AGFA & ‘aa (ASEAN) Sdn Bhd 4426348) level 1 Menace Merls. ‘blon 19/3, 46300 Petaling ye Selangor Darul Exsan, Malaysia 4603-7953 5300 DISTRIBUTION AGREEMENT Between AGFA (ASEAN) Sdn, Bhd. (442634H) — Healthcare Business Group. located at Level 1, Menara Merais, Jalan 19/3, 46300 Petaling Jaya, Selangor Darul Ehsan, Malaysia, hereinafter referred to as “AGFA", And MEKONG RIVER IMAGING TECHNOLOGIES CO., LTD, 798 Hong Bang St, Ward 1, Dist. 11, HCMC, Vietnam, hereinafter referred to as “MEKONG’, the following has been agreed upon: Article 1 — Subject Matter 4. AGFA appoints MEKONG, as its non-exclusive distributor for the sates throughout Center & Southern Region of Vietnam - hereinafter referred to as the TERRITORY ~ of the products listed in Appendix | hereinafter referred to as PRODUCTS. 2. This Agreement is also binding on all the supply centres and subsidiaries of the AGFA- GEVAERT Group. 3. AGFA shell, at all times, be entitled to supply directly: a) Other Equipment Manufacturer (0.EM) — and private label customers where AGFA has entered into a glabal/regional agreement: b)_ Intemational organizations not headquartered in the TERRITORY but with direct supoly to the TERRITORY; ) Customers in possession of import permit where import restrictions are applicable. The above list is non exhaustive and AGFA reserves all rights to revise it. Page 1 of 14 Please intial: AGFA__ MEKONGEe AGFA @ DISTRIBUTION AGREEMENT - MEKONG 4. AGFA shall decide on the merits of each case whether MEKONG should receive a commission on sales transaction mentioned in Article 1 Clause 3 above, which AGFA concluded and carried out, either with or without mediation on the part of MEKONG, with customers domiciled in the TERRITORY curing the velidity of the Agreement. and, If so, the extent of such commission. Any commission granted will be calculated on the basis of the relevant CiF Singapore net invoice value. 5. MEKONG shall exclusively purchase the PRODUCTS from AGFA or any one of its assigned Supply Centres in its own name and for its own account and shall not purchase or obtain the PRODUCTS for re-selling from any person other than AGFA or any one of its assigned Supply Centres. Sales policy and re-selling prices charged to dealers and customers in the TERRITORY shall be established in conjunction with AGFA to meet the requirements of the market in the TERRITORY. 6. The prices and export delivery conditions of AGFA applicable at the time of purchase shall be taken as a basis for purchases by MEKONG. The present version of these conditions is attached to this Agreement as Appendix I 7. AGFA reserves the right to vary the PRODUCTS by either replacing them with other products, ceasing to manufacture any of them or introducing riew products. AGFA shalt give MEKONG a prior written notice of any such variation. icle 2—Sale 1. MEKONG commits itself to take all reasonable steps to safeguard the interest of AGFA within the TERRITORY, and, in particulafy to sell and promote the sale of the PRODUCTS in the TERRITORY. 2. MEKONG shall sell other firm's products competing with the PRODUCTS only after obtaining previous approval from AGFA. The same applies to any partnership or activity in another enterprise producing or selling such products. 3. Resale outside the TERRITORY is not permitted without the previous consent of AGFA. MEKONG shall pleMEKONG its customers to observe this condition of the agreement ina similar matter. MEKONG shall refer to AGFA all enquiries it receives for the PRODUCTS for sale or ultimate delivery outside the TERRITORY. Article 3 — Sub-distributors 4. MEKONG and Agfa reserves the right to appoint any sub-distributors deemed appropriate to market the Products in the TERRITORY under this agreement. Any sub: distributor shall be bound to the provisions of this Agreement by suitable written agreements. 2. MEKONG will inform AGFA (and vice versa) about the appointment or cancellation of any sub-distributor, providing the name of the company and coordinates. A copy of sub-distribution agreement shall be provided upon request by AGFA. (and vice versa). Pace 2 of 14 Please intial : AGFA MBKONG Oweee AGFA & DISTRIBUTION AGREEMENT - MEKONG 3. The termination of this Agreement between AGFA and MEKONG shall automatically entail the immediate termination of the sub-distributorship agreement between MEKONG and sub-distributors (and vice versa). ‘Alticle 4 — Obligations of MEKONG 4. MEKONG shall be required to make business and performance plans setting forth business objectives for each calendar year as specified in Appendix Il attached to this Agreement, with respect to the distribution of the PRODUCTS in the TERRITORY, subject to epproval by AGFA (“Business Objectives”). The Business Objectives shall include, but not be limited to, required levels of sales turnover and new business derelante: The Business Objectives will be attached to this Agreement as Appendix m 2. AGFA shall monitor the business performance of MEKONG and failures in achieving the approved Business Objectives shall be reviewed jointly by both parties. Under- achievement of the Business Objectives in any calendar year — unless reasons beyond the control of MEKONG are applicable — will enable AGFA to revise the scope of this Agreement or to terminate it. “Under-achievement” shall mean the achievement of 80% or less of the Business Objectives. 3, MEKONG aarees (i) to keep at all times an inventory of PRODUCTS sufficient to meet the requirements of its customers, and li) to maintain a service organization of sufficient size and scope ensuring that persons possessing adequate expertise, having immediate access to the necessary spare parts. shall be available to perform the maintenance and the repair of the PRODUCTS at the end-user’s within the limits of ‘time and distance generally accepted in the trade. MEKONG personnel shall attend the required sales application and service-training courses on the PRODUCTS organized by AGFA, 4, MEKONG shall prepare and submit regular reports, in the manner and forms as requested by AGFA, conceming market conditions and the sales progress of the PRODUCTS. It grents AGFA the right to access information from a study of all relevant records. MEKONG shall obtain at its own expenses all necessary governmental permits, licenses, approvals, etc. for the Importation of the PRODUCTS purchased by MEKONG and further agrees to pay all charges, duties, fees, levies, tarffs, or taxes which are assessed against the PRODUCTS by any government, authority or agency thereof. Article 5 — Obligations of AGFA 1. AGFA undertakes to assist MEKONG in extending business and to meke available to it experience resulting from AGFA-GEVAERT world trade for developing the market in the PRODUCTS within the TERRITORY. Such assistance shall include among others, but not limited to: Page 3 of 14 Please initial : AGFA Mi oePRIVATE & CONFIDENTIAL DISTRIBUTION AGREEMENT - MEONG - fumishing MEKONG with product lists and other sales literature in adequate quantity in English, if available, ~ fumishing MEKONG with advertising material relating to the PRODUCTS according to terms to be agreed upon; ~ taining suitable personnel of MEKONG ‘or the purpose of this Agreement according to terms to be agreed upon within the terms and training policies of AGFA, Article 6 — Intellectual Property rights 1. MEKONG is entitled to refer in brochures, press advertisements, advertising literature and other business announcements to the trademarks of AGFA in accordance with the following provisions: Every time a trademark of AGFA is mentioned attention shall be drawn to this fact. This can be accomplished by using special printing types (block letter, capital. italics) or inverted commas. In. addition, the words “trademark of AGFA-GEVAERT Leverkusen/Mortsel-Antwerp” shall be included in an addendum or a footnote when mentioning the trademark for the first time. Before launching brochures, press advertisements, advertising literature, promotional materials bearing the tredemark and other business announcements to the trademark “AGFA”, MEKONG shail send AGFA, for examination and written approval, samples of the material including the trademark, 2. Subject to prior written approval from AGFA, MEKONG shall not: a) make any modifications to the PRODUCTS or their packaging: b) alter, remove or tamper with any Trademarks, numbers, or other means of identification used on or in relation to the PRODUCTS; cl) use any of the trademarks of AGFA in any wey which might prejudice their distinctiveness or validity or the goodwill therein; or d) use any trademarks, service marks or trade names so resembling any trademark, service matk or tade name of AGFA as to be likely to cause confusion or deception. 3. MEKONG shall assist AGFA in protecting the trademarks used to designate the PRODUCTS. In particular MEKONG shall watch the market within the TERRITORY for designations that might infringe the tademark rights of AGFA. MEKONG shall report ‘on cases of infringement and do everything possible to support AGFA in any official proceedings that may be necessary. Where MEKONG institutes such proceedings in its own name, after previous zareement with AGFA, this shall be done at the expenses and lunder the supervision of AGFA. Page 4 of 14 Please intial : AGFA NG AGFA @ OReee AGFA @ DISTRIBUTION AGREENENT - MEKONG ‘A. MEKONG acknowleMEKONGs that the trademarks used to designate the PRODUCTS are the sole property of AGFA. Any use of these trademarks by MEKONG constitutes Use of the marks by AGFA. In the event of MEKONG acquiring. during the lifetime of the Agreement. any rights relating to one or more of the trademarks of AGFA. MEKONG undertakes not to sell such rights or to dispose of them in any other way. At the request of AGFA or, at the latest, directly after the Agreement terminates, MEKONG will transfer such rights to AGFA os to a third party designated by AGFA. 5. On termination of this Agreement MEKONG shall not make use of any trademarks, which might be confused in their pronunciation, manner of writing or meaning with trademarks belonging to AGFA. Amticle 7 - Secrecy 4. During the period of the Agreement and within the five (5) years post:-termination MEKONG shall treat as strictly confidential and secret all verbal and written communications, lists and circulars with wiich MEKONG has been entrusted end which can be regarded, from the normal commercial view-point or in the opinion AGFA, 5 trade sacrets. It will impose similar obligations on its employees and any sub-distributors. 2. MEKONG stall reveal the information mentioned above or other information referred 0, to Its employees and sub-distributors, on a need-to-know basis only. Article 8 — Duration and Termination ‘The Agreement becomes effective on 01 January 2007 and shall continue for @ period of ‘wo (2/ years. If neither party has informed the other by registerad letter sent at least three (3) months before the termination date, of its intention to terminate this Agreement. the latter shall be extended for a period of twelve (12) months on the same terms and conditions of this Agreement; hereafter, renewal will be for twelve (12) months periods if neither party has given notice of termination at least three (3) months before the expiration of the then running twelve-month-period. Aiticle 9 = Special right to alive notice of termination 1. Either party can terminate the Agreement immediately if the other party violates. either in disregard of a warning or repeatedly, its contractual obligations, or if it suspends its payments, or if an application has been for legal settlement proceedings or to file @ petition in bankruptcy. Other rights of the party giving notice of termination remain unaffected. The parties shall be obliged to inform each other of the occurrence of such circumstances concerning thelr solvency. Page § of 14 Please initial : AGFA Mi OwPRIVATE & CONFIDENTIAL AGFA @ DISTRIBUTION AGREEMENT - MEKONG 2. If, during the life-time of the Agreement. the partnership circumstances in MEKONG's firm should undergo a substantial change by reason of the fact that existing partners fetire or their share in the company alters appreciably, or new partners who have not hitherto had a share in the company Join the firm, AGFA shall be entitled to give six (6) months’ notice of special termination of the Agreement within a period of three (3) months after becoming aware of such a change, if it holds the view that this change in the partnership circumstances is detrimental to its sales interests. MEKONG undertakes to inform AGFA without delay of any substantial change in the partnership circumstances, 3. if during the life-time of this Agreement, AGFA should decide to establish a subsidiary in the TERRITORY to sell products, AGFA reserves itself the right to give 2 twelve (12) months notice of termination to this Agreement when the establishment of 2 subsidiary directly affects the turnover of MEKONG. 4. Notwithstanding Article 4.2, AGFA reserves the right to terminate this Agreement by aiving six (6) months notice of special termination if the approved Business Objectives are under-achieved by 20% or more in any calendar year. Article 10 — Consequences of termination of the Agreement 1L. The rights of AGFA and of MEKONG to terminate this Agreement are absolute and the parties have considered the possibility of expenditures necessary in preparing for performance of this Agreement and the potential losses and damages which could be incurred on the event of termination. Neither party shall be liable to the other for damages in any form by reason of termination in accordance with the provisions of this Agreement. 2. On termination of the Agreement, MEKONG shall be obliged: | To place at the disposal of AGFA, or third party designated by it, in return for reimbursement of the actual costs incurred, the PRODUCT, which have not yet been sold but are still suitable for sale. In the event of AGFA relinquishing this, right. Article 2 shall apply even after expiration of the Agreement. b) To hand over to AGFA. or to a third party to be designated by it, the advertising materials still in MEKONG's possession and the communications mentioned in Anticie 7, c) To furnish AGFA with the Uist of import license numbers related to the PRODUCTS. Article 11 — Legal Succession ‘This Agreement Is personal to MEKONG who may not without AGFA’s prior written consent assign or dispose of it, part with any interest in it. or grant any of its business or any part of it being a part concerned in the manufacturer or sale of the PRODUCTS or any class of these PRODUCTS is Page 6 of 14 Please Initial ;AGFA__ MEKONG a Qenieces AGFA & DISTRIBUTION AGREEMENT - MEKONG transferred to any other company. AGFA may assign its rights and obligations under this Agreement to that other company after giving one month’s written notice to MEKONG. Past and Fi ngements ‘As soon as this agreement takes effect all previous arrangements conceming the subject of this agreement, which have been made between the parties, involved in this Agreement and their business and/or legal predecessors shall cease to be effective unless express agreement has been reached on their continuance. Any amendments or additions to this Agreement must be made in writing. Al In the event of certain provisions of this Agreement, its appendices, amendments and additions being incompatible with the laws and regulations in force in the TERRITORY, this shall not affect the validity of the other provisions. Article 14 — Applicable law and arbitration All claims or controversies arising out of or in connection with this Agreement shall be settled amicably between the parties. In the event no such settlement can be reached, the claim or controversy shall be finally settled by arbitration under the Rules of Arbitration of the international Chember of Commerce by three (3) arbitrators appointed in accordance with the said Rules. ‘The seat of the arbitration shall be Singapore and in making their award. the arbitrators shall apply the laws of Singapore. The language of the procedure shall be English. Article 15 — Representation and Warranty MEKONG represents, warrants and undertakes that: 1. MEKONG jis duly registered with any government or other agencies in the TERRITORY which may require recistration, and will register this Agreement with the appropriate body if required; 2. MEKONG holds all licenses or consents necessary for it to carry out Its obligations under this Agreement and thet there are no otrer licenses or consents required by AGFA for the promotion and sales of the PRODUCTS in the TERRITORY; and 3. MEKONG will not. in carrying out Its obligations, put AGFA or itself in breach of any law of the TERRITORY. Page 7 of 14 Please intial : AGFAoe AGFA DISTRIBUTION AGREEMENT -MEKONG Article 16 — indemnification MEKONG shall indemnify, defend and hold harmless AGFA. its officers, ditectors, affiliates or shareholders (collectively. “Indemnified Parties") from and against any and all costs, losses, damages. expenses, claims. suits, proceedings. judgments. fines, penalties and liabilities (*Damages"), including reasonable attorney's fees incurred by the Indemnified Parties as 2 result of any act or omission of MEKONG, its agents, employees, sub-distributor, contractors, including, without limitation, acts or omissions in breach of, or related to this Agreement except to the extent the Damages are attributable to the acts or omissions of the Indemnified Parties. AGFA shall. indemnify MEKONG for actions that it, its officers or directors have undertaken directly and unilaterally in the TERRITORY without the prior consent of MEKONG. Article 17 — Compliance with Laws: Goverment Reports and Filings Each party agrees to promptly make all reports to and filings with governmental agencies required by applicable laws, rules and regulations, and shall obtain all approvals, licenses, permits, permissions and certifications with respect to its or their operations and pecformance of obligations pursuant to and under this Agreement. Each party shall bear any cost of filings ‘and reports to and of obtaining the approvals, licenses, permits, permissions and certifications required by governmental authorities in connection with the performance of its obligations and activities hereunder. Each party shall cooperate with and assist the other party in making such filings and reports in obtaining such approvals. license. permits, permissions and certifications, Article 18 — Entire Understanding ‘This Agreement together with its appendices embodies the entire understanding of the Parties in respect of the matters contained or referred to in it and there are no promises, terms. conditions or obligations, oral or written, express or implies other than those contained in this ‘Agreement. ‘Afticle 19 ~ No Variation unt No variations or amendment of this Agreement or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both Parties. This Agreement and its appendices have been drawn up in duplicate, AGFA and MEKONG receiving one copy. Page 8 of 14 Please initial : AGFA Mi owPRIVATE & CONFIDENTIAL AGFA @ DISTRIBUTION AGREEMENT - MEKONG IN THE WITNESS WHEREOF the parties herato have hereunto rests their hands on the day and the year first above written, AGFA (ASEAN) SDN SHD Mekong SIGNED by 04 /Pewary Jam y SIGNED by HA CHI TAM. Managing Director Director issih arn es FELICITY TANN: General Manager, Healthcare ASEAN Region Company Stamp Company Stamp Page 9 of 14 Please intial: AGFA, INGaoe AGFA <> DISTRIBUTION AGREEMENT - MEKONG ‘APPENDIX | List. lealthcare 1. Medical films. chemicals and accessories (CP-BU. CP-G Plus. CP-V. LT2B. CP-IR. RP1S, RP2. CP-B screens & cassettes, CP-G screens & cassettes.) 2. Diystar & Scopix films sold under Agfa trademark. 3, Hardcopy equipment and its accessories sold under the trademark Agfa Drystar. 4. Computed Radiography and film Digitizers under Agfa trademark such 25 CR 75.0. CR 25.0, CR 85-X, CR 30-X, CR 35-X, NX Workstation and all the application software and accessories. (By projects basis, with the approval from Agfa (Asean) Sdn Bhd.) 5, Agfa Heartlab Product range from standalone Heartlab to enterprise Heartlab, Agfa PACS & RIS (By project basis, with approval from Agfa (Asean) Sdn Bhd.) AGFA retains the right to exclude “service” related products as are but not limited to remote, direct access and software upgrades, in view of their regional technological complexity and specific intellectual property tights. Page 10 of 14 Please initia: AGFA ING aunee AGFA & DISTRIBUTION AGREEMENT MEKONG APPENDIX II General Export Delivery Conditions for Distributors Prices Unless agreed otherwise, all the prices of the PRODUCTS as listed in the prices list provided by AGFA are exclusive of any applicable value added or any other salos tax or import duty. Our list prices are understood to include the usual packing for the method of transport chosen. Goods are always invoiced at the prices and subject to the conditions ruling on the day of dispatch, In case of price increases between receipt of an order and the day of dispatch, we shall only ispatch the goods after having obtained prior approval from the purchaser. Orcers By placing a firm order it is understood that our export delivery conditions are accepted even if the customer's order includes a reference to his own purchasing conditions, The usual trade terminology (FOB. CIF, FCA etc) is applied in accordance with the current “Incoterms” published by the International Chamber of Commerce. Deliveries Deliveries are made subject to our available stocks and product capebilities. Claims for ‘compensation for delayed deliveries cannot be entertained, provided this stipulation Is legally permissible. Force majeure (Acts of God) releases us from our obligation to supply. An embargo will always be considered as a case of force majeure. We reserve the right to make alterations in the design, the composition and the construction of our products. Consignment Unless otherwise agreed upon, all consignments travel at the purchaser's risk, If the outside packing of consignments suggests possibly damaged contents, it is recommended to accept such consignments only subject to possible claims for compensation from the cartier and to submit a compliant to him as soon as any damage is ascertained. ‘Transport insurance can be arranged by us at the purchaser's expense, if he so wishes. Page 11 of 14 lease Initial: AGFA.eee AGFA @ DISTRIBUTION AGREENENT - MEKONG Distribution ‘Our customers undertake: 1) to re-sell the articles purchased from us only in our legally protected original packing and not after expiry of the guarantee periods of beyond the borders of the country for which the goods are destined; 2) to impose on their customers the same obligation within the laws and regulations in force in that country. Retention of Title All goods supplied or delivered by us remain our property until we have received payment in full of all our invoices. Until then, such goods may only be resold or processed during the normal course of business, but may not be pledged or used as collateral. Seizure or attachment by other creditors must be reported to us without delay, also 2 petition in bankruptcy or a proposal for a composition. Where the laws of the county of destination do not provide for retention of title or make the effectiveness of retention of title dependent on special conditions, this should be made known to us on placing the order. Wyment Conditions Payment conditions shall be by Open Account 75 days from the date of involce. We reserve the right to make changes and amendments at any time. It the payment Is exceeded, AGFA will charge moratory Interests at 1.5% per month from the date of maturity, and in addition to the moratory interest, all other expenses resulting from the delayed payment, suich as administrative costs, legal exnenses, costs due to third persons, etc. In case of alteration of payment conditions between receipt of an order and the date of dispatch, we shall only dispatch the goods after having obtained prior approval from the purchaser. Where our invoioas are to be passed to customs authorities etc, the purchaser should check them beforehand for correctness. ‘Retum or Exchange Retumn or Exchange of goods definitely sold cannot be accepted. Page 12 of 14 lease initial: AGFA,a AGFA @ DISTRIBUTION AGREEMENT - MEKONG Complaints Goods consigned by us should be examined immediately on receipt. Incorrect quantities or any deficiencies should be reported to us without delay, otherwise the consignment would be regarded 2s accepted. Deficiencies not apperent on examination can be recognized by us only if reportec immediately after their discovery. Complaints regarding missing goods should be submitted together with the packing slip to our factory from which the consignment was made. Complaints relating to defects in consumables should be submitted to us together with particulars of the emulsion batch or serial number and samples of the goods forming the subject of the complaint, if possible also including unprocessed material from the same packet. In the event of a justified complaint we provide compensation only in the form of goods of an equal kind, size and quantity as the goods under the complaint. Equipment of all kinds and accessories revealing material or manufacturing faults will be repaired at our expense either by us or our representatives in the country concemed or replaced by faultless goods, according to our decision. The guarantee coes not cover defects resulting from incorect handling or unauthorized operation by third parties. No replacement can be made in respect of goods for which the guarantee period has already expired at the time of receipt of the complaint. No other claims can be accepted or recognized. Pl man The place of performance for delivery and for payment is in each case either Malaysia or Mortsel-Antweip, Belgium. Applicable law and venue Refer to Article 14 of this agreement. Pace 13 of 14 Please initial :AGFA__ MEKONG Avee AGFA @ DISTRIBUTION AGREEMENT - MECONG ‘APPENDIX III Obiectives Responsible for sales and first line service of all categories of goods as listed in Appendix 1 attached in the territory of Vietnam, in which the area of responsibilities Is as follows: - ‘The Market territories for Mekong are: Center & Southern Region of Vietnam. ‘#AllGovernment Sector Markets * All Private Sector Markets ‘Agfa shall provide MEKONG the required annual seles target to be achieving at the beginning of the year. Page 1 of 14 lease Initial: AGFA. ING