Distribution and Service Center Agreement

Bovie Medical Corporation (hereinafter referred to as “Bovie”) is the manufacturer and provider of Bovie’s electrosurgical RF generators (the “Products”); and wishes to set up its distribution and service center named Bovie Medical Limited (hereinafter referred to as the “Bovie-HK”) to provide distribution which includes marketing, support and servicing of the Products for sale in the Markets (see Appendix 1).

WHEREAS, Bovie wishes to appoint and authorize Symbol Medical Limited (hereinafter referred to as “Symbol”) and Symbol wishes to accept such appointment, to set up Bovie-HK in Hong Kong on the terms and conditions set forth herein.

NOW, THEREFORE, Bovie and Symbol agree as follows:

Bovie agrees that within thirty (30) days of the signing of this agreement it will notify existing distributors of the agreement’s execution. Under no circumstances shall Symbol or any of its affiliates provide such notification without Bovie’s consent.

Bovie-HK agrees that Bovie can continue to carry on relationships between Bovie and its Far East Distributors as described in Appendix B. All distribution relationships between Bovie and its existing distributors shall not be changed during the effectiveness of their agreements. Bovie agrees to provide the cooperation time of each of the current distributors to Bovie-HK as reference.

Bovie and Symbol agree that any change in business relationships between Bovie and its existing creditors must be mutually agreed upon.

Bovie shall have the right to ship the Products directly to its existing distributors in the Markets or through Bovie-HK for final inspection, as it chooses. Bovie-HK will receive minimum 5% handling charge from Bovie for all shipments executed and delivered by Bovie or Bovie-HK to existing customers after effectiveness of this agreement.

Bovie will provide Bovie-HK, at its expense, reasonable quantities of Product to be used as loaner units for customers during any repair period. Bovie-HK shall provide equivalent loaner units to customers for temporary operation or replacement of defective Products, depends on individual case and customer’s need. Such defective Products which are superseded by replacement loaner units shall be exchanged by Bovie-HK at additional charge, if functional or physical condition of the replacement unit is superior to the defective Product. Bovie-HK will execute a Product Traceability System for documentation of serial number, lot number and relevant information supporting the instant replacement service.

Bovie-HK shall furnish to Bovie a business plan for determination of service fee and handling charge paid to and received by Bovie-HK., for the management of its loaner unit service of the Products.

During the first year of execution of this Agreement, all Purchase Orders from existing customers for the Products in the Markets are to be addressed to Bovie. After the first year of execution, Bovie will ship Bovie-HK several sets of Product as inventory depends on the sales quantity of the first year and the forecast of coming annual. Bovie will notify Bovie-HK if any Product to be shipped via Bovie-HK for final inspection and Bovie-HK will be responsible to arrange shipment of such products to customers after its final inspection.

Bovie-HK shall sign distribution agreements, only if mutually agreed upon by Bovie, to sell the Products to new customers in the Markets. Bovie-HK shall prepare, adopt, and implement a business, marketing and sales plan of reasonable scope and detail, and shall dedicate sufficient personnel and resources for the advancement and accomplishment of such plan.

Bovie will supply Bovie-HK with a reasonable quantity of promotional materials, such as literature, catalogues, leaflets, and other advertising material relating to the Products. Bovie-HK shall have the right to incorporate Bovie’s literature. Bovie agrees to grant Bovie-HK a license to use “Bovie” and “Bovie-Asia” on Bovie-HK’s literature during the effective period of this agreement. Bovie shall be responsible to review in advance and comment on the combined promotional Product in the interest of assuring accuracy and completeness of the information therein. Any change, other than strict translation of promotional materials shall be submitted to Bovie for final approval. The cost of establishing promotion materials and translations will be at Bovie-HK’s expense or their assigned distributor’s expense. Under no circumstances shall Bovie be responsible for these costs.

Copyrights, patent rights, trademark rights, trade name rights or other similar rights under Chinese law shall inure to the sole benefit of Bovie, and Symbol and Bovie-HK, or its affiliates, will not contest Bovie’s right title and interest to any of the above anywhere in the world.

The Price of the Products paid by Bovie-HK to Bovie shall be determined by suggested list prices as described in Appendix C.

The suggested list prices shall generally apply and discount terms to Bovie-HK shall be reviewed and considered for adjustment.

Prices charged new customers for the Products distributed by Bovie-HK in the Markets shall be mutually agreed upon between Bovie and Bovie-HK. Price quotations shall include, in addition to prices for the Products, prices for supporting services provided by Bovie-HK.