ex10-2.htm


     

    Exhibit 10-2

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      IVT
SOFTWARE, INC.

      


      SUBSCRIPTION
AGREEMENT

      AND INVESTOR SUITABILITY
REPRESENTATION

      


      


      IVT
Software, Inc.

      196 North
Crest Place

      Lakewood,
NJ 08701

      


      Gentlemen:

      


      


      The
undersigned hereby subscribes for, and purchases herewith the number of Series A
Units and underlying common shares $.0001 par value ("Units" ") and common stock
purchase warrants (the "Warrants") (collectively the Shares and Warrants are
referred to as "Securities") of IVT Software, Inc.  a Nevada
 corporation (the "Corporation"), set forth below, and as full
consideration for the issuance of the Securities by the Corporation, the
undersigned agrees to pay in cash the Cash Consideration set forth
below.  Each Series A Unit of IVT Software, Inc.  consists
of One (1)  share of common stock Par Value $0.0001 per
share,  Two (2)  Class A Stock Purchase Warrants exercisable
@ $0.50, Two (2)  Class B Stock Purchase Warrants, exercisable @
$1.00,  and Two (2) Class C Stock Purchase Warrants exercisable @
$1.50.

      


      Each
Class A,  Class B, Class C, Class D Warrants is "Callable" by the
Company at any time.

      


      


      


      
        	
                1.  

              	
                Subscription.

              


      

      


      Subject
to the terms and conditions hereinafter set forth in this Subscription
Agreement, the undersigned hereby offers to purchase__________ Shares at $0.03
per Share, for an aggregate subscription amount of
$___________________.  A check in the amount of $____________________
payable to the order IVT Software, Inc.  is delivered
herewith.

      


      
        	
                2.  

              	
                Conditions to
  Subscription.

              


      

      


      I
understand that the Company has the right to accept or reject this Offer, in
whole or part, for any reason whatsoever; and I agree to comply with the terms
of this Subscription Agreement and to execute and deliver any and all further
documents requested by the Company.

      


      I
understand that this subscription is not effective until the Company accepts it
by countersigning this Subscription Agreement by an authorized
officer.

      


      


      
        	
                3.  

              	
                Representations and
    Warranties.

              


      

      


      In order
to induce the Company to accept this Offer, I hereby warrant and represent as
follows:

      


      A.           I
have sufficient liquid assets to sustain a loss of my entire investment in the
Company.

      


      B. (check one)

      


      (     )                      I
am (i) an Accredited Investor as the term is defined in Regulation D promulgated
under the Securities Act of 1933, as amended (the “Act”).  In general,
an “Accredited Investor” is deemed to be an institution with assets in excess of
$5,000,000 or individual with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouse.

      


      Or

      


      (      )                      I
am a sophisticated investor that is capable of understanding the nature of this
investment, and the risks inherent in making such an investment, and I am
capable of sustaining the loss of my entire investment.

      


      C.  I
have reviewed the Company's Private Placement Memorandum dated January 15,
2008  (the "Memorandum").  The Company has not made any
other representations or warranties to me with respect to the Company except as
contained in the Memorandum.

      


      D.  I
have not authorized any person or institution to act as my Purchaser
Representative (as that term is defined in Regulation D of the General Rules and
Regulations under the Act) in this transaction.  I represent that I
have such knowledge and experience in financial, investment and business matters
that I am capable of evaluating the merits and risks of the prospective
investment in the Common Stock.  I have consulted with such
independent legal counsel or other advisers as I have deemed appropriate to
assist me in evaluating my proposed investment in the Company.

      


          E.  I
represent that (i) I have adequate means of providing for my current financial
needs and possible personal contingencies, and have no need for liquidity in the
Common Stock; (ii) I can afford to hold the Common Stock for an indefinite
period of time and can sustain a complete loss of the entire amount of the
subscription; and (iii) I have not made an overall commitment to investments
which are not readily marketable which is disproportionate so as to cause such
overall commitment to become excessive.

      


      F.  I
have been afforded the opportunity to ask questions of, and receive answers from
the officers and/or directors of the Company acting on its behalf concerning the
terms and conditions of this transaction and to obtain any additional
information, to the extent that the Company possesses such information or can
acquire it without unreasonable effort or expense, necessary to verify the
accuracy of the information furnished; and I have availed myself of such
opportunity to the extent I considers appropriate in order to permit me to
evaluate the merits and risks of an investment in the Company.

      


      G.  I
understand that the Company has not registered the Shares of Common Stock under
the Act in reliance on an exemption for transactions by an issuer not involving
a public offering.

      


      H.  I
understand that this offering has not been passed upon or the merits thereof
endorsed or approved by any state or federal authorities.

      


      I.  I
am acquiring the Shares of Common Stock solely for my own account for personal
investment and not with a view to any distribution, or for resale.  I
further represent that no other person has a beneficial interest in the
Securities subscribed for, and that no other person has furnished or will
furnish directly or indirectly, any part of or guarantee the payment of any part
of the consideration to be paid to the Company.  I do not intend to
dispose of all or any part of the Securities except in compliance with the
provisions of the Act and applicable state securities laws and I understand that
the Securities are being offered pursuant to a specific exemption under the
provisions of the Act, which exemption(s) depend, among other things, upon the
compliance with the provisions of the Act.

      


      J.  I
represent and agree that I will not sell, transfer, pledge or otherwise dispose
of or encumber the Shares of Common Stock except pursuant to the applicable
rules and regulations under the Act or applicable state securities laws, and
prior to any such sale, transfer, pledge, disposition or encumbrance, I will,
upon request, furnish the Company and its transfer agent with an opinion of
counsel satisfactory to the Company in form and substance that registration
under the Act and any applicable state securities laws is not
required.

      


      K.  I
understand, agree and consent that the Company insert the following or similar
legend on the face of the certificates representing the Shares:

      


      "These
securities have not been registered under the Securities Act of 1933, as amended
(the “Act”), or any state securities laws and may not be sold or otherwise
transferred or disposed of except pursuant to an effective registration
statement under the Act and any applicable state securities laws, or an opinion
of counsel satisfactory to counsel to the Company that an exemption from
registration under the act and any applicable state securities laws is
available.”

      


      L           I
certify that each of the foregoing representations and warranties set forth in
subsections (A) through (K) inclusive of this Section 3 are true as of the date
hereof.

      


      


      
        	
                4.  

              	
                Indemnification.

              


      

      


      I
understand that the Securities are being offered without registration under the
Act and in reliance upon the exemption from registration provided for in Reg.
506 of the Securities Act of 1933 and regulations promulgated thereunder for
transactions by an issuer not involving any public offering; that the
availability of such exemptions is, in part, dependent upon the truthfulness and
accuracy of my representations in this agreement; that the Company will rely on
such representations in accepting any subscriptions for the Securities and that
the Company may take such steps as it considers reasonable to verify the
accuracy and truthfulness of such representations in advance of accepting or
rejecting my subscription.  I agree to indemnify and hold harmless the
Company against any damage, loss, expense or cost, including reasonable
attorneys’ fees, sustained as a result of any misstatement or omission on my
part.

      


      
        	
                5.  

              	
                Revocation.

              


      

      


      I agree
that I will not cancel, terminate or revoke this Subscription Agreement or any
agreement made herein, and that this Subscription Agreement shall survive my
death or disability.

      


      
        	
                6.  

              	
                Termination of Subscription
      Agreement

              


      

      


      If the
Company elects to cancel this Subscription Agreement, this Offer shall be null
and void and of no further force and effect, and no party shall have any rights
against any other party hereunder, except for the return of the subscription
price.

      


      
        	
                7.  

              	
                Miscellaneous

              


      

      


      


      
        	
                (A)  

              	
                All
      notices or other communications given or made hereunder shall be in
      writing and shall be

                 mailed
      by registered or certified mail, return requested, postage prepaid, to the
      undersigned at his

                 address
      set forth below and IVT Software, Inc. 196 North Crest Place, Lakewood, NJ
      08701.

                 

                 

                196
      North Crest Place

                Lakewood,
      NJ 08701

                 and
      CEO.

              


      

      


      


      
        	
                (B)  

              	
                This
      Subscription Agreement constitutes the entire agreement among the parties
      hereto with

                 respect
      to the subject matter hereof and may be amended only by writing executed
      by all parties.

              


      

      


      


      
        	
                (C)  

              	
                The
      provisions of the Subscription Agreement shall survive the execution
      thereof.

              


      

      


      The
Securities are to be issued in   (check one box):

      _____ Individual name
(if applicable)

      ______ Joint tenants
with rights of survivorship

      ______ Tenants in the
entirety

      ______ Corporation
(an officer must sign)

      ______ Partnership
(all general partners must sign)

       

      
        	
                8.  

              	
                Certification. I  certify that he
      has read this entire Subscription Agreement and that every statement on
      his

                part
      made and set forth herein is true and
complete.

              


      

      


      


      IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the
date his signature has been subscribed and sworn to below.]

      


      _______________________________________________________________

      


      Print
Name of Investor

      


      


      


      _________________________________________

      Signature
of Investor

      


      


      _________________________________________

      Signature
of Joint Investor, if applicable

      


      


      


      Address:___________________________

      


      __________________________________

      


      Telephone
Number___________________

      


      


      Social
Security Number:_______________

      


      Date:______________________________

      


      


      _______________________________________________________

      Print
Name of Corporation, Partnership or other Institutional Investor

      


      


      _______________________________________________________

      Signature

      


      


      ________________________________________________________

      Name of
Authorized signatory having Investment and Voting Control

      


      ____________

      Title

      


      Address:___________________________

      


      Telephone
Number___________________

      


      


      Fed I.D.
#_________________________________

      


      


      Date:_____________________________________

      


      


      


      Accepted
as of the ____day of _______________, 200

      


      IVT
Software, Inc.

      


      


      By____________________________

      Martin
Schwartz, President, CEO

      5

       

       

      REGISTRATION
RIGHTS AGREEMENT

      


      


      This
Registration Rights Agreement (the "Agreement") is made and entered into as
of  January 15, 2008 by and among IVT Software, Inc., a Nevada
corporation (the "Company"), and the persons and entities who purchase Units in
the Company's private placement described in a Private Placement Memorandum
dated  January 15, 2008 (collectively, the "Investors").

      


      


      WITNESSETH:

      


      


      WHEREAS,
the Company will issue Units consisting of Common Stock ("Common Stock") and
common stock purchase warrants ("Warrants"); and

      


      WHEREAS,
with respect to the Common Stock and common stock to be acquired by the
Investors upon exercise of the Warrants, the Company has agreed to grant to the
Investors the rights contained herein.

      


      NOW,
THEREFORE, in consideration of the foregoing recital and the mutual promises
hereinafter set forth, the parties hereto agree as follows:

      


      1.           Definitions.  As
used in this Agreement, the following capitalized terms shall have the following
respective meanings:

      


      Closing
Date.  The term "Closing Date" shall mean the final date of the
offering period of the Units, as described in the Private Placement Memorandum,
which may be extended by the Company.

      


      Exchange
Act.  The term "Exchange Act" means the United States Securities
Exchange Act of 1934, as amended.

      


      Holder.  The
term "Holder" means any person owning of record Registrable Securities or any
assignee of record of such Registrable Securities to whom rights under this
Agreement have been duly assigned in accordance with this
Agreement.

      


      Person.  The
term "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

      


      Registrable
Securities.  The term "Registrable Securities" means all the Common
Stock and common stock issuable upon exercise of the Warrants; excluding in all
cases, however, any of such securities sold by a Person in a transaction in
which rights under this Agreement are not assigned in accordance with this
Agreement.

      


      Registration.  The
terms "register," "registered" and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement.

      


      Registration
Statement.  The term "Registration Statement" shall mean a
registration statement filed by the Company with the Commission under the
Securities Act providing for the offer and sale of Registrable
Securities.

      


      SEC.  The
term "SEC" or "Commission" means the U.S. Securities and Exchange
Commission.

      


      Securities
Act.  The term "Securities Act" means the United States Securities Act
of 1933, as amended.

      


      2.           Grant
of Registration Rights.  The Company hereby grants the following
registration rights to holders of the Securities offered in the accompanying
Private Placement Memorandum.

      


      (a)           On
one occasion, for a period commencing 270 days after the Closing Date, but not
later than three years after the Closing Date, the Company, upon a written
request therefor from any record holder or holders of more than 50% of the
aggregate of the "Registrable Securities", shall prepare and file with the SEC a
registration statement under the Act covering the Registrable Securities which
are the subject of such request, unless such Registrable Securities are the
subject of an effective registration statement or are otherwise salable pursuant
to an exemption from registration.  In addition, upon the receipt of
such request, the Company shall promptly give written notice to all other record
holders of the Registrable Securities that such registration statement is to be
filed and shall include in such registration statement Registrable Securities
for which it has received written requests within 10 days after the Company
gives such written notice.  Such other requesting record holders shall
be deemed to have exercised their demand registration right under this Section
2(a).  As a condition precedent to the inclusion of Registrable
Securities, the holder thereof shall provide the Company with such information
as the Company reasonably requests.  The obligation of the Company
under this Section 2(a) shall be limited to one registration
statement.

      


      (b)           If
the Company at any time proposes to register any of its securities under the Act
for sale to the public, whether for its own account or for the account of other
security holders or both, except with respect to registration statements on
Forms S-4, S-8 or another form not available for registering the Registrable
Securities for sale to the public, provided the Registrable Securities are not
otherwise registered for resale by the Subscriber or Holder pursuant to an
effective registration statement, each such time it will give at least 30 days'
prior written notice to the record holder of the Registrable Securities of its
intention so to do. Upon the written request of the holder, received by the
Company within 30 days after the giving of any such notice by the Company, to
register any of the Registrable Securities, the Company will cause such
Registrable Securities as to which registration shall have been so requested to
be included with the securities to be covered by the registration statement
proposed to be filed by the Company, all to the extent required to permit the
sale or other disposition of the Registrable Securities so registered by the
holder of such Registrable Securities (the "Seller"). In the event that any
registration pursuant to this Section 2(b) or 2(d) shall be, in whole or in
part, an underwritten public offering of common stock of the Company, the number
of shares of Registrable Securities to be included in such an underwriting may
be reduced by the managing underwriter if and to the extent that the Company and
the underwriter shall reasonably be of the opinion that such inclusion would
adversely affect the marketing of the securities to be sold by the Company
therein; provided, however, that the Company shall notify the Seller in writing
of any such reduction. Notwithstanding the forgoing provisions, the Company may
withdraw any registration statement referred to in this Section 2(b) without
thereby incurring any liability to the Seller.

      


      (c)           If,
at the time any written request for registration is received by the Company
pursuant to Section 2(a), the Company has determined to proceed with the actual
preparation and filing of a registration statement under the 1933 Act in
connection with the proposed offer and sale for cash of any of its securities
for the Company's own account, such written request shall be deemed to have been
given pursuant to Section 2(b) rather than Section 2(a), and the rights of the
holders of Registrable Securities covered by such written request shall be
governed by Section 2(b).

      


      (d)           The
Company shall file with the Commission within 120 days of the final Closing Date
(the "Filing Date"), and use its reasonable commercial efforts to cause to be
declared effective a Registration Statement within 270 days of the Closing Date
(the "Effective Date").  The Company will register one share of Common
Stock in the afore described registration statement for each share of Common
Stock contained in the Units and one share of Common Stock for each common share
issuable upon exercise of the Warrants.  The Registrable Securities
shall be reserved and set aside exclusively for the benefit of the Subscriber
and not issued, employed or reserved for anyone other than the
Subscriber.  the Company may delay the Filing Date and Effective Date
during the pendency of negotiations with an underwriter for an initial public
offering by the Company of its securities.  Any such delay may not be
longer than thirty (30) days in connection with the Filing Date and sixty (60)
days in connection with the Effective Date.

      


      3.           Registration
Procedures. If and whenever the Company is required by the provisions hereof to
effect the registration of any shares of Registrable Securities under the Act,
the Company will, as expeditiously as possible:

      


      (a)           prepare
and file with the Commission a registration statement with respect to such
securities and use its best efforts to cause such registration statement to
become and remain effective for the period of the distribution contemplated
thereby (determined as herein provided), and promptly provide to the holders of
Registrable Securities copies of all filings upon request of such
holder.

      


      (b)           prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective until the latest of: (i)
six months after the exercise period of the Warrants; or (ii) one year after the
Closing Date, and comply with the provisions of the Act with respect to the
disposition of all of the Registrable Securities covered by such registration
statement in accordance with the Seller's intended method of disposition set
forth in such registration statement for such period;

      


      (c)           furnish
to the Seller, and to each underwriter if any, such number of copies of the
registration statement and the prospectus included therein (including each
preliminary prospectus) as such persons reasonably may request in order to
facilitate the public sale or their disposition of the securities covered by
such registration statement;

      


      (d)           use
its best efforts to register or qualify the Seller's Registrable Securities
covered by such registration statement under the securities or "blue sky" laws
of such jurisdictions as the Seller and in the case of an underwritten public
offering, the managing underwriter shall reasonably request, provided, however,
that the Company shall not for any such purpose be required to qualify generally
to transact business as a foreign corporation in any jurisdiction where it is
not so qualified or to consent to general service of process in any such
jurisdiction;

      


      (e)           list
the Registrable Securities covered by such registration statement with any
securities exchange on which the Common Stock of the Company is then
listed;

      


      (f)           immediately
notify the Seller and each underwriter under such registration statement at any
time when a prospectus relating thereto is required to be delivered under the
Act, of the happening of any event of which the Company has knowledge as a
result of which the prospectus contained in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;

      


      (g)           make
available for inspection by the Seller, any underwriter participating in any
distribution pursuant to such registration statement, and any attorney,
accountant or other agent retained by the Seller or underwriter, all publicly
available, non-confidential financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors and employees to supply all publicly available, non-confidential
information reasonably requested by the seller, underwriter, attorney,
accountant or agent in connection with such registration statement.

      


      4.           Provision
of Documents.

      


      (a)  At
the request of the Seller, provided a demand for registration has been made
pursuant to Section 2(a) or a request for registration has been made pursuant to
Section 2(b), the Registrable Securities will be included in a registration
statement filed pursuant to this Agreement.  In the event of an
underwritten public offering in which the Registrable Securities are so
included, the lockup, if any, requested by the managing underwriter may not
exceed nine months after the effective date thereof.

      


      (b)  In
connection with each registration hereunder, the Seller will furnish to the
Company in writing such information and representation letters with respect to
itself and the proposed distribution by it as reasonably shall be necessary in
order to assure compliance with federal and applicable state securities
laws.  In connection with each registration pursuant to Section 2(a)
or 2(b) covering an underwritten public offering, the Company and the Seller
agree to enter into a written agreement with the managing underwriter in such
form and containing such provisions as are customary in the securities business
for such an arrangement between such underwriter and companies of the Company's
size and investment stature.

      


      5.           Expenses.  All
expenses incurred by the Company in complying with this Agreement, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel and independent public accountants for the Company,
fees and expenses (including reasonable counsel fees) incurred in connection
with complying with state securities or "blue sky" laws, fees of the National
Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents
and registrars, fee of one counsel, if any, to represent all the Sellers, and
costs of insurance are called "Registration Expenses". All underwriting
discounts and selling commissions applicable to the sale of Registrable
Securities, including any fees and disbursements of any special counsel to the
Seller, are called "Selling Expenses".   The Seller shall pay the
fees of its own additional counsel, if any.

      


      The
Company will pay all Registration Expenses in connection with the Registration
Statement.  All Selling Expenses in connection with each Registration
Statement shall be borne by the Seller and may be apportioned among the Sellers
in proportion to the number of shares sold by the Seller relative to the number
of shares sold under such Registration Statement or as all Sellers thereunder
may agree.

      


      6.           Indemnification
and Contribution.

      


      (a)  In
the event of a registration of any Registrable Securities under the Act pursuant
to this Agreement, the Company will indemnify and hold harmless the Seller, each
officer of the Seller, each director of the Seller, each underwriter of such
Registrable Securities thereunder and each other person, if any, who controls
such Seller or underwriter within the meaning of the 1933 Act, against any
losses, claims, damages or liabilities, joint or several, to which the Seller,
or such underwriter or controlling person may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such Registrable Securities was registered under the Act pursuant to
this Agreement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Seller, each such underwriter and each such controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case
if and to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission so made in conformity with information furnished by any such
Seller, the underwriter or any such controlling person in writing specifically
for use in such registration statement or prospectus.

      


      (b)  In
the event of a registration of any of the Registrable Securities under the Act
pursuant to this Agreement, the Seller will indemnify and hold harmless the
Company, and each person, if any, who controls the Company within the meaning of
the Act, each officer of the Company who signs the registration statement, each
director of the Company, each underwriter and each person who controls any
underwriter within the meaning of the Act, against all losses, claims, damages
or liabilities, joint or several, to which the Company or such officer,
director, underwriter or controlling person may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement
under which such Registrable Securities were registered under the Act pursuant
to this Agreement, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company and each such officer, director, underwriter and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that the Seller will be liable hereunder
in any such case if and only to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information pertaining to such Seller, as such, furnished in
writing to the Company by such Seller specifically for use in such registration
statement or prospectus, and provided, further, however, that the liability of
the Seller hereunder shall be limited to the proportion of any such loss, claim,
damage, liability or expense which is equal to the proportion that the public
offering price of the Registrable Securities sold by the Seller under such
registration statement bears to the total public offering price of all
securities sold thereunder, but not in any event to exceed the gross proceeds
received by the Seller from the sale of Registrable Securities covered by such
registration statement.

      


      (c)  Promptly
after receipt by an indemnified party hereunder of notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof, but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to such indemnified party other
than under this Section 7(c) and shall only relieve it from any liability which
it may have to such indemnified party under this Section 7(c) if and to the
extent the indemnifying party is prejudiced by such omission. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such indemnified
party, and, after notice from the indemnifying party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 7(c) for
any legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected, provided, however, that, if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or additional to
those available to the indemnifying party or if the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified parties shall have the right to select one
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the reasonable expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.

      


      (d)  In
order to provide for just and equitable contribution in the event of joint
liability under the Act in any case in which either (i) the Seller, or any
controlling person of the Seller, makes a claim for indemnification pursuant to
this Section 7 but it is judicially determined (by the entry of a final judgment
or decree by a court of competent jurisdiction and the expiration of time to
appeal or the denial of the last right of appeal) that such indemnification may
not be enforced in such case notwithstanding the fact that this Section 7
provides for indemnification in such case, or (ii) contribution under the Act
may be required on the part of the Seller or controlling person of the Seller in
circumstances for which indemnification is provided under this Section 7; then,
and in each such case, the Company and the Seller will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that the Seller is
responsible only for the portion represented by the percentage that the public
offering price of its securities offered by the registration statement bears to
the public offering price of all securities offered by such registration
statement, provided, however, that, in any such case, (A) the Seller will not be
required to contribute any amount in excess of the public offering price of all
such securities offered by it pursuant to such registration statement; and (B)
no person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 10(f) of the Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.

      


      7.           Assignment
and Amendment.  Notwithstanding anything herein to the
contrary:

      


      (a)           Registration
Rights.  The registration rights of a Holder under this Agreement may
be assigned to a party who acquires Registrable Securities from a Holder (or a
Holder's permitted assigns) only if: (i) such Holder agrees in writing with the
transferee or assignee to assign such rights, and the Company is given written
notice by the assigning party before, at or after the time of such assignment
stating the name and address of the assignee and identifying the securities of
the Company as to which the rights in question are being assigned; and (ii) the
transferee or assignee agrees in writing with the Company to be bounded by all
of the terms and conditions of this Agreement, including, without limitation,
the provisions of this Section.

      


      (b)           Amendment
of Rights.  Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
Company and Investors (and/or any of their permitted successors or assigns)
holding shares representing and/or exercisable into a majority of all the
Registration Securities.  Any amendment or waiver effected in
accordance with this subsection 8(b) shall be binding upon each Investor, each
Holder, each permitted successor or assignee of such Investor or Holder and the
Company.

      


      8.      Penalty
in the Event the Registration is Not Deemed Effective by the
SEC.   In the event that the Company files a registration
statement, but the Registration Statement is not declared effective by the SEC,
the Company shall incur no penalties and shall not be liable for any damages to
the holders of the warrants.

      


      9.           Miscellaneous.

      


      (a)           Notices.  All
notices or other communications given or made hereunder shall be in writing and
shall be personally delivered or deemed delivered the first business day after
being telecopied (provided that a copy is delivered by first class mail) or on
the third business day after being mailed by first class mail, to the party to
receive the same at its address set forth below or to such other address as
either party shall hereafter give to the other by notice duly made under this
Section:  (i) if to the Company, to IVT Software, Inc. 196 North Crest
Place, Lakewood, NJ 08701.

      


      


       and
(ii) if to the Subscriber, to the name, address and telecopier number set forth
on the signature page hereto.

      


      (b)           Entire
Agreement; Assignment.  This Agreement and the documents referred to
herein represent the entire agreement between the parties hereto with respect to
the subject matter hereof and may be amended only by a writing executed by the
parties pursuant to Section 8 hereof.  No right or obligation of
either party shall be assigned by that party without prior notice to and the
written consent of the other party except as described in Section 8
hereof.

      


      (c)           Execution.  This
Agreement may be executed by facsimile transmission, and in counterparts, each
of which will be deemed an original.

      


      (d)           Law
Governing this Agreement.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada without regard to
principles of conflicts of laws.  Any action brought by either party
against the other concerning the transactions contemplated by this Agreement
shall be brought exclusively in the state courts of Nevada or in the federal
courts located in the state of Nevada.  The parties and the Company
agree to submit to the jurisdiction of such courts and waive trial by
jury.  The prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs.  In the event
that any provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.

      


      (e)           Adjustments
for Stock Splits, etc.  Wherever in this Agreement there is a
reference to a specific number of shares of Common Stock of the Company of any
class or series, then, upon the occurrence of any subdivision, combination or
stock dividend of such class or series of stock, the specific number of shares
so referenced in this Agreement shall automatically be proportionally adjusted
to reflect the effect on the outstanding shares of such class or series of stock
by such subdivision, combination or stock dividend.

      


      


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      IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of the date first written above.

      


      IVT
Software, Inc.

      


      


      


      By:________________________________

      Martin
Schwartz,

      President
and Chief Financial Officer

      


      


      INVESTOR:

      


      


      ___________________________________

      Signature

      


      


      ___________________________________

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