RESELLER AGREEMENT

THIS AGREEMENT shall be effective as of the date of execution of this Agreement (hereinafter “Effective Date”) and made by and between Theradome Inc., a California based corporation having its office at 4900 Hopyard Road, Suite 100, Pleasanton, CA 94588 (hereinafter “Theradome”) and Stone of David Tactical Equipment Company (hereinafter “Reseller”).

Stone of David Tactical Equipment Company (SODTEC) shall be the Reseller of Theradome, since SODTEC already obtained the required FDA Registration and since the product is covered by a Government regulation in the Philippines requiring such registration.

In addition, we are in the process of devising a new business organization wherein Stone of David Corporation (SODCORP) shall be the Holding Company and SODTEC jointly with other Companies, including a Medical Company which shall carry the business of selling Theradome and other medical related products, shall be the subsidiary of SODCORP.

1. The Reseller shall have the non-exclusive, non-transferable and revocable right to sell and market the Theradome LH80 Pro Helmet (hereinafter “Product”) purchased from Theradome, subject to the terms and conditions of this Agreement. During the term of this Agreement, Theradome agrees to not to assign the market of Philippines to other interested parties during the term of this agreement.

2. The Reseller may purchase the Product under the terms of this agreement for:a) $447.50 for Orders of 1 to 49 units;b) $395.00 for Orders of 50 to 499 units;c) $350.00 for Orders of 500 or more units.

If the Reseller reaches an aggregate ordered quantity of 500 units or more within 3 months of the Effective Date, the break bulk price difference from the previous orders shall then be rebated in favor of the Reseller, which the Reseller can use such rebated sums as purchase credit for future orders.

3. The Reseller shall not advertise the Product for a price lower than the Minimum Advertised Price (MAP) set by Theradome.

a. The MAP for Theradome is the consumer price on the Order Page at www.theradome.com. The MAP is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customers by the Reseller. The MAP applies only to advertised prices and does not apply to the price at which the Product can be actually sold or offered for sale to an individual customer by the Reseller. The Reseller shall be liable to ensure compliance with the MAP by its customers in any subsequent sale of the Product, and shall be liable for any breach of the MAP by its customers. This clause has been unilaterally established by Theradome to protect its legacy and reputation of its name and products. In addition to this, this clause is also designed to ensure resellers have the incentive to invest resources into

services for Theradome’s customers. In case of any violation of MAP by the Reseller, Theradome, in its sole discretion, may review the Agreement with the Reseller and cease supplying further Product to the Reseller, after or without providing written notification about MAP violation to the Reseller.

May we ask that the highlighted stipulations be omitted due to the following reasons:

1. We do not have any control over our customers, although we can subject them with the same restriction regarding MAP. Moreover, it is contrary to public policy to render a party liable for the act of a third person, not privy to the contract

2. It is just and equitable to give the Reseller a written notice, prior to the cessation or stoppage of supply, if the Company has a reasonable belief that the MAP has been violated. There are circumstances that are beyond our competence and control e.g. sabotage made by employee by advertently violating the provisions of MAP. Written Notice will serve as a warning and chance to Reseller, to investigate and ascertain the cause of the violation.

4. The Reseller shall be allowed to offer any money-back guarantee to its customers but

at its own risk. Theradome shall not be obliged to incur any liability or required to support any such money back guarantee offered by the Reseller. The Reseller shall not issue any warranty or guaranty with respect to the Product to any person or party which may in any way obligate or purport to obligate Theradome, in any manner whatsoever, to any such person or party. For all purposes herein, the Reseller shall be regarded as an independent contractor and not as the employee or agent of Theradome. The Reseller shall have no authority to bind Theradome, in any manner whatsoever, without Theradome’s approval.

5. The Reseller acknowledges that Theradome is the owner of all right, title and interest in and to the mark THERADOME, THERADOME LH80 PRO HELMET and any other mark, registered or unregistered, used and owned by Theradome (hereinafter “Trademarks”). The Reseller further acknowledge that its use of the Trademarks is under leave and license of Theradome and the said use creates in the Reseller no rights in the Trademarks, and that all use of the Trademarks by the Reseller inures to the benefit of Theradome. The Reseller further acknowledges that any trademark, company name, domain name or any other application/registration featuring the Trademarks or any other trademark similar thereto shall be transferred to Theradome upon termination of this Agreement. The Reseller further acknowledges ownership by Theradome in the intellectual property rights (including patents, trademarks, copyright, trade secret, confidential information etc.) owned by it in connection with the Product. The Reseller shall not challenge, or directly or indirectly, assert any right, title of interest in or to the intellectual property rights of Theradome.

6. The Reseller shall always obtain a Return Merchandise Authorization (RMA) number before attempting to return any Product to Theradome. Any Product returned without being accompanied with a RMA number shall not be processed by Theradome for credit. The Reseller shall be responsible for all shipping charges associated with returns. Theradome shall provide Reseller with RMA procedure. Reseller shall not give any warranty to its customers other than the written manufacturer’s warranty provided by Theradome.

7. The Reseller is authorized to sell the Product only in their own country, and may not ship the Product out of its own country.

8. The Reseller is authorized to advertise, promote and sell the Product on its own website, but is not authorized to do so through any general e-commerce websites, including but not limited to, www.amazon.com, www.ebay.com, www.alibaba.com, etc. If the Reseller wishes to advertise, promote and sell the Product on any website, the Reseller must send Theradome the URL, and gain approval to advertise the Product thereon from Theradome. The Reseller had submitted and Theradome has agreed to permit the Reseller to advertise the Product on the following websites:

www.facebook.comhttp://www.lazada.com.ph/http://www.ensogo.com.ph/http://www.metrodeal.com/http://membership.cashcashpinoy.com/www.tcat.com.phhttp://www.myregalo.com/

9. The Reseller shall assume and pay all the costs of conducting its own business under this Agreement, including insurance and taxes.

10. The Reseller shall be responsible for updating the Theradome related material and shall keep the material updated with any/all updates, changes and revisions from Theradome as required.

11. The Reseller shall not use any trademark and trade name of Theradome as part of Reseller’s name or of Reseller’s business. The Reseller shall not register, or have registered, any trademark and trade name of Theradome. The Reseller shall be entitled to use the promotional material (including contents hosted at http://www.theradome.com/) of Theradome for sale and promotion of the Product, if it complies with the applicable local laws and regulatory standards. The Reseller shall not use any promotional material in respect of the Product without ensuring that the same is not in violation of any applicable local laws and regulatory standards.

12. The initial Term of this Agreement shall be the period of six months commencing on the Effective Date and shall automatically renew for successive six months Renewal Terms unless earlier terminated by either of the Parties by giving notice to the other

party no later than thirty days prior to the end of any existing term of its desire not to renew. Theradome reserves the right to immediately terminate this Agreement with immediate effect if the Reseller is found to be in gross violation of any of the terms and conditions set out in this Agreement, other than clause 3, or otherwise.

It is impractical to shorten the period to six months, considering that such period will only be dedicated for promotion and marketing of the product.

13. The terms of this Agreement shall be governed by the laws of California and the all the disputes arising out of/under this Agreement shall be submitted to the exclusive jurisdiction of the Courts located in California.

Tamim Hamid Jocelyn MagcaleCEO, Theradome, Inc. CEO, Stone of David Corporation