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

EXHIBIT 4                                 AFFILIATE AGREEMENT                               -------------------

Physician Sales & Service, Inc. 4345 Southpoint Boulevard Jacksonville, Florida  32216

Attention:  Patrick C. Kelly             David A. Smith

Gentlemen:

     The undersigned is a shareholder of Gulf South Medical Supply, Inc. (GSMS), a corporation organized and existing under the laws of the State of Delaware, and will become a shareholder of Physician Sales & Service, Inc. (PSS), a corporation organized and existing under the laws of the State of Florida, pursuant to the transactions described in the Agreement and Plan of Merger, dated as of December 14, 1997 (the Agreement), by and among PSS, PSS Merger Corp. (Merger Corp.) and GSMS.  Under the terms of the Agreement, Merger Corp. will be merged into and with GSMS (the Merger), and the shares of the $.01 par value common stock of GSMS (GSMS Common Stock) will be converted into and exchanged for shares of the $.01 par value common stock of PSS (PSS Common Stock).  This Affiliate Agreement represents an agreement between the undersigned and PSS regarding certain rights and obligations of the undersigned in connection with the shares of PSS to be received by the undersigned as a result of the Merger.

     In consideration of the Merger and the mutual covenants contained herein, the undersigned and PSS hereby agree as follows:

     1.  Affiliate Status.  The undersigned understands and agrees that as to          ----------------                                                     GSMS he is an affiliate under Rule 145(c) as defined in Rule 405 of the Rules and Regulations of the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (1933 Act), and the undersigned anticipates that he will be such an affiliate at the time of the Merger.

     2.  Initial Restriction on Disposition.  The undersigned agrees that he          ----------------------------------                                  will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of PSS Common Stock into which his shares of GSMS Common Stock are converted upon consummation of the Merger until such time as PSS notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 (ASR 130 and 135) have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of PSS and GSMS. PSS agrees that it will publish such results as promptly as practicable following the Merger in the sole discretion of PSS, but in any event within 45 days after the end of the first fiscal quarter of PSS containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.

     3.  Covenants and Warranties of Undersigned.  The undersigned represents,          ---------------------------------------                               warrants and agrees that:

     (a) The PSS Common Stock received by the undersigned as a result of the    Merger will be taken for his own account and not for others, directly or    indirectly, in whole or in part.

     (b) PSS has informed the undersigned that any distribution by the    undersigned of PSS Common Stock has not been registered under the 1933 Act    and that shares of PSS Common Stock received pursuant to the Merger can only    be sold by the undersigned (1) following registration under the 1933 Act, or    (2) in conformity with the volume and other requirements of Rule 145(d)    promulgated by the SEC as the same now exist or may hereafter be amended, or    (3) to the extent some other exemption from registration under the 1933 Act    might be available.  The undersigned understands that PSS is under no                         ------------------------------------------------    obligation to file a registration statement with the SEC covering the    ---------------------------------------------------------------------    disposition of the undersigned's shares of PSS Common    -----------------------------------------------------

     Stock or to take any other action necessary to make compliance with an    ----------------------------------------------------------------------    exemption from such registration available.    ------------------------------------------

     (c) During the 30 days immediately preceding the Effective Time of the    Merger, the undersigned has not sold, transfered, or otherwise disposed of    his interests in, or reduced his risk relative to, any of the shares of GSMS    Common Stock beneficially owned by the undersigned as of the record date for    determination of shareholders entitled to vote at the Shareholders' Meeting    of GSMS held to approve the Merger.

     (d) The undersigned is aware that PSS intends to treat the Merger as a tax-    free reorganization under Section 368 of the Internal Revenue Code (Code)





   for federal income tax purposes.  The undersigned agrees to treat the    transaction in the same manner as PSS for federal income tax purposes.  The    undersigned acknowledges that Section 1.368-1(b) of the Income Tax    Regulations requires continuity of interest in order for the Merger to be    treated as tax-free under Section 368 of the Code. This requirement is    satisfied if, taking into account those GSMS shareholders who receive cash in    exchange for their stock, who receive cash in lieu of fractional shares, or    who dissent from the Merger, there is no plan or intention on the part of the    GSMS shareholders to sell or otherwise dispose of the PSS Common Stock to be    received in the Merger that will reduce such shareholders' ownership to a    number of shares having, in the aggregate, a value at the time of the Merger    of less than 50% of the total fair market value of the GSMS Common Stock    outstanding immediately prior to the Merger. The undersigned has no    prearrangement, plan or intention to sell or otherwise dispose of an amount    of his PSS Common Stock to be received in the Merger which would cause the    foregoing requirement not to be satisfied.

     4.  Restrictions on Transfer.  The undersigned understands and agrees that          ------------------------                                               stop transfer instructions with respect to the shares of PSS Common Stock received by the undersigned pursuant to the Merger will be given to PSS's transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance:

   The shares represented by this certificate were issued pursuant to a    business combination which is accounted for as a pooling of interests and    may not be sold, nor may the owner thereof reduce his risks relative thereto    in any way, until such time as PSS, Inc. (PSS) has published the financial    results covering at least 30 days of combined operations after the effective    date of the merger through which the business combination was effected.  In    addition, the shares represented by this certificate may not be sold,    transferred or otherwise disposed of except or unless (1) covered by an    effective registration statement under the Securities Act of 1933, as    amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued    to an individual who is not an affiliate of PSS) or (ii) Rule 144 (in the                            ---                                                  case of shares issued to an individual who is an affiliate of PSS) of the    Rules and Regulations of such Act, or (3) in accordance with a legal opinion    satisfactory to counsel for PSS that such sale or transfer is otherwise    exempt from the registration requirements of such Act.

Such legend will also be placed on any certificate representing PSS securities issued subsequent to the original issuance of the PSS Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the PSS Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom.  Upon the request of the undersigned, PSS shall cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met.  In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the PSS Common Stock received by the undersigned pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), PSS, upon the request of the undersigned, will cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) upon receipt by PSS of an opinion of its counsel to the effect that such legend may be removed.

                                     - 2 -

       5.  Understanding of Restrictions on Dispositions.  The undersigned has          ---------------------------------------------                       carefully read the Agreement and this Affiliate Agreement and discussed their requirements and impact upon his ability to sell, transfer, or otherwise dispose of the shares of PSS Common Stock received by the undersigned, to the extent he believes necessary, with his counsel or counsel for GSMS.

     6.  Filing of Reports by PSS.  PSS agrees, for a period of three years          ------------------------                                           after the effective date of the Merger, to file on a timely basis all reports required to be filed by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, so that the public information provisions of Rule 145(d) promulgated by the SEC as the same are presently in effect will be available to the undersigned in the event the undersigned desires to transfer any shares of PSS Common Stock issued to the undersigned pursuant to the Merger.

     7.  Transfer Under Rule 145(d).  If the undersigned desires to sell or          --------------------------                                         otherwise transfer the shares of PSS Common Stock received by him in connection with the Merger at any time during the restrictive period set forth in Rule 145(d), the undersigned will provide the necessary representation letter to the transfer agent for PSS Common Stock together with such additional information as the transfer agent may reasonably request.  If PSS's counsel concludes that such proposed sale or transfer complies with the requirements of Rule 145(d), PSS shall cause such counsel to provide such opinions as may be necessary to PSS's Transfer Agent so that the undersigned may complete the proposed sale or transfer.

     8.  Acknowledgments.  The undersigned recognizes and agrees that the          ---------------                                                  foregoing provisions also apply to all shares of the capital stock of GSMS and PSS that are deemed to be beneficially owned by the undersigned pursuant to applicable federal securities laws, which the undersigned agrees may include,





without limitation, shares owned or held in the name of (i) the undersigned's spouse, (ii) any relative of the undersigned or of the undersigned's spouse who has the same home as the undersigned, (iii) any trust or estate in which the undersigned, the undersigned's spouse, and any such relative collectively own at least a 10% beneficial interest or of which any of the foregoing serves as trustee, executor, or in any similar capacity, and (iv) any corporation or other organization in which the undersigned, the undersigned's spouse and any such relative collectively own at least 10% of any class of equity securities or of the equity interest.  The undersigned further recognizes that, in the event that the undersigned is a director or officer of PSS or becomes a director or officer of PSS upon consummation of the Merger, among other things, any sale of PSS Common Stock by the undersigned within a period of less than six months following the effective time of the Merger may subject the undersigned to liability pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

     9.  Miscellaneous.  This Affiliate Agreement is the complete agreement          -------------                                                      between PSS and the undersigned concerning the subject matter hereof.  Any notice required to be sent to any party hereunder shall be sent by registered or certified mail, return receipt requested, using the addresses set forth herein or such other address as shall be furnished in writing by the parties.  This Affiliate Agreement shall be governed by the laws of the State of Delaware.

                                     - 3 -

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ William W. McInnes                                ___________________________                               Signature

                              William W. McInnes                                  ___________________________                               Print Name                                                              116 30th Avenue S                               ____________________________                                 Nashville, TN 37212                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Edward Shulman                                ___________________________                               Signature

                              Edward Shulman                                 ___________________________                               Print Name                                                              5909 Dalecross CT                               ____________________________                                 Glen Allen, VA 23060                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]





                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Donna C.E. Williamson                               ___________________________                               Signature

                              Donna C.E. Williamson                               ___________________________                               Print Name                                                                                             ____________________________                                                                ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               - 4 -

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ David L. Bogetz                               ___________________________                               Signature

                              David L. Bogetz                                 ___________________________                               Print Name                                                                                             ____________________________                                                                ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:





                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Melvin L. Hecktman                                ___________________________                               Signature

                              Melvin L. Hecktman                               ___________________________                               Print Name                                                              530 Waters Edge Ct                               ____________________________                                 Northbrook, IL 60062                               ____________________________                               Address

                              [add below the signatures of all registered owners                               of shares deemed beneficially owned by the                               affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Thomas G. Hixon                               ___________________________                               Signature

                              Thomas G. Hixon                                 ___________________________                               Print Name                                                              165 Butler Drive                               ____________________________                                 Ridgeland, MS 39154                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________





                              Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Steve Richardson                                ___________________________                               Signature

                              Steve Richardson                                ___________________________                               Print Name                                                              194 Sunsan Road                               ____________________________                                 Madison, MS 39116                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Guy W. Edwards                                ___________________________                               Signature

                              Guy W. Edwards                                  ___________________________                               Print Name                                                              567 Arbor Drive                               ____________________________                                 Madison, MS 39110                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:





                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Stanton Keith Pritchard                                ___________________________                               Signature

                              Stanton Keith Pritchard                               ___________________________                               Print Name                                                              #3 Abbey Nord                               ____________________________                                 Jackson, MS 39216                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4-

       This Affiliate Agreement is executed as of the 14th day of December, 1997.

                              Very truly yours,

                              /s/ Louie Vaughan                               ___________________________                               Signature

                              Louie Vaughan                                  ___________________________                               Print Name                                                              318 Woodrun Drive                               ____________________________                                 Ridgeland, MS 39157                               ____________________________                               Address

                              [add below the signatures of all registered                                owners of shares deemed beneficially owned                               by the affiliate]

                              ___________________________                               Name:

                              ___________________________                               Name:

                              ___________________________                               Name:





AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

     /s/ David A. Smith BY:_________________________

                               -4- 
Question: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?
This Affiliate Agreement shall be governed by the laws of the State of Delaware.

Exhibit (8)(k)(k)

SERVICE AGREEMENT

This Agreement is entered into and effective as of the 1st day of January, 1998, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (FIIOC) and NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (Company).

WHEREAS, FIIOC provides transfer agency and other services to Fidelity's Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (collectively Funds); and

WHEREAS, the services provided by FIIOC on behalf of the Funds include responding to inquiries about the Funds including the provision of information about the Funds' investment objectives, investment policies, portfolio holdings, etc.; and

WHEREAS, Company holds shares of the Funds in order to fund certain variable annuity contracts, group annuity contracts, and/or variable life insurance policies, the beneficial interests in which are held by individuals, plan trustees, or others who look to Company to provide information about the Funds similar to the information provided by FIIOC; and

WHEREAS, the Company and one or more of the Funds have entered into one or more Participation Agreements, under which the Company agrees not to provide information about the Funds except for information provided by the Funds or their designees; and

WHEREAS, FIIOC and Company desire that Company be able to respond to inquiries about the Funds from individual variable annuity owners, participants in group annuity contracts issued by the Company, and owners and participants under variable life insurance policies issued by the Company, and prospective customers for any of the above; and

WHEREAS, FIIOC and Company recognize that Company's efforts in responding to customer inquiries will reduce the burden that such inquiries would place on FIIOC should such inquiries be directed to FIIOC.

NOW, THEREFORE, the parties do agree as follows:

1. Information to be Provided to Company. FIIOC agrees to provide to Company, on a periodic basis, directly or through a designee, information about the Funds' investment objectives, investment policies, portfolio holdings, performance, etc. The content and format of such information shall be as FIIOC, in its sole discretion, shall choose. FIIOC may change the format and/or content of such informational reports, and the frequency with which such information is provided. For purposes of Section 4.2 of each of the Company's Participation Agreement(s) with the Funds, FIIOC represents that it is the designee of the Funds, and Company may therefore use the information provided by FIIOC without seeking additional permission from the Funds.

2. Use of Information by Company. Company may use the information provided by FIIOC in communications to individuals, plan trustees, or others who have legal title or beneficial interest in the annuity or life insurance products issued by Company, or representatives of any of these parties, and to prospective purchasers of such products or beneficial interests thereunder. If such information is contained as part of larger pieces of sales literature, advertising, etc., such pieces shall be furnished for review to the Funds in accordance with the terms of the Company's Participation Agreements with the Funds. Nothing herein shall give the Company the right to expand upon, alter the appearance of, or otherwise alter the information provided by FIIOC. Company acknowledges that the information provided it by FIIOC may





need to be supplemented with additional qualifying information, regulatory disclaimers, or other information before it may be conveyed to persons outside the Company.

3. Compensation to Company. In recognition of the fact that Company will respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to pay Company a quarterly fee computed as follows:

At the close of each calendar quarter, FIIOC will determine the Average Daily Assets held in the Funds by the Company. Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter divided by the number of calendar days in the quarter. The Average Daily Assets shall be multiplied by [ ] ([ ] basis points) and that sum shall be divided by four. The resulting number shall be the quarterly fee for that quarter, which shall be paid to Company during the following month.

Should any Participation Agreement(s) between Company and any Fund(s) be terminated effective before the last day of a quarter, Company shall be entitled to a fee for that portion of the quarter during which the Participation Agreement was still in effect, unless such termination is due to misconduct on the part of the Company. For such a stub quarter, Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter through and including the date of termination of the Participation Agreement(s), divided by the number of calendar days in that quarter for which the Participation Agreement was in effect. Such Average Daily Assets shall be multiplied by [ ] ([ ] basis points) and that number shall be multiplied by the number of days in such quarter that the Participation Agreement was in effect, then divided by three hundred sixty-five. The resulting number shall be the quarterly fee for the stub quarter, which shall be paid to Company during the following month.

Notwithstanding the foregoing, compensation for each calendar quarter will not exceed [ ].

4. Termination. This Agreement may be terminated by Company at any time upon written notice to FIIOC. FIIOC may terminate this Agreement at any time upon ninety (90) days' written notice to Company. FIIOC may terminate this Agreement immediately upon written notice to Company (1) if required by any applicable law or regulation, (2) if so required by action of the Fund(s) Board of Trustees, or (3) if Company engages in any material breach of this Agreement. This Agreement shall terminate immediately and automatically upon the termination of Company's Participation Agreement(s) with the Funds, and in such event no notice need be given hereunder.

5. Applicable Law. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.

6. Assignment. This Agreement may not be assigned without the written consent of the other party, which consent shall not be unreasonably withheld, except that it shall be assigned automatically to any successor to FIIOC as the Funds' transfer agent, and any such successor shall be bound by the terms of this Agreement.

IN WITNESS WHEREOF, the parties have set their hands as of the date first written above.

FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By:

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By:

Name:

Title: 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?
This Agreement may not be assigned without the written consent of the other party, which consent shall not be unreasonably withheld, except that it shall be assigned automatically to any successor to FIIOC as the Funds' transfer agent, and any such successor shall be bound by the terms of this Agreement.

EXHIBIT 10.9    DISTRIBUTOR AGREEMENT     This Distributor Agreement (the 'Agreement') dated [*] is between     Lucid Inc., a New York corporation, having a principal place of business at 2320 Brighton Henrietta T/L Road, Rochester NY 14623 And [*]  ('Distributor')     For good and valuable consideration, the parties hereby agree:     1. Appointment     A) Lucid appoints the Distributor and the Distributor accepts appointment as an exclusive authorized Lucid Distributor. The Distributor will be  entitled to purchase certain Lucid products and resell them to End User customers within the following market segments:- hospital and medical  research centres, including but not limited to dermatology, pathology, plastic surgery and mohs surgery departments, clinical research centres,  small animal research facilities, cosmetic and cosmeceutical companies.      B) The relationship of the parties under this Agreement is that of independent contractors and nothing contained herein shall be construed as  creating any partnership, joint venture or agency relationship between the Distributor and Lucid. Under no circumstances shall any employees of  one party be deemed the employees of the other for any purpose. The Distributor shall not have the authority to assume or create any obligation,  or make any representation of any kind on behalf of Lucid.     2. Term     A) The initial term of this Agreement shall be three (3) calendar years from the Agreement date. After the initial term, unless terminated, this  Agreement will automatically renew for periods of one (1) calendar year each.     3. Products     A) Lucid agrees to sell the following products to the Distributor: -      VivaScope in-vivo Confocal Microscope Model VS1500  VivaScope ex-vivo Confocal Microscope Model VS2500  VivaSCOPE in-vivo Confocal Microscope Model VS3000     B) Further products manufactured by Lucid will be discussed with the Distributor and by agreement will be added to this Agreement.





     4. Territory     A) The Distributor is appointed as an exclusive Distributor within the following territories: [*].     B) The Distributor agrees to act as a Distributor for Lucid within the above Territories and not to solicit any sales of the Product(s) outside the  above Territories.     5. Duties of The Distributor     A) The Distributor will use his best efforts to actively promote and sell the Product to all relevant End Users within all relevant market segments  within the Territory.      B) The Distributor agrees to undertake detailed sales demonstrations of the Product(s) to potential End Users within all relevant market segments  within the Territory.     C) The Distributor agrees to allow the End User to undertake sales evaluations (trials) of the product(s), using the Distributor's own  Demonstration Equipment as necessary.     D) The Distributor agrees to promote the Product(s) at all relevant trade shows, seminars and exhibitions held within the Territory. Lucid may, at  it's discretion, and in co-ordination with the Distributor when Lucid deems it necessary, at its own expense and in its own name, engage in  advertising activities of or hold or participate in exhibitions of the Product in the Territory.     E) The Distributors will not develop, manufacture or sell any equipment or service, which in any way can be considered to be competitive to the  equipment or service offered by Lucid to the Distributor as Product. Lucid reserves the right to inform the Distributor from time to time of specific  products and companies that Lucid considers to be competitive. A competitive product includes, but is not limited to, any product that would  infringe any claim of any Lucid owned or licensed patent issued or pending worldwide, whether or not corresponding patent claims are in force in  the Distributors territory or the sale of which would restrict sale of Lucid product.     F) The Distributor will provide to the End User, full installation and customer training of the Product(s).





     6. Personnel     A) The Distributor will employ as a minimum one full-time Lucid dedicated Product Manager sales professional, giving one hundred per cent of  their time to the promotion and sale of Lucid products.     7. Demonstration Equipment     A) The Distributor agrees to purchase demonstration products as new products are released subject to special pricing. The Distributor agrees to  use the demonstration equipment for the duties as noted in 5 A, B, C, D as above and not to re-sell this demonstration equipment to End Users.     8. Training     A) The Distributor agrees to have all sales professionals employed on Lucid products undergo sales training at an agreed location and to a level  approved by Lucid.     B) The Distributor agrees to allow Lucid to accompany the Distributor sales professionals during sales calls within the Territory as required.     C) The Distributor agrees to allow Lucid to participate in sales meetings for training purposes, held within the Distributor's facility.     9. Information     A) The Distributor will supply to Lucid, on a monthly basis, a detailed listing of all sales prospects within the Territory. A sales prospect is  considered by Lucid to be any End User who has expressed an interest in purchasing Lucid products.     B) The Distributor agrees to supply to Lucid on a monthly basis a detailed sales forecast, highlighting potential order dates of product.     C) The Distributor agrees to supply to Lucid, from time to time, with any competitive data emanating from the Territory.     D) The Distributor agrees to supply Lucid, on an annual basis, with a detailed sales plan for the Product(s), broken down by sales for each  individual country within the Territory. Any country or part of the territory that does not meet the sales expectations as forecasted by the  Distributor will be subject to review by Lucid and may subsequently be removed from the Territory. The first sales plan will be presented to Lucid  within three (3) months of the signing of this agreement and annual sales plans will be due on November 30 each year.





     E) The distributor agrees to keep Lucid informed of details of forthcoming and installed units together with customer details including customer  name, address and email details at a level sufficient to fulfil all requirements of US Government Export Administration Regulations and Lucid  quality audits.     10. Sub-Distribution     The Distributor shall not be entitled to engage sub-distributors or any other third party as his sub-agent for sales of the Product, without having  obtained Lucid's prior written approval. Such approval shall not be unreasonably withheld.     11. Intellectual Property     A) Lucid is the sole owner of all trademark symbols and logos under which the products will be sold. Lucid agrees that the Distributor may use the  appropriate trademarks to promote the sale of products in the Territory. Such use is only with Lucid's permission and must be related to the sale of  Lucid products. The Distributor acquires no rights to Lucid trademarks by selling Lucid products. The Distributor may not use Lucid trademarks,  symbols or logos as part of its business or corporate names.     B) The Distributor will assist Lucid in protecting Lucid's patents, copyright, trademarks and logos. The Distributor will inform Lucid of any known  or suspected violations of Lucid's patents, copyright, trademarks, symbols and logos. If Lucid requests, the Distributor will assist in protecting  such intellectual property from infringement.     12. Duties of Lucid     A) Lucid will supply to the Distributor, free of any charge, reasonable quantities of Product datasheets.     B) Lucid will supply to the Distributor, free of charge, images of skin in vivo. Lucid will make every reasonable effort to supply images of skin to  the Distributor, which are required by the Distributor for a particular End User application.     C) Lucid will make available free of charge to the Distributor the services of at least one suitable sales professional.     D) Lucid will make available free of charge to the Distributor the services of at least one Clinical Research Engineer. This person will normally  reside at Lucid's USA Headquarters but may from time to time assist the Distributor within the Territory.





     E) Lucid will make its facility in the USA available, from time to time, to the Distributor and the Distributor's sales force for sales training purposes.  Lucid will also offer this service to the Distributor for the introduction of potential End Users from the Territory.     13. Prices, Terms & Conditions of Sale     A) The Distributor may purchase Products from Lucid at the price published by Lucid, from time to time, in the International Distributor price list  (attached). Lucid agrees to allow the Distributor a discount of thirty (30) per cent against the published International Distributor price list.     B) All orders from the Distributor to Lucid will be subject to Lucid's standard terms and conditions of sale.     C) All prices are quoted by Lucid in US Dollars and are sold Ex Works, becoming the Distributor's property when despatched from the Lucid  facility.     14. Minimum Purchase Obligation     The Distributor agrees to purchase from Lucid minimum agreed quantity of product in the first, second and third years of the Agreement, excluding  demonstration product. These quantities to be agreed by both parties in the initial detailed sales plan noted in clause 9D and amended with further  agreement in subsequent annual sales plans     15. PAYMENT TERMS     The Distributor agrees to abide by Lucid's standard payment terms, which are as follows; One Hundred (100) per cent of order value by sixty ( 90 )  day irrevocable letter of credit when order is placed on Lucid.     16. TERMINATION     A) Either party may terminate this agreement by giving written Notice to the other party if:     i) The other party fails to perform or satisfy any of the conditions, covenants or obligations of this Agreement.  ii) The other party files or has filed against it, a petition seeking relief under any bankruptcy, insolvency, reorganisation, moratorium, liquidation or  similar law affecting creditors' rights     B) In addition, Lucid may terminate this agreement by giving the Distributor Written Notice if there is any change of control, ownership or  management of the Distributor.





     C) Either party may terminate this agreement by providing Ninety days Written Notice.     17. EFFECT OF TERMINATION     A) Upon the termination of this Agreement:     1. The Distributor shall terminate any registration it has made as a Lucid Distributor.  2. Distributor will immediately return any samples, sales literature, promotional materials and other documents supplied to the Distributor free of  charge from Lucid.  3. Any right to use Lucid patents, copyrights, trademarks, symbols and logos shall immediately cease.     B) If this Agreement is terminated Lucid shall not be liable for any incidental, indirect; special punitive of consequential damages of any kind,  including any perceived or real market development costs.     18. Incident and Traceability Reporting     A) DISTRIBUTOR will IMMEDIATELY report via telephone communication to Lucid any incidents that involve the use of PRODUCTS sold by the  DISTRIBUTOR to end users that affect patient safety or well-being (an INCIDENT). Such oral incident reporting will be followed immediately by  a written incident report that documents the detailed conditions that resulted in the INCIDENT and Distributor shall thereafter co-operate with  Lucid in the investigation of any and all conditions that led to, or resulted from the INCIDENT.     B) DISTRIBUTOR will routinely, but not less than annually, report in writing to Lucid, documenting the end users to which PRODUCTS have been  sold, including the address, telephone number and name of a person who is the primary emergency contact. Lucid will use this information in the  event of Lucid issuing a product recall of the PRODUCT for safety or other reasons. If such an event occurs, and upon Lucid's request, the  DISTRIBUTOR will immediately provide Lucid with the names, addresses, telephone numbers and emergency contact personnel of any end user  sites not previously reported to Lucid.     19. LIMITATION OF LIABILITY     A) Lucid does not guarantee delivery of Product by any particular date. If Lucid accepts Distributor's order and fails to deliver ordered products,  Distributors sole remedy will be limited to refund of money paid to Lucid for any undelivered products.     B) Lucid will not have any liability or responsibility to Distributor or any other person or entity for any consequential, indirect, special, punitive or  incidental damages or lost profits, whether foreseeable or unforeseeable, based on





     claims of Distributor or Distributor's customers (including but not limited to, claims for loss of data, goodwill, profits, use of money or use of  product, interruption in use or availability of data stoppage or other work or impairment or assets) arising out of breach or failure of express or  implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, except only in the case of death or personal  injury where and to the extent that applicable law requires such liability. In no event will the aggregate liability incurred by Lucid in any action or  proceeding exceed the total amount actually paid to Lucid by Distributor for the purchase of the products that actually caused the damage or loss.     20. Governing Law     A) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, USA without regard to conflict of  laws principles.     21. NOTICE     A) All notices required herein (NOTICE) shall be given in English language. Notices must be sent postage pre-paid, and (a) delivered personally  against written receipt (b) transmitted via facsimile or (c) sent by nationally recognised overnight courier service, or (d) sent via first class certified  mail, return receipt requested, to the address listed above. Any change of addresser fax number must be designated in writing and served in  accordance with this Section. Notice shall be effective (a) upon receipt if personally delivered (b) upon confirmation of transmission if sent via  facsimile and (c) two (2) business days after deposit with the courier or an official depository of the US Post Office, if sent via recognised  overnight courier of via Certified Mail, as the case may be.     22 ENTIRE AGREEMENT:     A) This Agreement, including the Price List attached hereto, as amended from time to time, constitutes the entire understanding between the  parties with respect to the subject matter of this Agreement and supersedes and replaces all previous proposals, both oral and written,  negotiations, representations, commitments, writings, contracts, agreements and all other communications between the two parties.     Signatures on the next page





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





                                LUCID Inc.    [*]              By    By              Marcy K. Davis-McHugh    [*]              TITLE    TITLE:              Corporate Vice President



          DATE [*]    DATE: [*]



                    SIGNATURE    SIGNATURE 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

If Lucid accepts Distributor's order and fails to deliver ordered products,  Distributors sole remedy will be limited to refund of money paid to Lucid for any undelivered products.