Sample Business Contracts

Distribution and Marketing Agreement - SheerVision Inc.

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                               [SHEERVISION LOGO]

Dear [*]:

      If you agree with the following, please sign this letter and, with both
our signatures, our agreement will be:

      1.    SheerVision, Inc. has the exclusive right to distribute and market
            all optical products produced by [*]([*]) and [*] within the USA and
            Canada. This includes (but is not limited to) 250 Series Surgical
            Loupes, 300 Series Surgical Loupes, and 350 Series Surgical Loupes.

      2.    SheerVision will purchase at least [*] units each year, a year
            consisting of the period January 1 - December 31. In the event, for
            some unforeseen reason, the total units ordered from [*] for the
            "one-year" period are less than [*] units, SheerVision will order
            the difference between [*] and the units actually ordered which
            will count against the previous years totals. Those units will be
            purchased in accordance with the other terms of this agreement.

      3.    SheerVision will pay [*] of the invoice total at the time the order
            is placed and the [*] balance when the good are shipped.

      4.    We both expect that [*] and SheerVision will work together to
            develop new optical products. Such products will be distributed and
            marketed exclusively by SheerVision.

      5.    The [*] shall be the exclusive manufacturer and provider of all
            optical products required by SheerVision. If the required products
            are not part of [*]'s line, [*] shall be given the first right of

      6.    The price SheerVision pays for the various products produced by [*]
            will be reviewed periodically and reasonably adjusted as necessary.
            Sufficient notice of any price increase will be given to

* Portions of this exhibit have been omitted and filed separately pursuant to an
application for confidential treatment filed with the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1939, as

             4276 ADMIRABLE DRIVE o RANCHO PALOS VERDES, CA o 90275
          Toll Free: 877-OPTICS-4-U (877-678-4274) o Fax: 310-265-8919
 o Email:


      7.    This agreement shall remain in force for two years from the date of
            this letter.

      /s/ Suzanne Lewsadder  4/6/03
      SUZANNE LEWSADDER, Individually and
      on behalf of SheerVision, Inc.


      /s/   [*]
      [*], Individually on
      behalf of [*]

                               [SHEERVISION LOGO]

      April 5, 2003





      Dear [*]

      Per our earlier discussion, please find below the Addendum to our original
      agreement extending the period the agreement will be in force for an
      additional three years.

      Addendum to Original Agreement, signed April 6, 2003.

      7.    The Original Agreement, signed April 6, 2003 shall be extended and
            remain in force for three years from the date of this letter,
            terminating April 5, 2008.

            This agreement will automatically renew for three year periods if
            all terms of the Original Agreement are met as stipulated in the
            Original Agreement.

      /s/ Suzanne Lewsadder                                               4/6/05
      SUZANNE LEWSADDER, Individually and
      On behalf of SheerVision, Inc.

      /s/  [*]
      [*], Individually and
      on behalf of [*]

          Toll Free: 877-OPTICS 4-U (877-670-4274) o Fax: 310-265-8919
  o Email: