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STALIF® TT VBR

`AGENT/SALES REP CONSIGNMENT AGREEMENT

This supply agreement (referred to as “AGREEMENT”) is between PARADIGM BioDevices, Inc. (referred to as “PARADIGM”) and AGENT/SALES REP RM MEDICAL, LLC, located at 11912 Kanis Road, Suite F8 Little Rock, AR 72211 (referred to as “REPRESENTATIVE”). PARADIGM is a supplier of the STALIF® TT VBR (referred to as “PRODUCT”) and REPRESENTATIVE has the equipment to inventory and be responsible for a Salable Inventory of PRODUCT, both parties wish to enter into the AGREEMENT effective 8/5/2008 Both parties to the AGREEMENT acknowledge the following: 1. that the PRODUCT shown below will be provided by PARADIGM on consignment for use by the REPRESENTATIVE on an “as required” basis. This inventory must be maintained, controlled and properly stored by the REPRESENTATIVE. Upon receipt of PRODUCT, REPRESENTATIVE shall sign a Consignment Packing List which shall document the exact inventory received by REPRESENTATIVE in conjunction with this AGREEMENT. A copy of the Consignment Packing List shall be affixed to this AGREEMENT immediately upon execution. 2. that the PRODUCT is and shall remain the property of PARADIGM until such time as REPRESENTATIVE issues a properly executed Delivered Order Form showing the transfer of PRODUCT to an authorized purchaser of PRODUCT, or when REPRESENTATIVE returns the PRODUCT to PARADIGM. 3. that the REPRESENTATIVE may sell consignment PRODUCT provided that replacement inventory is promptly ordered from Customer Service and that the sale is properly documented as described in paragraph 2. 4. that under no circumstances are consignees to transfer consignment product amongst themselves or other institutions. 5. that the REPRESENTATIVE shall be responsible for properly recording catalog and lot numbers of products sold to the purchaser on a Delivered Order Form. 6. that PARADIGM reserves the right to terminate this AGREEMENT at any time. In the event of termination, a physical inventory of the consignment product maintained by the REPRESENTATIVE shall be performed on site and reconciled against the original Consignment Packing List. Any product that is not accounted for, missing, stolen, damaged, removed from the original packaging, or otherwise not useable condition shall immediately become the responsibility of the REPRESENTATIVE and the REPRESENTATIVE will be financially responsible for useable PRODUCT not returned. 7. that any product returns associated with the AGREEMENT shall be approved in advance by PARADIGM by contacting Customer Operations. 8. that product maintained by REPRESENTATIVE will be inventoried and reconciled to original delivered quantities at least once monthly, and formally on a semi-annual basis. Any lost or damaged product will be immediately reported to PARADIGM. 9. that a minimum of twelve (12) cases in a three (3) month period must be completed in order to maintain AGREEMENT. Failure to meet this requirement will result in the immediate termination of AGREEMENT and the PRODUCT must be returned immediately to PARADIGM. Any product that is not accounted for, missing, stolen, damaged, removed from the original packaging, or otherwise not useable condition shall immediately become the responsibility of the REPRESENTATIVE and the REPRESENTATIVE will be financially responsible for useable PRODUCT not returned. The primary contact regarding this AGREEMENT for the REPRESENTATIVE is: ____________________________ Phone Number: ________________________ STALIF Inventory listing for Instrument set number STT0607 and Implant Set STS128 that will be Consigned to the REPRESENTATIVE is attached hereto.
AGREED TO AND ACCEPTED PARADIGM TITLE REPRESENTATIVE TITLE FINAL APPROVAL TITLE

800 Hingham Street, Rockland, MA 02370 Phone: 781-982-9950 Fax: 781-982-9008

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