0001062993-08-003450 Sample Contracts

ADDENDUM TO OCTOBER 24, 2005 DISTRIBUTION AGREEMENT between ITOCHU International Inc. and PM Devices, Inc.
Distribution Agreement • August 6th, 2008 • Neovasc Inc • British Columbia

This Addendum is made effective this 17th day of July 2007, by and between ITOCHU International Inc. of 335 Madison Ave, New York, New York, USA (“Distributor”); and PM Devices Inc., Unit 2135 – 13700 Mayfield Place, Richmond, British Columbia, Canada, ("Manufacturer")

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ETS Consulting 9093 Terranova Drive Naples, Florida 34109 Cell phone: 239 404 9716 Email: eugstr@aol.com
Letter of Agreement • August 6th, 2008 • Neovasc Inc

LETTER OF AGREEMENT This confirms an agreement between ETS Consulting of Naples, Florida and Medical Ventures of 13700 Mayfield PI., Suite 235, Richmond, B.C. V6V 2E4 Canada. Under this agreement ETS will provide a wide range of marketing and sales consulting services over the next twelve months.

MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG MEDICAL VENTURES CORP. WITH CERTAIN AFFILIATES AND B-BALLOON LTD. AND NEOVASC MEDICAL LTD. DATED AS OF JANUARY 30, 2008
Escrow Agreement • August 6th, 2008 • Neovasc Inc • British Columbia

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of January 30, 2008, is entered into by and among B-Balloon Ltd., an Israeli company (“B-Balloon”), Neovasc Medical Ltd, an Israeli company (“Neovasc”), Medical Ventures Corp., a Canadian corporation (“Parent”), Medical Ventures Acquisition 1, Ltd, an Israeli company, which is a wholly owned subsidiary of Parent (“Merger Sub I”) and Medical Ventures Acquisition 2, Ltd., an Israeli company which is a wholly owned subsidiary of Parent (“Merger Sub II”).

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