforce and/or maintain any and all right,  title and      interest, in any country, in and to the Confidential Information,  the Work      Product and the Intellectual Property Rights in same.

                                       2

5.   Protection of Work Product.  Turpin  covenants that Turpin shall not at any      time directly or indirectly contest or assist any third party in contesting      the Company's right,  title, and interest in and to the Work Product or any      Intellectual  Property  Rights  therein.  Turpin  shall  not,  directly  or      indirectly,  apply for or seek registration of any  Intellectual  Property      Rights in any Work Product in any jurisdiction  without the express written      approval of the  Company.  Turpin  waives any and all  existing  and future      moral rights with respect to the Work Product and all Intellectual Property      Rights therein.

6.   Return of Company  Property.  Turpin shall  deliver to the Company all Work      Product and Company  Property,  including all originals and copies thereof,      in Turpin's possession and/or control,  at the request of the Company,  or,      in the  absence  of  such a  request,  upon  the  termination  of  Turpin's      employment with the Company.

7.   Term and  Termination.  This Agreement  shall continue until  terminated as      provided herein.  This Agreement may, with written notice, be terminated by      either party should Turpin's  employment with the Company terminate for any      reason.  Termination under this Section 12 shall be effective from the date      written  notice is delivered or the date  specified in the written  notice.      whichever is later.

8.   Injunctive  Relief.  Turpin  acknowledges  that  monetary  damages would be      inadequate  to  compensate  the  Company  for any  breach by Turpin of this      Agreement and that any such breach would constitute irreparable harm to the      Company.  Accordingly,  Turpin  agrees  that upon the breach or  threatened      breach of any terms of this  Agreement,  the Company shall,  in addition to      all other remedies,  be entitled to an immediate  injunction  enjoining any      breach of this Agreement or a decree for specific performance.

9.   Amendment.  Waiver.  Variation.  No amendment,  waiver, or variation of the      terms, conditions,  warranties,  covenants,  agreements or undertakings set      out herein shall be of any force or effect  unless  reduced to writing duly      executed  by all  parties  hereto  in the  same  manner  and  with the same      formality as this Agreement is executed.

10.  Successors and Assigns. This Agreement shall be binding upon Turpin and the      heirs and legal  representatives  of Turpin,  and shall be binding upon and      ensure to the  benefit  of the  Company  and its  successors  and  assigns,      including  any  corporation  with  which or into  which the  Company or its      successors may be merged or which may succeed, to its assets or business.

11.  Employment  by  Affiliates.  Turpin  acknowledges  and agrees that Turpin's      employment  with the Company may be succeeded by employment  with a Company      Affiliate,  in which case the terms of this  Agreement  shall  continue  in      effect with respect to such employment until an agreement  relating to this      subject matter is signed between Turpin and the Company Affiliate.

12.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in      accordance  with the laws of the  Province  of  British  Columbia  (without      regard to its conflict of laws provisions)  which shall be deemed to be the      proper law thereof. All disputes or claims arising out of or in relation to      the  Agreement  may be  submitted  to and  resolved  by the  Courts  of the      Province of British Columbia  (including the Supreme Court of Canada).  The      parties  hereby   irrevocably   submit  and  attorn  to  the  non-exclusive      jurisdiction  of such Courts to finally  adjudicate  or determine any suit,      action, or proceeding arising out of or in relation to this Agreement.

                                       3

13.  Terms  Paramount.  The terms of this Agreement are in addition to any other      existing terms (the Existing  Terms)  between the Company and Turpin.  In





     the  event of any  inconsistency  or  conflict  between  the  terms of this      Agreement  and any Existing  Terms,  the terms of this  Agreement  shall be      paramount  and shall  supersede  the  Existing  Terms to the  extent of the      inconsistency or conflict.

14.  Time.  Time shall be of the essence  for each and every term and  condition      hereof.

15.  Severability. The provisions of this Agreement, whether or not contained in      the same section,  are independent and separable.  If any of the provisions      of this Agreement shall be invalid or  unenforceable  under the laws of the      jurisdiction   where   enforcement   is   sought,    such   invalidity   or      unenforceability  shall not invalidate or render  unenforceable  the entire      Agreement  but rather the entire  Agreement  shall be  construed  as if not      containing the particular invalid or unenforceable  provision or provisions      and the  rights and  obligations  of the  parties  shall be  construed  and      enforced accordingly,  with the invalid or unenforceable provision modified      so as to be limited and enforced to the fullest  extent  possible under the      laws of that  jurisdiction,  with  retroactive  effect  to the date of this      Agreement.

16.  Interpretation. The language in all parts of this Agreement shall be in all      cases construed  simply  according to its fair meaning and not strictly for      or against any of the parties  hereto.  Any rule of  construction  that any      ambiguities  are to be  resolved  against the  drafting  party shall not be      employed  in the  interpretation  of  this  Agreement.  Each  of the  terms      including,  include and includes, when used in this Agreement, is not      limiting whether or not non-limiting language (such as without limitation      or but not limited to or words of similar  import) is used with reference      thereto.

17.  Headings  and  Gender.  The  headings  and  subheadings  contained  in this      Agreement are used solely for  convenience  and do not constitute a part of      the  Agreement,  nor  should  they  be  used  to aid in any  manner  in the      construction  or  interpretation  of this  Agreement.  Unless  the  context      requires  otherwise,  words  importing the singular  include the plural and      vice versa and words importing gender include all genders.

18.  Counterparts  and Execution by Fax.  This  Agreement may be executed in any      number of  counterparts  with the same effect as if' all the  parties  have      signed the same document.  All counterparts shall be construed together and      shall  constitute one agreement.  This Agreement may be validly executed by      means of transmission of signed facsimile.

19.  Acknowledgement. Turpin has carefully read and considered the terms of this      Agreement and,  having done so,  understands  the terms and agrees that the      terms herein are fair and reasonable  and are  reasonably  required for the      protection of the interests of the Company.

     IN WITNESS  WHEREOF the parties have duly  executed  this  Agreement on the date first above written.

VISUALANT INCORPORATED

PER /s/ RONALD P. ERICKSON -------------------------- RONALD P. ERICKSON

Authorized Signatory

/s/ KENNETH TURPIN ------------------     KENNETH TURPIN

                                       4 
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?
answer:

Turpin  shall  not,  directly  or      indirectly,  apply for or seek registration of any  Intellectual  Property      Rights in any Work Product in any jurisdiction  without the express written      approval of the  Company.