Documents


    DISTRIBUTORSHIP
      AGREEMENT


     

    This
      Agreement (“Agreement”) is made and entered into as of December 19, 2005, by and
      between EQUIS International, Inc., a corporation organized under the laws of
      the
      State of Delaware (“Equis”) and California News Tech, under the laws of the
      State of California (“Vendor”).

     

    Recitals

     

    WHEREAS,
      Vendor owns and holds copyrights and trade secrets and other proprietary rights
      in and to certain trade processing technology, and other items all of which
      are
      valuable and useful items recommended for use by both professional and personal
      investors (the “Programs”); and

     

    WHEREAS,
      Equis has represented to Vendor that it possesses experience, knowledge and
      skill in the MS function language, and has the capability to effectively market
      and distribute Upper Hand and Heads Up Program (products).

     

    Agreement

     

    NOW,
      THEREFORE, in consideration of the mutual promises contained in this Agreement
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, Equis and Vendor agree as follows:

     

    1. APPOINTMENT
      OF DISTRIBUTOR. Subject
      to the terms and conditions of this Agreement, Vendor hereby appoints Equis
      to
      be a non-exclusive authorized distributor of the Programs globally and Equis
      accepts such appointment. Equis shall have the right and the obligation to
      use
      its best efforts to provide the Programs to other customers and/or to appoint
      additional distributors or representatives.

     

    2. CHANGES
      TO THE PROGRAMS.
      Vendor
      shall have the right at any time and from time to time, in its sole discretion,
      to change the design, capabilities or other characteristics of any Program,
      or
      discontinue the production or marketing of any Program without prior notice
      of
      any kind; provided, however, that Vendor shall notify Equis of changes in the
      Programs.

     

    3.
      TERMS
      OF PURCHASE AND RETURN OF PROGRAMS.
      Vendor
      shall provide Equis with the Programs set forth in Schedule A (“Business
      Terms”).

     

    4.
      TECHNICAL
      CAPABILITIES.
      Vendor
      shall at all times during the term of this Agreement, at its expense, maintain
      the ability to : (i) provide competent and adequate technical assistance to
      users of the Programs (“Users”), (ii) explain to Users the basic features and
      capabilities of the Programs, and (iii) provide such other assistance to Users
      in connection with the use of the Programs, including installation assistance
      as
      it makes available to its other customers generally. Vendor shall make clear
      to
      customers the method of obtaining the above-described support.

     

    5.
      EQUIS’
      USE OF THE PROGRAMS.
      Equis
      shall have the right and license to use copies of the Programs as necessary
      to
      demonstrate the Programs to potential customers, subject to all of the
      restrictions set out in the vendor’s license agreement for the Programs. Equis
      shall not copy, modify, alter or transfer, electronically or otherwise, any
      Programs excepts as expressly allowed in this Agreement. Equis shall not
      translate, reverse program, disassemble, de-compile or otherwise reverse
      engineer any of the Programs.

     

    6.
      PACKAGING.
      Equis
      shall maintain all trademark, copyright and other intellectual property notices
      of Vendor on such any wrapping and packaging of the product.

     

    
      
         

      

      
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    7.
      WARRANTIES.
      VEDOR
      DOES NOT WARRANT THE PROGRAMS TO EQUIS. VENDOR WARRANTS THE PROGRAMS TO END
      USERS AS SPECIFICALLY SET OUT IN THE VENDOR’S LICENSE AGREEMENT FOR THE
      PROGRAMS, AND THOSE WARRANTIES ARE THE ONLY AND ENTIRE WARRANTIES MADE BY VENDOR
      IWHT RESPECT TO THE PROGRAMS, SUBJECT TO EXCEPTIONS MANDATED BY LAW. VENDOR
      MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING THERETO.

     

    8. INDEMNITY.
      Vendor
      covenants and agrees to indemnify and to keep the Reuters group of companies
      indemnified in respect of an against all claims, damages, losses, costs or
      expenses (including reasonable legal fees and expenses) arising out of or in
      connection with all claims and proceedings relating to Equis’ possession, use or
      distribution of the Programs and any other Vendor-provided service. Vendor
      agrees that it will protect, save and keep Equis harmless against and from
      any
      penalty and/or damages or charges imposed by any Federal or State regulatory
      agency or result of the acts or omissions of Vendor. Vendor further covenants
      and agrees to indemnify and hold Equis harmless from any and all third party
      claims, demands, or causes of action against Equis for damages arising from
      or
      as a result of the acts or omissions of Vendor, and Vendor agrees to defend
      Equis from any and all such claims, demands or causes of action, or if Equis
      so
      chooses, Equis may defend itself. In either event, Vendor shall pay any and
      all
      costs, attorneys’ fees, or judgments arising from such defense.

     

    9. LIMITATION
      FO LIABILITY.
      IN NO
      EVENT SHALL VENDOR BE LIABLE TO EQUIS, EXCEPT (i) IN RESPECT OF DEATH OR
      PERSONAL INURY CAUSED BY VENDOR’S NEGLIGENCE, (ii) AS A RESULT OF VENDOR’S GROSS
      NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iii) AS OTHERWISE REQUIRED BY LAW, BY
      REASON OF ANY REPRESENTATION OR IMPLIED WARRANTY, CONDITION OR OTHER TERM OR
      ANY
      DUTY AT COMMON LAW, OR UNDER THE TERMS OF THIS AGREEMENT, FOR ANY CONSEQUENTIAL
      LOSS OR DAMAGE (WHETERE FOR LOSS OF PROFIT OR OTHERWISE) ARISING OUT OF OR
      IN
      CONNECTION WITH ANY ACT OR OMISSION OF VENDOR RELATING TO THE DEVELOPMENT,
      MANUFACTURE OR SUPPLY OF THE PROGRAMS, THEIR DISTRIBUTION BY EQUIS OR THEIR
      USE
      BY ANY CUSTOMER OR OTHER END USER.

     

    10. INTELLECTUAL
      PROPERTY RIGHTS.
      Equis
      recognizes and agrees that the Programs contain valuable trade secrets,
      copyrighted materials, trademarks, trade secrets, proprietary information and
      other items of value which are the sole property of Vendor and that Vendor,
      by
      entering into this Agreement and by permitting the license of the Programs
      pursuant to this Agreement and the Vendor’s license agreement or any other
      amendments thereto, does not waive or intend to waive its rights to the
      Programs, to the copyrights it has in the Programs, to the trademarks, or to
      the
      trade secrets and manufacture and distribution of the Programs. Vendor shall
      own
      all intellectual property rights in and to the Programs and any modifications,
      enhancements, updates, or upgrades made by Vendor.

     

    11. VENDOR’S
      BEST INTEREST.
      Equis
      shall recognize that the Programs are the sole property of and have been
      developed by Vendor and shall take all reasonable steps to perform all of its
      licensing, advertising and distribution activities in the best interest of
      Vendor and in the best interest of the promotion and development of the
      Programs.

     

    12. TERM.
      This
      Agreement shall remain in effect for an initial term of twelve (12) months
      following the execution date (the “Initial Term”) unless terminated earlier
      pursuant to Section 14 below. At the end of the Initial Term, the Agreement
      shall automatically for an additional one year periods unless either party
      notifies the other in writing of its intention not to renew this Agreement
      at
      least ninety (90) days before the expiration of the initial term or any renewal
      thereof.

     

    
      
         

      

      
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    13. TERMINATION.

     

    Either
      party may terminate this Agreement upon written notice to other party upon
      the
      occurrence of any of the following events:

     

    	1.  	
            Either
              party breaches any term or condition of this Agreement, and fails or
              refuses to fully cure any such breach or violation within thirty (30)
              days
              after receipt of written notice of such breach or
              violation;

          


     

    	2.  	
            Either
              party violates any law or regulation and such violation has a material
              adverse effect on the other party;

          


     

    	3.  	
            Either
              party is insolvent or files for bankruptcy or is the subject of an
              involuntary bankruptcy filing or make an assignment for the benefit
              of
              creditors; or

          


     

    	4.  	
            Any
              material provision of this Agreement is found to be illegal or
              unenforceable.

          


     

    14. EFFECTS
      OF TERMINATION

     

    In
      the
      event that this Agreement is terminated for any reason, Equis shall return
      within two weeds, via certified carrier to Vendor, all copies of the Programs
      in
      its possession (or subsequently received), packaged suitably to protect them
      during transit and shall immediately cease distribution of the programs; and
      shall use reasonable efforts to expunge from the memory storage (including
      without limitation any hard disk, floppy disk or tape storage) of any computer
      in its possession, or over which it has control or to which it has access,
      any
      trace of the Programs, and shall return to Vendor any manuals, documentation,
      marketing or other related materials pertaining to the Programs

     

    If
      this
      Agreement is terminated by either party for any reason Vendor will refund Equis
      for returned Programs at the price they were originally purchased, and Equis
      shall pay costs of shipping.

     

    15. ENTIRE
      AGTEEMENT

     

    This
      Agreement, together with the License Agreement and Schedules attached hereto
      as
      it may from time to time be amended, contains the entire understanding between
      the parties and all prior discussions, negotiations and agreements, whether
      oral
      or written, concerning the subject matter of this Agreement are deemed merged
      into this Agreement. This Agreement may not be amended except in a writing
      signed by the parties.

     

    16.
      NOTICE

     

    Unless
      otherwise advised in writing, the parties shall send all notices and make all
      shipments pursuant to this Agreement to the following addresses:

     

    
      	(Equis)	EQUIS International Inc.
	 	90 South 400 East, Suite 620
	 	Salt Lake City, UT 84101
	 	USA
	 	Attention: Legal Department
	(Vendor)	 



     

    17. CHOICE
      OF LAW AND VENUE.
      This
      Agreement shall be interpreted pursuant to the laws of the permitted by the
      laws
      of the State. In the event of a dispute arising under this Agreement, the
      parties agree to submit it to and agree to the jurisdiction of a court in the
      State of Utah authorized to sit in Salt Lake City, Utah.

     

    
      
         

      

      
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    18. ASSIGNMENT.
      This
      Agreement may not be assigned to by either party without the express written
      consent of the other party, which consent shall not be unreasonable withheld.
      However, either party may assign the Agreement to a third party without the
      other party’s consent in the event that substantially all of the assigning
      party’s stock is acquired by the third party as the result of a merger,
      acquisition, or consolidation.

     

    19. HEADINGS.
      The
      section headings herein are for convenience only and are not
      controlling.

     

    20. ATTORNEY’S
      FEES AND COSTS.
      If any
      action is commenced by either party to this Agreement to enforce or interpret
      this Agreement, the prevailing party shall be entitled to receive reasonable
      attorneys’ fees and costs, including, but not limited to, fees charged by expert
      consultants and witnesses, in addition to any remedy or judgment granted or
      entered by the court, whether at law or in equity.

     

    21. AUTHORITY
      TO ACT.
      The
      individuals signing this Agreement on behalf of the respective parties,
      represent that they have the authority to bind their respective corporations
      to
      this Agreement.

     

    22. CUSTOMER
      INFORMATION.
      The
      names and other customer information obtained as a result of Equis’ efforts
      under the terms of this agreement shall be considered confidential or
      proprietary information belonging to Equis. Vendor agrees to indentify such
      customers on its database and exclude such customers from any marketing
      promotions of any product and service other than the services outlined on
      Schedule A, unless agreed in writing by Equis.

    
IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first written above.

     

    
      	EQUIS	VENDOR
	EQUIS International	 
	By /s/
              Conal Thompson	By /s/
              Marion Munz
	Name: Conal Thompson 	Name: California News Tech
	Title: CEO/President 	Title: President & CEO
	Date: 19
              Dec 05	Date: 12-15-05



     

    
      
        
           

        

        
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    SCHEDULE
      A

     

    BUSINESS
      TERMS


     

    	1.  	
            REVENUE
              SHARING

          


     

    Both
      Parties will distribute completed products. Revenue split will be 60% - 40%
      to
      benefit the seller of the product.

     

    On
      a
      monthly basis Both Parties will produce a report outlining a total amount of
      sold product. This report will include an itemized report of the products
      sold.

     

    	2.  	
            PRODUCT
              DEVELOPMENT

          


     

    Vendor
      will be responsible for the creation of the DLLs that will enable MetaStock
      to
      read the Heads Up Signals into the MetaStock formula Language.

     

    Following
      creation of this DLL, Equis can assist the vendor with manipulation of the
      data
      and the application of technical indicators into the MetaStock
      program.

     

    3. PRODUCT
      DUPLICATION

     

    3.1.
      Vendor shall be responsible for producing and the costs of producing the
      finished Product suitable for sale to end users including duplication of the
      software, printing the documentation, and packaging the Product. All packaging
      materials must meet by approved by Vendor.

     

    4. PROGRAM
      PROMOTION


     

    Each
      party agrees to actively promote Vendor’s products to its current and past
      customers and prospects by means of email blasts, website promotion and other
      means of effective promotion.