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BANK GUARANTEE

THIS DEED OF GUARANTEE made this - day of - , 2009 by Andhra Bank


(here in after referred to as the “BANK”) of the first part GAMBRO INDIA PVT
LIMITED “Chaitanya Center”,Flat-1D,1st Floor,12/21,Khader Nawaz Khan
Road,Nungambakkam,Chennai -600 006 Tamilnadu, India. Of the other part.

WHEREAS M/s FORTUNE MEDICAL DEVICES (here in after referred to as the


"Company") has been appointed as distributor for RENAL PRODUCTS for ANDHRA
PRADESH & KARNATAKA on terms and conditions stated in the said Distributor
Agreement, (“DISTRIBUTORS AGREEMENT " shall mean and include Trust Receipt,
and all relevant documents, questionnaire, applications etc. executed by the Company
with GAMBRO to enable the Company to be set up as sales office for GAMBRO
RENAL PRODUCTS ).

And
WHEREAS the BANK has, at the request of the Company, agreed to grant in favour of
GAMBRO, a guarantee to secure performance by the Company of its obligations under
the Distributor Agreement.
NOW THEREFORE THIS DEED WITNESSES AS FOLLOWS:

1. The BANK hereby unconditionally and irrevocably guarantees to GAMBRO and


agrees and undertakes that if in the sole and unfettered opinion of GAMBRO, the
Company has failed to perform its obligations specified in the Distributors Agreement
and/or any amendments or modifications thereto, the BANK shall upon demand of
GAMBRO forthwith pay to GAMBRO, in without demur or dispute, the amount set forth
in the certificate by GAMBRO as the amount of invoices arise out of breach of the
Distributors Agreement.

PROVIDED ALWAYS the total liability of the BANK hereunder shall be limited to US
Dollars (not exceeding equivalent Indian Rupees 10, 00,000/-) Ten Lakhs only.
2. The Guarantee of the BANK shall be effective immediately from the date hereof
and shall remain in force for a period of 1 year i.e. / / and unless a claim of
demand in writing is served upon the BANK within six months of expiry of the
Guarantee i.e., not later than / / , this Guarantee shall cease to be valid and shall
have no force or effect whatsoever, provided, however, if a demand is so served, this
guarantee shall continue in force and effect (not withstanding the expiration date) in
respect of the amount so demanded until the obligation of the BANK in respect thereof
is finally determined in court or otherwise and the payment made to GAMBRO.

3. The BANK agrees that GAMBRO has the fullest liberty without affecting in any
manner the BANK’s obligations hereunder, to vary any of the terms and conditions of
the TRUST Agreement or to extend the time of performance by the company from time
to time and to forbear from enforcing any of the terms and conditions of the Distributors
Agreement without any notice to or consent of the BANK, and the BANK shall not be
released from its liability under this Guarantee by reason of any such variation or
extension of forbearance being granted to the Company. The BANK agrees that
GAMBRO has no obligation whatsoever to exercise its rights against the collateral if
any, of the Company but may immediately call on this Guarantee.
4. This Guarantee shall not be affected by any change in the constitution of the
BANK or of the Company.

5. In the event of invocation of this guarantee by GAMBRO, the Bank hereby


undertakes that on affecting the remittances under this guarantee to GAMBRO, the Bank
shall report the same to the Reserve Bank of India furnishing full details of the
remittance.

6. The expression "the BANK" and the "Company" herein before used shall include
their respective successors and permitted assigns.
IN WITNESS WHEREOF _______________ FOR AND ON BEHALF OF THE BANK
HAS SIGNED THIS GUARANTEE ON THE DAY, THE MONTH AND THE YEAR
ABOVE WRITTEN.

_______________________ (Signature, Name & Designation of the executant)


_______________________ (Name and Seal of the BANK)

WITNESSES:

1. Signature : _______________________
Name : _______________________
Address : _______________________
_______________________

2. Signature : _______________________
Name : _______________________
Address : _______________________
_______________________

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