DISTRIBUTORSHIP AGREEMENT

1.

Appointment and Acceptance . Vendor hereby appoints Patterson as its exclusive distributor, and Patterson hereby accepts appointment as the exclusive distributor of the Products together with all additions thereto, improvements and modifications thereof for and within the Territory. Patterson may sell the Products in the Territory through its subsidiaries.

2.

Term . The term of this Agreement shall be for a period of three (3) year(s) from the date hereof (Initial Term) and shall automatically renew for successive one (1) year periods (Renewal Term) unless terminated as provided herein.

3.

Duties of Distributor . Patterson agrees that during the term hereof it will promote the sale and distribution of Products throughout the Territory. Patterson shall maintain an adequate staff of personnel knowledgeable with respect to the Products to discharge its responsibilities hereunder, which shall include Patterson maintaining at least one technical sales representative per branch focused on the Products. Also, Patterson shall appoint a corporate staff person to be responsible for the Products. A detailed resource plan shall be described in the marketing plan to accompany this Agreement or to be developed by the parties.

4.

Certain Direct Sales . Vendor shall not, except through Patterson, either sell Products in the Territory or appoint any agent, sales representative or other distributor to sell Products in the Territory regardless of the title by which such person may be labeled, nor shall Vendor sell Products in the Territory through the use of mail order solicitation, the internet or catalogs, provided, however, Vendor may sell direct to schools and governmental agencies, and may sell OEM non-Schick branded products to manufacturers.

5.

Pricing . Vendor agrees to sell the Products to Patterson at the prices indicated in Schedule II. The prices shall be firm for the first year; thereafter, prices shall be re-established in good faith by mutual agreement annually.

6.

Payment Terms . Sales from Vendor to Patterson shall be on open account, net invoice price payable within thirty (30) days from receipt of invoice. A prompt payment discount of 1% shall apply if payment is made within ten (10) days from date of invoice.

7.

Shipments . All shipments shall be F.O.B. Vendor’s facility. Patterson shall designate the carrier. Patterson shall be responsible for taxes, insurance and freight charges.

8.

Selling Aids and Training . Vendor will provide Patterson with reasonable quantities of current Product information, promotional materials such as photographs and artwork and technical literature. In addition, Vendor shall furnish ratings and specifications for the Products in conformity with United Sates and Canadian standards so that Patterson shall not have to do any testing. Upon Patterson’s reasonable request, technical help shall also be furnished to Patterson without cost. Vendor shall supply Patterson from time to time with copies of its catalogs, brochures, direct mail, advertising and promotional materials, including audio-visual tapes and Product data, which Patterson may use in developing its own advertising and promotional material for the Products. In addition to the foregoing support, upon Patterson’s reasonable request, Vendor will provide assistance and training to Patterson’s personnel at Patterson locations in the United States and Canada.

9.

Cooperative Marketing . Each party shall develop and implement a marketing plan which shall include the terms of the plan dated the same date as this Agreement to promote the sale of the Products, including development of a mutually agreeable marketing budget, and, where appropriate, joint advertising and promotional efforts. Such advertising and promotional programs will include all trade shows and dental conventions at which Patterson is participating. Vendor shall provide Patterson any sales leads generated through such activity. Vendor and Patterson reserve the right to disapprove any advertising which varies substantially from the type and kind in general use by Patterson or Vendor in the United States and Canada as long as such disapproval is communicated within 48 hours of receipt. In the event of such disapproval by either Vendor or Patterson, neither Vendor nor Patterson will utilize or disseminate the advertising in question.

10.

Governmental Compliance . Vendor represents and warrants to Patterson (i) that the Products have been cleared for sale in the United States by the United States Food and Drug Administration (“FDA”); (ii) that Vendor has complied with all FDA requirements pertaining to the Products, including registration and listing of the Products as a device; (iii) that the Products comply with all regulations of Canadian governmental authorities and are cleared for sale in Canada by the applicable Canadian governmental authorities; (iv) that the Products comply with the requirements of Underwriters Laboratories, if applicable; and (v) that the Products will be manufactured in accordance with applicable Good Manufacturing Practice (GMP) regulations.

11.

Confidential Information . Patterson agrees to use reasonable efforts to maintain the confidentiality of any confidential or proprietary information of Vendor, including technical knowledge respecting the Products, which Vendor specifically advises Patterson, or which Patterson reasonably should be aware, is information classified as confidential. Upon termination of this Agreement, Patterson shall not use any confidential or proprietary information of Vendor for any reason or purpose except to fulfill service obligations to customers who purchased Products from Patterson before termination of this Agreement.

12.

Intellectual Property Rights .

12.1.

Vendor represents that it has no knowledge or reason to believe that any of the trademarks, copyrights, patents or other intellectual property rights relating to any of the Products, whether owned by Vendor or others, infringe upon or violate the intellectual property rights (including patents, trademarks, copyrights, symbols or designs) of any third party.

12.2.

If Patterson shall have found that Vendor trademarks, copyrights, patents or other intellectual property rights are being disputed or infringed by a third party, Patterson shall promptly inform Vendor thereof and assist Vendor in taking steps necessary to protect its rights. Patterson, however, shall have no obligation to bring or maintain legal proceedings to protect Vendor’s interests.

13.

Protection for Products Liability and Intellectual Property Rights . Vendor will indemnify, defend and hold Patterson harmless from and against any claim, demand, action, loss, cost, damage and expense (including attorneys’ fees and expenses) arising out of or based upon any claim by any person (i) by reason of the alleged defective manufacture or design of the Products or failure of the Products to meet the specifications for said Products set forth in the invoices, documentation or other sales literature applicable thereto approved by Vendor, or (ii) claiming that the intellectual property rights relating to any of the Products of Vendor as described in Section 12 hereof infringe upon the rights of any third party. Vendor shall have the right to assume full control of the defense and settlement of any such claim, including without limitation any modification of the Products which may be appropriate in Vendor’s judgment in connection with any infringement suit, and Patterson shall cooperate with Vendor with respect thereto. Vendor shall maintain public liability insurance including products liability, with limits of not less then $1,000,000 per occurrence, and shall deliver to Patterson certificates evidencing such insurance, with broad form vendor’s endorsement for Patterson’s benefit naming Patterson and its subsidiaries as additional insureds.

14.

Return Policy .

14.1.

New Inventory . Vendor realizes that Patterson may not immediately know the stock requirements for its trading area. To help Patterson adjust its inventory,