Product Distribution & Supply Agreement

Exhibit 10.22


PRODUCT DISTRIBUTION AND SUPPLY AGREEMENT


This Distribution and Supply Agreement is made as of May 20, 1999, by and between CARESIDE, INC., a Delaware corporation, having an office at 6100 Bristol Parkway, Culver City, CA 90230 (hereinafter referred to as "CARESIDE") and CDC Technologies, Inc., a Delaware corporation, having an office at One Great Hill Road, Oxford, CT 06478 (hereinafter referred to as "CDC").


WITNESSETH:


IN CONSIDERATION of the mutual covenant and conditions contained herein, it is agreed as follows:


I. CDC hereby appoints Careside to sell and distribute CDC products, Schedule 1
on a nonexclusive basis in the United States of America, in the human market
agrees to:


A. Sell CDC Products to Careside in accordance with current CDC distributor
policies and procedures to meet Careside requirements for resale. CDC
reserves the right to add or delete products and change the price shown
in Schedule 1. Prices are subject to change at any time with prior notice
of thirty (30) days by sending Careside a revised Distributor Price List
which shall become effective as of the date appearing thereon.


B. Conduct for Careside meetings of a technical and sales nature as mutually
agreed and reasonably requested.


C. Supply requested inventory levels for existing and new products
commensurate with market potential of such Products in the geographical
area covered by Careside.


D. Have CDC Products, upon shipment meet the applicable requirements of the
Federal Food, Drug and Cosmetic Act.


E. Establish reasonable credit limitations and modify these limits, as CDC
deems necessary. Payment terms will be 30 days from the date of invoice.


II. Careside hereby accepts said appointment represents that it has adequate
facilities and personnel to perform the service hereinafter indicated, and
agrees to :


A. Promote the sale of authorized CDC Products through Careside sales
organization.


B. Only buy CDC Product directly from CDC except when otherwise authorized
throughout the transfer of merchandise procedure and with the prior
written consent of CDC.


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C. Comply with the current policies and procedures of CDC and to perform the
functions of a Distributor independently and not assign said functions in
whole or in part to other Distributors without CDC's prior written
consent.


D. Careside will be permitted to alter the CDC Products in accordance with
Schedule 2.


E. Provide CDC, at no charge, a report of sales of CDC Product by end user
name and address ...