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 the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Schedule 13 G CUSIP No. 30734W208 EXHIBIT 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on this Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: April 8, 2020 SCULPTOR CAPITAL LP

By: /s/ Thomas Sipp Thomas Sipp Chief Financial Officer SCULPTOR CAPITAL HOLDING CORPORATION

By: /s/ Thomas Sipp Thomas Sipp Chief Financial Officer SCULPTOR MANAGEMENT, INC.

By: /s/ Thomas Sipp Thomas Sipp Chief Financial Officer SCULPTOR MASTER FUND LTD

By: /s/ Thomas Sipp Thomas Sipp Chief Financial Officer 
Question: Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract
845

Exhibit 10.1

KALLO Inc.



STRATEGIC ALLIANCE AGREEMENT

MOBILECARE









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

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

  KALLO - MOBILECARE

1.DEFINITIONS

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

  KALLO - MOBILECARE

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













  KALLO - MOBILECARE

2.KALLO SALES AGENT PROGRAM TERMS AND CONDITIONS

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

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

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

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

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

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









  KALLO - MOBILECARE

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

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

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

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

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













  KALLO - MOBILECARE

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

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

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

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

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

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

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







     Warranties:



  KALLO - MOBILECARE

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

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

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

3.WARRANTY AND LIMITATIONS

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

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  Limitation of Warranties:











  KALLO - MOBILECARE

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

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

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

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

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

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

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    of liability therein via the EULA.





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



  KALLO - MOBILECARE

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

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

4.CONFIDENTIALITY

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

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



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



  KALLO - MOBILECARE

5.TRADEMARKS

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

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

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

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

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

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











  KALLO - MOBILECARE

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

6.PROPRIETARY RIGHTS

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

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

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

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

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











  KALLO - MOBILECARE

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

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

7.TERM AND TERMINATION

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

b) Termination: This agreement shall terminate:

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

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









  KALLO - MOBILECARE

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

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

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

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

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









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

  KALLO - MOBILECARE

8.FORCE MAJEURE

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

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

9.ADDITIONAL PROVISIONS

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

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

  KALLO - MOBILECARE

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

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

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

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

10.ASSIGNMENT

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  KALLO - MOBILECARE

11.MISCELLANEOUS

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

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

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

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

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

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

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  KALLO - MOBILECARE

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

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

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

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

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



  KALLO - MOBILECARE

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

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SCHEDULE - A  Description of Kallo Mobile care suite of products

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

  KALLO - MOBILECARE

1.Mobile Acute Care Clinic

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

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

  KALLO - MOBILECARE

2.Mobile Chemotherapy Clinic

3.Mobile Dialysis Clinic

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

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





  KALLO - MOBILECARE

4.Mobile HIV & Malaria Clinic

5.Mobile Clinic Command Center

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

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

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

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

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





  KALLO - MOBILECARE

6.Training:

7.Specialty training:

8.Basic training:

9.Maintenance:

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

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SCHEDULE - B  Communication



  KALLO - MOBILECARE

KALLO  Inc.,

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

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

  ADMINISTRATIVE

  KALLO INC



  KALLO - MOBILECARE

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

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

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

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      GATEWAY

  BAS CONSULTANTS INTERNATIONAL CORPORATION (BASCIC)

  KALLO - MOBILECARE

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

(Engr. B. A. Soyode)



SCHEDULE - D  Mutually accepted Sales Target



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

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

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



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

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

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

  KALLO - MOBILECARE

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

1.Planned and Corrective Maintenance

2.Calibration of Medical Equipment

3.Patient, Staff and Environment Safety

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

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

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

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

  KALLO - MOBILECARE

4.Breakdown Service and Maintenance

5.Application Support

6.Risk management

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

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SCHEDULE - F  Medical Equipment description  Blood Chemistry Analyzer

  KALLO - MOBILECARE

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

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



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

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

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

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

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

  KALLO - MOBILECARE

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

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

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

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

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

  KALLO - MOBILECARE

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

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

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

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      Urinalysis has become an indispensable tool in healthcare. 

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

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

  KALLO - MOBILECARE

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

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

  Features



  KALLO - MOBILECARE

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

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

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

  KALLO - MOBILECARE

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

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    Features



  KALLO - MOBILECARE

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

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    Ultrasound Scanner  LOGIQ 9 or equivalent system

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

    Highly advanced transducer technologies for high-quality images:

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

  KALLO - MOBILECARE

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

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

  KALLO - MOBILECARE

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







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    Multi Function Digital Stethoscope  CMS VESD Digital Stethoscope or equivalent system

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

Specification

Stethoscope



  KALLO - MOBILECARE

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

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

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

Page 40





    Heart Rate

   Pulse Rate

   SpO2

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



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

  KALLO - MOBILECARE

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

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

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

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

Page 41







  KALLO - MOBILECARE

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



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

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

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





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

Improves patient care and satisfaction



  KALLO - MOBILECARE

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

Page 43







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

  KALLO - MOBILECARE

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

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

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

Page 44 
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?
19540

CONFIDENTIAL TREATMENT REQUEST * Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.                                                                    EXHIBIT 10.16

                              DISTRIBUTOR AGREEMENT                                      BETWEEN                                   INGRAM MICRO                                        AND                                      NETGEAR

NETGEAR Agreement Number: N115                     Effective Date: March 1, 1996                                                    Term: 1 Year

Ingram Micro, a corporation organized under the laws of the State of California, having a place of business located at 1600 E. St. Andrew Place, Santa Ana, California, USA, (Distributor) and NETGEAR, Inc. (NETGEAR), a wholly owned subsidiary of Bay Networks, Inc., organized under the laws of the State of Delaware, having a place of business at 4401 Great America Parkway, Santa Clara, California, USA, agree that the following terms govern the purchase, sale, and licensing of Products (as defined below) between the parties.

NOTICES:

All notices given under the Agreement are to be in writing and may be sent by mail, telefax, courier service or otherwise delivered to the party to be notified at the following address, or to such other address as may have been substituted by written notice:

         To Distributor:                      To NETGEAR:          1600 E. ST. ANDREWS PL.              4401 Great America Parkway          P.O. BOX 25125                       P.O. Box 58185          SANTA ANA, CA 92799-5125             Santa Clara, CA 95052-8185          (???)                                Patricia Dutra-Gerard

DISTRIBUTOR AND NETGEAR ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT TOGETHER WITH THE ATTACHED EXHIBIT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

AGREED:                                   AGREED:

Distributor                              NETGEAR, Inc.

By: /s/ Sanat K. Dutta                   By: /s/ Joe Booker    ----------------------                   -----------------------     (authorized signature)                    (authorized signature)

Name: Sanat K. Dutta                     Name:  Joe Booker      ---------------                          ----------------       (type or print)                           (type or print)

Title: Executive vice President          Title: Vice President & General Manager                                                 Commercial Business Unit

Date: October 16, 1996                   Date:  November 5, 1996

Ingram NETGEAR Distributor Agreement                                      083096

1.       APPOINTMENT

Subject to Distributor's performance of its obligations under this Agreement, Distributor is appointed as a NETGEAR Distributor and may purchase certain equipment (Hardware) and licenses for software including revisions and updates (Software), as are listed in NETGEAR's then-current price list (the Price List) for resale within the Territory (as defined below). During the initial one (1) year term of this Agreement. Distributor shall be the only distributor appointed by NETGEAR in the Territory, subject to Distributor conducting mutually agreed to marketing activities as described in the Marketing Plan to be developed and agreed to by and between the parties and which shall be attached to and made a part of this Agreement as Exhibit 4. For the purposes of this provision, distributor shall mean a company acquiring products directly from NETGEAR for resale or license to dealers or other second tier resellers which in turn resell or license the products to end use customers. The foregoing notwithstanding, during the initial one (1) year term and any subsequent period. NETGEAR reserves the right to sell or license Products in the Territory to customers other than distributors such as, but not limited to resellers who procure Products at centralized locations for resale to end-use customers solely through their wholly or majority owned retail outlets, both store-front and catalog. Following the initial one (1) year term, for any extension or renewal term, Distributor's appointment as Distributor shall be non-exclusive and NETGEAR may appoint other distributors in the Territory at its sole discretion.

2.       TERRITORY

Except as may be otherwise provided by law, Distributor may not distribute or re-export any Products outside of the Territory identified herein as the United States without the specific written consent of NETGEAR. In the event that Distributor wishes to expand the scope of the Territory and is able to





adequately sell and support Products within the additional region, then upon the approval of NETGEAR, the parties may choose by written agreement to modify the Territory.

3.       ORDERS

A.       Distributor may purchase Products by placing orders under this Agreement which are accepted by NETGEAR. No order will be effective until accepted by delivery of NETGEAR's order acknowledgment. Distributor agrees that each order placed with NETGEAR for Products shall be governed by this Agreement, regardless of any additional or conflicting term in Distributor's order. Unless otherwise specifically stated in the Order, all Orders accepted by NETGEAR shall be deemed to be for immediate release. Orders may be sent by telefax or other electronic media approved by NETGEAR and must specify:

         (a)      Distributor's Purchase Order number,

         (b)      Product and/or Service number and description for each item                   ordered;

         (c)      Desired quantities;

         (d)      Purchase price for each Product or Service ordered;

         (e)      Tax status, including exemption certificate number if tax                   exempt;

         (f)      Preferred shipping method; and

         (g)      Exact Bill to and Ship to address.

B.       MINIMUM/STANDARD LOT SIZES. Products must be ordered in the minimum and/or standard lot size quantities specified in the Price Schedule. Orders for less than minimum or non-standard lot size quantities of any Product may, at NETGEAR's discretion, be rejected.

4.       PRICES, PRICE LIST, TAXES AND PAYMENT

INGRAM NETGEAR Distributor Agreement    2                                 083096

A.       PRICES. Prices for Produce are those set out in NETGEAR's Price List, less the applicable discount specified in Exhibit 1. All Product prices are F.O.B. NETGEAR's point of shipment, except as specified in Section 5 D.

B.       CHANGES. NETGEAR may modify the Price List at any time, including changes to the Products or their corresponding list prices, but NETGEAR will provide Distributor with written notice thirty days in advance of the effective date of any price increase or Product deletion. Price decreases will apply to the corresponding Products that art shipped by NETGEAR on or after the effective date of the list price decrease.

C.       INVENTORY PRICE PROTECTION. In the event of a list price decrease on any of the Products, Distributor may apply for a credit on those units of Product: a) which were shipped by NETGEAR to Distributor no more than [*] prior to the effective date of the list price decrease and remain unsold in Distributor's inventory or are being returned under open RMA's or are in the inventories of certain mutually agreed to Distributor retail accounts (CMD Named Accounts) as listed in Exhibit 3 to this Agreement on the effective date of the list price decrease or b) which were in transit between NETGEAR and Distributor on the effective date of the list price decrease.

The amount of the credit on any unit shall be equal to [*]. The foregoing notwithstanding, in the event any of the Products were acquired under special competitive pricing arrangements, the credit on such Products shall be [*].

In order to receive a credit, Distributor a) must submit to NETGEAR within [*] of the effective date of the list price decrease, a report of inventory eligible for the price credit and must have submitted its regular monthly inventory report on time, according to Section 11, in each of the [*] prior to the effective date of the list price decrease. Upon verification by NETGEAR of the eligible units and credit amounts, NETGEAR will issue a credit to the Distributor's account.

D.       TAXES AND OTHER LEVIES. Prices are exclusive of any tax, value-added tax, fee, duty or governmental charge, however designated (except for NETGEAR's franchise taxes or for taxes on NETGEAR's net income) which may be levied or based on the Products, their sale, importation, use, or possession, or on this Agreement. All such taxes or duties shall be for the account of Distributor and any such taxes or duties required to be paid or collected by NETGEAR shall be paid by Distributor to NETGEAR unless Distributor provides NETGEAR with a valid certificate of exemption acceptable to the appropriate taxing or governmental authority.

E.       PAYMENT. Except as may be specifically authorized in writing by NETGEAR, and subject to NETGEAR's continuing approval of Distributor's credit status and financial condition, Distributor will pay NETGEAR for all Products ordered by Distributor within [*] of the date the corresponding invoice is issued by NETGEAR. The foregoing notwithstanding, the parties agree that payment for the initial order placed by Distributor under this Agreement shall be due and payable within [*] of the date the corresponding invoice is issued by NETGEAR. NETGEAR, in its sole discretion, reserves the right to specify, and to change from time to time, Distributor's credit line and payment terms. All payments are to be made in U.S. dollars. Payment for shipments made outside of the United States shall be made by wire transfer in accordance with wire





transfer procedures provided by NETGEAR. If at any time Distributor is delinquent in the payment of any invoice, exceeds the credit line established by NETGEAR, or is otherwise in breach of the Agreement, NETGEAR may, in its discretion, withhold shipment (including partial shipments) of any order or may require Distributor to pay cash on delivery for further shipments. Payment not received by NETGEAR when due may be subject to a late payment

INGRAM NETGEAR Distributor Agreement   3                                  083096

service charge provided NETGEAR has provided 10 days written notice to Distributor of Distributor's failure to pay. The foregoing notwithstanding, Distributor shall not be deemed in default under this provision if Distributor withholds payment of amounts legitimately in dispute on any invoice provided that (1) Distributor promptly pays the undisputed portion of the invoice in accordance with the terms of this Agreement; (2) Distributor provides NETGEAR with written notice of the disputed amount within 10 days of receipt of the invoice; and (3) Distributor works in good faith with NETGEAR to resolve any dispute within a reasonable time period.

5.       SHIPMENT, CANCELLATION, RETURNS, TITLE, RISK OF LOSS, SECURITY INTEREST

A.       SHIPMENT. Unless otherwise instructed by Distributor, NETGEAR will ship Products ordered by Distributor using the method and carrier specified in Distributor's then current Routing Guide, as may be amended from time to time by written notice from Distributor. The version of the Routing Guide which is in force on the Effective Date of this Agreement is attached to and made a part of this Agreement as Exhibit 2. Distributor is responsible for all freight, handling, insurance and other transportation charges, and agrees to pay all such charges if separately identified on NETGEAR's invoice. NETGEAR will ship freight collect, uninsured, if so instructed by Distributor's order.

B.       CANCELLATION AND RESCHEDULING. Distributor may not cancel or reschedule any order, in whole or in part, less than five business days prior to the corresponding shipment date specified in NETGEAR's order acknowledgment.

C.       RETURNS. Products received by Distributor as a result of an error by NETGEAR in shipment may be returned for credit. Such credit will include an amount equal to the purchase price of the Product shipped in error as well as the cost of return freight paid by Distributor to return the Product to NETGEAR. Products with defects covered by the warranty may be returned for remedy under the warranty. Prior to returning any Product, whether for exchange or warranty or non-warranty action, Distributor must obtain a Return Materials Authorization (RMA) number from NETGEAR. Distributor should return the Product to NETGEAR, with shipping charges prepaid. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not returned in accordance with the terms of this Agreement, may be refused.

D.       TITLE, RISK OF LOSS, SECURITY INTEREST. For all shipments to locations within the United States, title to the Hardware passes to Distributor when presented by NETGEAR or its agent to the carrier, from which point Distributor is responsible for risk of all loss, damage to, or theft of all Products. For shipments to locations outside of the United States, (i) risk of loss of all Products passes from NETGEAR to Distributor upon arrival at the point of entry in the destination country specified in Distributor's order.

6.       SOFTWARE LICENSES

A.       INTERNAL USE BY DISTRIBUTOR. Distributor may purchase for its internal use licenses to Software and accompanying documentation by placing orders under this Agreement. Distributor's right to use the Software is subject to the shrink-wrap license agreement with the Software and in its accompanying documentation shipped by NETGEAR to Distributor.

B.       DISTRIBUTION OF SOFTWARE LICENSES TO END-USERS. Distributor may procure and distribute Software and accompanying documentation by placing orders under this Agreement. The terms of the licenses for such Software to which end-users are subject are included as a shrink-wrap license agreement with the Software and in its accompanying documentation when shipped by NETGEAR (the

INGRAM NETGEAR Distributor Agreement    4                                 083096

License Agreement). Distributor agrees that for each Software product it procures under this Agreement, Distributor will (i) assure the deliver the License Agreement to its customers, and (ii) use reasonable efforts to inform its resale customers of the requirement to deliver the License Agreement to their end-user customers in the form supplied by NETGEAR with the Products.

C.       LIMITATIONS. Distributor may not, nor authorize its resale customers or the end-user to translate, decompile, disassemble, use for any competitive analysis, or reverse engineer the Software or its documentation, in any way, except for the event where the end-user locates Products within the European Union, in which case the Software Directive enacted by the Council of European Communities Directive dated 14 May 1991 will apply to the examination of the Software to facilitate interoperability; in such event Distributor agrees to notify, and cause its end-user to notify NETGEAR of any such intended examination of the Software and procure from NETGEAR its support and assistance. Distributor agrees to not translate, nor allow end-users to translate any portion of the Software or associated documentation into any other format or foreign language without the prior written consent of NETGEAR. In no event will Distributor grant the U.S. Government rights in any Software greater than those set out in subparagraphs (a) through (d) of the Commercial Computer Software- Restricted Rights clause at FAR 52,227-19 and the limitations for civilian





agencies set out the License Agreement; and subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 for agencies of the Department of Defense.

7.       WARRANTIES

A.       WARRANTY PERIOD. The warranty period for each Product is specified in the Price List that is in effect on the date NETGEAR receives Distributor's order, and shall apply regardless of any extended warranty period which Distributor may choose to provide to its customers. NETGEAR reserves the right to change a warranty period for a specific Product but only for orders placed after the effective date of such change, provided that the minimum warranty period for all Products is ninety days, except for those Products specifically identified in the Price List as provided  AS IS with no warranties.

B.       HARDWARE WARRANTY. NETGEAR warrants to end-user that each item of Hardware will be free from defects in workmanship and materials for its respective warranty period which begins on the date of purchase by the end user. Should a Product fail within this warranty period, Distributor shall replace such defective Product from Distributor's inventory and accept return of the failed Product from Distributor's customer. At intervals to be mutually agreed upon between NETGEAR and Distributor. Distributor shall contact NETGEAR to receive a Return Material Authorization number for the collected failed Product. Upon receipt of the failed Product, NETGEAR shall issue a credit to Distributor for Distributor's purchase price of the replacement Product issued, less any prior credits or allowances. End-users' exclusive remedy is to receive replacement Product from reseller and NETGEAR's sole obligation and liability under this warranty is to issue an off-setting credit to reseller for Product returned by reseller on behalf of its end-user because of defects in workmanship or material.

C.       SOFTWARE WARRANTY. NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR of NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply.

INGRAM NETGEAR Distributor Agreement    5                                 083096

D.       DISTRIBUTOR'S INTERNAL USE WARRANTY. For Products ordered under this Agreement for Distributor's internal use, NETGEAR provides Distributor the same warranties as described above for end-users.

E.       LIMITATIONS. NETGEAR does not warrant that any item of Software is error-free or that its use will be uninterrupted. NETGEAR is not obligated to remedy any Software defect which cannot be reproduced with the latest revision of the Software. These warranties do not apply to any Product which has been (i) altered, except by NETGEAR or in accordance with its instructions, or (ii) used in conjunction with another vendor's product resulting in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurbished components.

THE FOREGOING WARRANTIES AND LIMITATIONS ARE EXCLUSIVE REMEDIES AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT ANY LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY PRODUCT THAT MAY BE FURNISHED BY NETGEAR WHICH IS NOT LISTED IN THE PRICE LIST, OR WHICH IS IDENTIFIED IN THE PRICE LIST AS AN AS IS PRODUCT, IS FURNISHED AS IS WITH NO WARRANTIES OF ANY KIND.

8.       PRODUCT RETURNS

Prior to returning any Product, whether for exchange or warranty or non-warranty action, Distributor must obtain a Return Materials Authorization (RMA) number from NETGEAR. Distributor should return the product to NETGEAR, [*]. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not returned in accordance with the terms of this Agreement, may be rejected.

9.       PRODUCT EXCHANGE PRIVILEGES

A.       Distributor may return previously purchased Products for replacement by an equal or greater value of different Products, under the following conditions:

         a) Distributor may return Products only within the [*] period following [*] of each year.

         b) The total value of the returned Products shall not exceed [*] of the Net Shipments invoiced by NETGEAR for all Products, [*], during the [*] immediately preceding each of the above dates.

         c) The replacement Products are not identical to the returned Products. Distributor shall be invoiced for the replacement Products at prices in effect at the time of return, and credited for the value of the returned products at the prices actually paid by the Distributor less any prior credits.

         d) The returned Products have not been in the Distributor's inventory for more than [*] after shipment from NETGEAR.

         e) The returned Products are in their original shipping containers and





have not been altered, damaged or used.

10.      DISTRIBUTOR'S RESPONSIBILITIES

INGRAM NETGEAR Distributor Agreement    6                                 083096

A.       PROMOTION AND SALE. Distributor shall sell or license Products only to resale customers which will in-turn resell or transfer the licenses to those Products to end use customers. Distributor may not sell or license Products directly to end use customers without the express written consent of NETGEAR. Distributor agrees to use commercially reasonable efforts to maximize sales of NETGEAR Products.

B.       SUPPORT. Distributor shall be the sole point of contact for its resale customers and their end-use customers in all support situations. Distributor shall provide first level support for its customers, NETGEAR shall provide second and third level support to Distributor in order to resolve end user technical problems.

C.       TRAINING. Distributor agrees to maintain, and to adequately and thoroughly train on an on-going basis, a sufficient staff of qualified sales, marketing, technical and support personnel familiar with the applications, features, benefits, operation and configuration of the Products so as to effectively promote and support the Products and to assure end-user satisfaction. NETGEAR agrees to provide assistance to Distributor to allow Distributor to comply with the foregoing training responsibility.

D.       RESTRICTION ON APPOINTMENT OF ADDITIONAL DISTRIBUTORS. NETGEAR's agreement not to appoint additional distributors of NETGEAR Products in the Territory during the [*] of this Agreement is predicated upon Distributor performing the mutually agreed upon activities included in the Marketing Plan attached as Exhibit 4. In the event Distributor fails to perform the activities included in the Marketing plan in [*], NETGEAR may appoint additional distributors in the Territory and the provisions of this Agreement appointing Distributor as the only NETGEAR distributor in the Territory shall be deemed deleted.

11.      REPORTS

A.       Each month Distributor shall submit a Point of Sale (POS) shipments report covering the preceding month, broken out by Product. The report may be submitted via BBS and shall include, at a minimum, Distributor's reseller's name, address, part number, quantity shipped and unit cost.

B.       Each month Distributor shall prepare and forward to NETGEAR a weekly report showing Distributor's inventory of the Products purchased and licensed from NETGEAR as of the end of the previous calendar month. The report may be submitted via BBS and shall include, at a minimum the part number and the number of units and purchase value of the inventory remaining by Product.

C.       From time to time, but not more than twice per year, NETGEAR may request access to information about the Distributor's business reasonably required to insure that Distributor is in compliance with the terms of this Agreement and the Distributor will grant the right for a NETGEAR representative to visit the Distributor's place of business during normal business hours at a mutually agreed upon time to examine such information.

12.      PROPRIETARY RIGHTS AND INFORMATION

A.       USE OF PROPRIETARY INFORMATION. Proprietary information includes, without limitation, diagnostics, the Software, all documentation for Software, other user manuals, as well as electronically and visually transmitted printed materials and information disclosed by Distributor or NETGEAR, such as new product information, financial or technical data, information reported under section II above or other information or data that is marked with a proprietary or confidential legend. Each party agrees to hold the Proprietary Information of the other in confidence and to use the Proprietary Information only for the purposes expressly permitted under this Agreement, and to disclose Proprietary Information only to its employees and contractors as authorized in this Agreement and then only on a need-to-know basis. Each party agrees to maintain adequate internal procedures, including appropriate agreements with employees and authorized third parties, to protect the confidentiality of the

INGRAM NETGEAR Distributor Agreement    7                                 083096

Proprietary Information as required by this Agreement. Each party is entitled to appropriate injunctive relief in the event of any unauthorized disclosure or use of its Proprietary Information by the other party.

B.       LIMITATIONS. Proprietary Information does not include information which (i) is rightfully in the receiving party's possession in a complete and tangible form before it is received from the disclosing party, (ii) is or becomes a matter of public knowledge through no fault of the receiving party, (iii) is rightfully furnished to the receiving party by a third party without restriction on disclosure or use, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Proprietary Information.

D.       RESERVATION OF RIGHTS. NETGEAR, on behalf of itself and its suppliers, reserves all proprietary rights in and to (i) all designs, engineering details, and other data pertaining to the Products, (ii) all original works, computer programs, fixes, updates (but not Distributor's or 'end-users' developed programs), discoveries, inventions, patents, know-how and techniques arising out





of work done wholly or in part by NETGEAR or its subcontractors in connection with the Agreement, and (iii) any and all products developed as a result of such work. The performance by NETGEAR of professional Services shall not be deemed a work-for-hire but shall instead be subject to this section.

E.       ADMINISTRATIVE PROCEDURES. Distributor and end-users are each responsible for the security of their own proprietary and confidential information and for maintaining adequate procedures apart from the Products to reconstruct lost or altered files, data or programs.

13.      TRADEMARKS AND TRADE NAMES

A.       USE OF TRADEMARKS. In the advertising and promotion of the Products, Distributor agrees to use NETGEAR's and certain of Bay Networks' trade names, logos and trademarks (the Trademarks) as reasonably instructed by NETGEAR during the term of the Agreement. Solely for this purpose, NETGEAR and Bay Networks grant Distributor a non-exclusive, royalty-free, limited right to use the Trademarks. Distributor will not make or permit the removal or modification of any Trademarks or tags, proprietary notices, labels, or other identifying marks placed by Bay Networks, NETGEAR or their agents on the Products or associated literature.

B.       RIGHTS TO TRADEMARKS. Distributor acknowledges that Bay Networks is the exclusive owner of the Trademarks and the use of the Trademarks by Distributor does not convey to Distributor any right, title or interest in or to the Trademarks. Distributor has no claim or right in the Trademarks, service marks, or trade names owned, used or claimed now or in the future by NETGEAR. Distributor agrees that it will not register, nor attempt to register any Trademark or any mark confusingly similar to any Trademark in any jurisdiction unless expressly approved in writing by Bay Networks in advance.

C.       NOTIFICATION. In order to assure proper use and protection of Trademarks, Distributor agrees to inform NETGEAR in writing if Distributor purchases, or is offered for purchase, any Products with a Trademark or other mark of NETGEAR from a source other than NETGEAR, its subsidiaries, or an authorized NETGEAR Distributor.

14.      CLAIMS OF INFRINGEMENT

A.       INDEMNIFICATION. NETGEAR agrees to defend at its own expense any action brought against Distributor to the extent that it is based on a claim that any Product infringes a United States or Territory patent, copyright, trade mark, trade secret or other valid intellectual property right, and will pay any costs and damages finally awarded against Distributor in any such actions which are attributable to any such claim. NETGEAR shall have no liability for any settlement or compromise made without its prior written consent. NETGEAR shall, at its option and expense, (1) procure the right to continue using the Product.

INGRAM NETGEAR Distributor Agreement   8                                  083096

(2) replace or modify the Product so that it becomes non-infringing or, if (1) or (2) are not reasonably or economically possible. (3) Distributor may return the Product to NETGEAR for a refund of an amount equal to the depreciated value of the equipment, or an amount equal to the Distributor's actual purchase price paid without any depreciation minus any prior credits or allowances if the returned Products are in their original shipping containers and have not been altered, damaged or used.

B.       LIMITATIONS. NETGEAR has no liability to Distributor under this section entitled CLAIMS OF INFRINGEMENT with respect to any claim which is based upon or results from (i) the combination of any Product with any equipment, device, firmware or software not furnished by NETGEAR, or (ii) any modification of any Product by a party other than NETGEAR. (iii) Distributor's failure to install or have installed changes, revisions or updates as instructed by NETGEAR, or (iv) NETGEAR's compliance with Distributor's or end-user's specifications, designs or instructions.

15.      TERM OF AGREEMENT AND TERMINATION

A.       TERM. This Agreement will be in effect for one year from the Effective Date and will automatically renew for successive one (1) year periods unless terminated as provided below.

B.       TERMINATION. This Agreement may be canceled at any time without cause, by either party upon ninety (90) days written notice to the other party. Either party may terminate this Agreement immediately if (i) the other party becomes insolvent, files or has filed against it a petition in bankruptcy, or ceases doing business; or (ii) the other party fails to cure a material breach of the Agreement within thirty (30) days after receipt of written notice of such breach from the party not in default. Upon termination of the Agreement by NETGEAR for Distributor's breach, NETGEAR may cancel all of Distributor's unfulfilled orders without further obligation. This Agreement may be terminated at any time without cause by either party upon ninety (90) days written notice to the other party.

C.       EFFECT OF TERMINATION. Except as otherwise specifically stated in the Agreement, neither party will be liable to the other for damages in any form by reason of the expiration or earlier termination of the Agreement.

D.       CONTINUING EFFECT. Any expiration or earlier termination of the Agreement does not modify or alter any of the obligations of the parties which accrued prior to such expiration or termination. The sections of the Agreement which address taxes; duty; fee; payment; security interest; proprietary rights and information; warranties; foreign reshipment; remedies; limitations; termination and governing law survive any expiration or termination of the





Agreement. The section entitled SOFTWARE LICENSES also survives any expiration or termination provided Distributor and end-users continues to comply with the provisions of the applicable software license terms. Except as expressly agreed in writing between the parties, no party is liable to the other for any dollar amounts, costs or damages by reason of the expiration or earlier termination of the Agreement.

16.      LIMITATION OF LIABILITY

A.       NETGEAR agrees to indemnify Distributor against any claim arising out of or resulting from the Products or the Agreement, provided that any such claim (i) is attributable to bodily injury, death, or to injury to or destruction of physical property (other than the Products), and (ii) is caused by the negligent act or omission of NETGEAR or a material defect in the Product. This obligation on the part of NETGEAR is subject to Distributor's obligation to (a) give NETGEAR prompt written notice of any such claim, (b) grant NETGEAR control of the defense and settlement of such claim, and (c) assist fully in the defense provided that NETGEAR reimburses Distributor's out-of pocket costs. NETGEAR has no liability for any settlement or compromise made without its prior written consent. Under no circumstances

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is NETGEAR liable for any third-party claims except for those described in this section and in the section entitled CLAIMS OF INFRINGEMENT.

B.       NETGEAR, at its expense, agrees to maintain insurance coverage to protect against its liabilities under the Agreement in an amount no less than is reasonable or required by applicable statute. This insurance will include (a) worker's compensation insurance, (b) comprehensive general liability insurance, including coverage for product liability, bodily injury and property damage, and (c) automobile liability insurance. Upon Distributor's written request, NETGEAR will furnish the applicable certificate of insurance.

IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE PARENT CORPORATIONS OR SUPPLIERS BE LIABLE FOR (1) THE COST OF SUBSTITUTE PROCUREMENT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE FURNISHING OF SERVICES, OR THE USE OR PERFORMANCE OF PRODUCTS, EVEN IF INFORMED OF SUCH DAMAGES. EXCEPT FOR DAMAGES ARISING UNDER SECTIONS 14.A AND 16.A, IN NO EVENT WILL NETGEAR's OR BAY NETWORKS' TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT. EXCEPT FOR DAMAGES ARISING FROM BREACH OF SECTIONS 6.C AND 12,13 OR 17, IN NO EVENT WELL DISTRIBUTOR's TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT.

17.      FOREIGN RESHIPMENT

This Agreement is made subject to all laws, regulations, orders or other restrictions on the export from the United States of Products and accompanying documentation, or of other technical data and information about such Products, which may be imposed from time to time. Distributor agrees not to export, directly or indirectly, any such Products or information to any country for which an export license or other governmental approval is required at the time of export without first obtaining such license or approval. Distributor is solely responsible, at its own expense, for obtaining all necessary import and re-export permits and certificates and for the payment of any and all taxes and duties imposed upon the movement and delivery of Products.

18.      GENERAL

A.       The relationship of NETGEAR and Distributor is that of independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf or to represent itself as the other's agent or in any way which might result in confusion as to the fact that the parties are separate and distinct entities.

B.       If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions shall remain in full force and effect.

C.       NETGEAR and Distributor agree to comply with the provisions of all applicable federal, state, county and local laws, ordinances, regulations and codes, domestic and foreign.

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D.       NETGEAR reserves the right to change the discount schedule, policy or program, whether referred to in the Agreement or set forth in an Exhibit to the Agreement. For changes which, in NETGEAR's opinion, may adversely affect Distributor, NETGEAR will provide thirty (30) days notice, or such longer period as NETGEAR deems appropriate, prior to the effective date of such change.

E.       Distributor will keep suitable records to demonstrate compliance with this Agreement. NETGEAR or its representative, at NETGEAR's cost may review these records during normal business hours for the sole purpose of determining Distributor's compliance with this Agreement.

F.       Any waiver, amendment or modification of any right, remedy or other





term under the Agreement will not be effective unless mutually agreed to in writing and signed by authorized representatives of both parties. Neither party shall be bound by typographical or clerical errors.

G.       Neither party is liable for its failure or delay to perform its obligations under the Agreement due to strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, shortages in labor, components or materials, government regulations, or other causes beyond its control.

H.       This Agreement may not be assigned by either party without prior written permission from the other party, which permission shall not be unreasonably withheld or delayed. Any attempt by either party to assign any right, or delegate any duty or obligation which arises under the Agreement without such permission will be voidable.

19.      ENTIRE AGREEMENT, GOVERNING LAW

This Agreement, including its attachment and order acknowledgments under the Agreement, constitutes the entire agreement between Distributor and NETGEAR with respect to the purchase, resale and distribution of the Products and is governed by the laws of the State of California except that body of law dealing with conflicts of law.

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* Portions denoted with an asterisk have been omitted and filed separately   with the Securities and Exchange Commission pursuant to a request for   confidential treatment.

                                    EXHIBIT 1

                                DISCOUNT SCHEDULE

The initial Discount offered Distributor for purchase or license of NETGEAR Products included on the NETGEAR Price List in effect on the Effective Date of this Agreement is [*] off of the then current NETGEAR list price.

Distributor agrees that the foregoing Discount is only applicable to Products included on the NETGEAR Price List on the Effective Date of this Agreement. NETGEAR reserves the right to add Products to the Price List at its sole discretion and any such additional Products shall be offered to Distributor at discounts to be determined at that time.

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                                    EXHIBIT 2

                           DISTRIBUTOR'S ROUTING GUIDE

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

                                    EXHIBIT 3

                               CMD NAMED ACCOUNTS [*]

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                                    EXHIBIT 4

                                 MARKETING PLAN

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                         CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

                                    AMENDMENT                                      TO THE                               DISTRIBUTOR AGREEMENT                                      BETWEEN                                   INGRAM MICRO                                        AND                                      NETGEAR 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

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