ex10_4.htm


    
      

    

    Exhibit
      10.4

     

    
      Syndicate
        Agreement

      


      Entered
        into by and between

      Vidatech
        Technológiai Kutató, Fejlesztő és Szolgáltató Kft. (1095
        Budapest, Soroksári út 94-96., represented by KUN Dániel Jr., Managing
        Director),

      TÓTH
        Tünde (1075 Budapest, Síp utca 5. II./3.) and VASKÓ
Péter (1078 Budapest, Marek József utca 35. III./4.), as members of
in4 Számítástecnikai és Szolgáltató Kft. (1078 Budapest, Marek
        József utca 35. III./4.), as follows:

      


      
        	
                1.)

              	
                Vidatech
                  Kft. agrees to provide a member’s loan amounting to HUF 48,000,000.-, say
                  Forty-eight million Forints to in4 Kft., in several instalments
                  by 31 May
                  2009, subject to a transactional interest corresponding to the
                  prime rate
                  of the bank of issue, with maturity of 31 May
                  2009.

              


      

      


      In4
        Kft.
        may request the member’s loan announcing its claim 20 business days prior to the
        draw-down. In the event of a claim exceeding HUF 2,000,000.- a previous
        reconciliation shall be required.

      


      If
        the
        development under Clause 4 will be implemented, in4 Kft. shall not be obliged
        to
        repay the member’s loan, but it will carry out an increase of registered capital
        by the member’s loan actually disbursed, increased with the interest, with agio,
        in such a manner that Vidatech Kft’s interest (business quota) in in4 Kft. may
        not exceed 40%.

      


      
        	
                2.)

              	
                As
                  of 1 January 2008 Vidatech Kft. shall provide bookkeeping services
                  for in4
                  Kft. without compensation.

              


      

      


      
        	
                3.)

              	
                Any
                  sales of software will be arranged by Vidatech Kft. based on the
                  resolution of the members’ meeting of
                  in4.

              


      

      


      
        	
                4.)

              	
                VASKÓ
                  Péter and TÓTH Tünde, members, agree to develop the application named
                  electronic on-line content organising and searching solution (software),
                  whose planned designation is
“eGlue”.

              


      

      


      The
        software will be owned by in4 Kft.

      


      VASKÓ
        Péter agrees to provide, as Managing Director, for the full enforcement of
        the
        obligation of confidentiality against the subcontractors in the course of
        the
        development of the software.

      


      
        	
                5.)

              	
                VASKÓ
                  Péter ensures for in4 Kft. the possibility to use the head office
                  without
                  compensation.

              


      

      


      
        	
                6.)

              	
                The
                  members agree not to raise any interim dividend or year-end dividend
                  from
                  in4 Kft. till 31 May 2009.

              


      

      


      
        	
                7.)

              	
                The
                  Parties declare that their aim is that in4 Kft. should become a
                  company
                  listed at a US stock exchange, and they will cooperate with each
                  other in
                  the interest thereof.

              


      

      


      


      


      
        	 	
                 

              	 	
                 

              	 
	 	
                TÓTH
                  Tünde and VASKÓ Péter

                in4
                  Kft.

              	 	
                Vidatech
                  Kft.

                represented
                  by KUN Dániel Jr.