<PAGE>

EXHIBIT 10.2

                                    EXCLUSIVE

                            DISTRIBUTORSHIP AGREEMENT

This  Exclusive  Distributorship Agreement (the "Agreement") is entered into and
made effective this  thursday, 28th december 2000 by and between BARTECH E.M.E.A
SARL,  4,  Rue  du Port aux Vins,      92 150 Suresnes, France. ("BARTECH"), and
BATIM  BAR-TECH  AGENCIES  (PTY)  LTD  -  18,  BOLTON  ROAD  PARKWOOD  -  2193
JOHANNESBURG  -  SOUTH  AFRICA.

1.   DEFINITIONS.  Unless  the context clearly requires otherwise, the following
     terms  shall  be  defined  as  follows:

     (a)  "Annual target" shall mean the amount specified on Exhibit A. "Monthly
          target " shall mean the annual target for the then current target year
          divided  by  twelve  except  as  otherwise  specified in Exhibit A. In
          calculating  whether  Distributor  has  met  its  annual target or its
          monthly  target,  BARTECH  shall  compute  the net invoice cost of all
          Covered  Products delivered by it to the Distributor during the target
          year  or  target  month less any taxes, interest, freight or insurance
          charges.

     (b)  "Authorized location(s)" shall mean Distributor's place(s) of business
          located  at  18,  BOLTON  ROAD  PARKWOOD  -  2193 JOHANNESBURG - SOUTH
          AFRICA.

     (c)  "Covered  Products" shall mean the Hardware Products listed on Exhibit
          B  and  the  Software  Products  listed  on  Exhibit  C.

     (d)  "Engineering Change" shall mean any mechanical or electrical change to
          a  Hardware  Product  which  affects  its form, fit, function, safety,
          reliability,  performance  or  maintainability.

     (e)  "Hardware  Product(s)"  shall  mean  the  products listed on Exhibit B
          which BARTECH may amend at any time, as provided in subparagraph 3(a),
          by  adding  or  deleting  any  Hardware  Product.

     (f)  "Target  Year" shall mean a year commencing on January 1 and ending on
          the  succeeding  December  31.

     (g)  "Software  Product(s)"  shall  mean  the  products listed on Exhibit C
          which BARTECH may amend at any time, as provided in subparagraph 3(a),
          by  adding  or  deleting  any  Software  Product.

     (h)  "Software  Registration  Agreement"  shall  mean Exhibit D the form of
          which  BARTECH  may  unilaterally  amend  at  any  time.

     (i)  "Territory"  shall  mean  the  geographic  area  consisting  of

                                  South Africa

2.   APPOINTMENT.  BARTECH  appoints the Distributor as an exclusive distributor
     of BARTECH Covered Products in the Territory and for this purpose grants to
     the  Distributor  the  exclusive  right  to  sell, license and generally to
     import,  market, distribute, install and service the Covered Products as an
     exclusive  distributor  within  the Territory. The Distributor accepts such
     appointment as an exclusive distributor on the terms and conditions of this
     Agreement.

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3.   BASIC  OBLIGATIONS  OF  BARTECH.  During the term of this Agreement and any
     renewal,  BARTECH  agrees  that  it  will:


     (a)  Sell  Covered  Products  to  Distributor  for  distribution within the
          Territory. BARTECH may, in its sole discretion, from time to time, add
          items  to  the list of Covered Products, delete items from the list of
          Covered Products and add other distributors of Covered Products in the
          Territory without obligation to Distributor. Any Covered Product which
          BARTECH  for  any  reason  ceases  to  sell  in  the  Territory  shall
          automatically  be  deleted  from  the list of Covered Products without
          obligation  to  Distributor;

     (b)  Provide Distributor with technical and marketing bulletins, and, as it
          deems  appropriate,  sponsor  service  and  sales  seminars  for
          Distributor's  personnel;

     (c)  Use  its  reasonable  efforts  to  obtain,  at  BARTECH'  own cost and
          expense,  any  required  licenses,  certifications,  declarations,
          affidavits,  or  other  documentation;  required  by  the  laws of the
          France,  or  applicable international treaties or conventions, for the
          export  of  Covered  Products  to the Territory; provided however that
          BARTECH  will  in  no  case be liable to the Distributor for any loss,
          damage  or  claim,  whether direct, indirect or consequential, arising
          from  BARTECH'  inability  to  obtain  such  licenses,  certificates,
          declarations,  affidavits  or  other  documentation;  and

     (d)  Repair  or  replace  at  its  sole  discretion  any  Hardware Products
          received  from  BARTECH  which  are determined by BARTECH to have been
          defective at time of shipment at F.O.B Suresnes (or such international
          shipping  point designated in writing by BARTECH). All claims relative
          to  alleged  defective  Hardware  Products  must be made in writing to
          BARTECH by the Distributor within three (3) weeks after receipt of the
          Product.  Failure  by  the  Distributor  to provide the timely written
          notice  required  hereunder  shall  result  in  Distributor's  loss of
          protection  under  this  Agreement.


4.   BASIC OBLIGATIONS OF DISTRIBUTOR. During the term of this Agreement and any
     renewal,  Distributor  agrees  that  it  will:

     (a)  Use  its  best  efforts  within  its Territory to promote actively and
          diligently  market  the  sale  of BARTECH Products so as to satisfy or
          exceed  those  targeted  sales  numbers as stated on Exhibit A, (i) by
          means  of  personal  visits  to  and  by correspondence with potential
          purchasers  (ii)  by  advertising  and  by the distribution of printed
          matter;  provided,  however, that the form, manner, extent and wording
          of  all  such advertising and distributed matter shall be submitted to
          BARTECH forthwith after publication or distribution as the case may be
          and  BARTECH  shall have the right to require the Distributor to cease
          the  advertising  or  the  distribution  of  the printed matter in the


          form  of  that submitted to it without the Distributor having recourse
          to  BARTECH  for  any  expense  incurred  unless  BARTECH  shall  have
          specifically  agreed  in  writing  to  bear  such  expense;

     (b)  Provide all end users regardless of location with prompt and efficient
          installation,  training,  programming,  documentation,  and  repair
          services;

     (c)  At  each  of its Authorized locations, maintain a sufficient supply of
          Covered  Products  for  spare  parts  ("Spares") and for demonstration

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          purposes,  and  employ  a sufficient number of trained sales, service,
          and programming personnel; and employ and train personnel to carry out
          policies  set  forth  by  BARTECH  and  other written customer service
          policies  published  by  BARTECH  and  notified  to  Distributor;

     (d)  Use  the  service  mark  "A  BARTECH Distributor" which BARTECH hereby
          grants  Distributor  a  non-exclusive  right to use during the term of
          this  Agreement  to  indicate  that  Distributor  is  an  authorized
          distributor  of  the  Covered  Products.  Use  of  the service mark by
          Distributor  must  comply  with  BARTECH graphics standards, available
          upon  request  from  BARTECH. Distributor shall acquire no proprietary
          rights  with  respect  to  the  service  mark,  and  Distributor's
          authorization  to  use  the  service  mark shall exist only so long as
          Distributor  is  in  full  compliance  with all material terms of this
          Agreement.  In  any event, such authority shall cease immediately upon
          the  termination  of  this Agreement; Distributor will display BARTECH
          Products in its facility, using signs and sales aids which BARTECH may
          make  available;

          Distributor will not alter, remove or permit the removal of any patent
          numbers,  serial numbers, date codes or identifying marks from BARTECH
          products;

          Distributor  will not use or permit others to use the BARTECH name, or
          any  variation  thereof,  or  any  of the names of BARTECH products in
          Distributor's  business name or title unless agreed to by BARTECH in a
          signed  writing;

          BARTECH  retains full control over its trade name and all of its trade
          or  service  marks,  and nothing herein shall limit or modify BARTECH'
          right to pursue its legal remedies independently of Distributor or any
          business  the  Distributor  may  be  associated  with, in the event of
          violation by others of said trade name or said trade or service marks.
          The  Distributor shall register BARTECH as the owner and itself as the
          user  of  the "BARTECH" trade mark in the Territory to the extent that
          such  registration is required by law or desirable for the sale by the
          Distributor  of  the  Covered  Products and Spares therein and BARTECH
          shall  take  all  reasonable steps to enable the Distributor to effect
          such  registration  including (without limitation) the registration of
          BARTECH  at  its expense as registered owner thereof. Upon termination
          of  this  Agreement for whatsoever cause, the Distributor shall cancel
          such  registration  forthwith. The expense of any such registration of
          the  Distributor  or cancellation thereof shall be borne solely by the
          Distributor.  The Distributor shall permit BARTECH at BARTECH' expense
          to  have  full  conduct  of  all  matters  in  relation to any alleged
          infringements  (including  without  prejudice to the generality of the
          foregoing  the  settlement,  compromise or other disposal of any claim
          and  the conduct of any proceedings relating thereto) and shall itself
          take  no such action in respect of such infringement without the prior
          consent  of BARTECH. The Distributor shall provide all such reasonable
          assistance  at BARTECH' expense in relation to such matters as BARTECH
          may  require;

     (e)  Fully  advise  all  potential end users as to the terms of the BARTECH
          software  license  agreement;

     (f)  Refrain  from removing, defacing or otherwise changing any descriptive
          markings  or  labels  on  any  Covered  Product  and  from  making any
          Engineering  Change  to any Hardware Product without the prior written
          consent  of  BARTECH;

     (g)  Refrain  from using any non-BARTECH replacement part or other supplies
          on  any Hardware Product without the prior written consent of BARTECH;

     (h)  Perform  any  Engineering  Change requested by BARTECH on all Hardware
          Products  which  it  sells  or  which  are  located  in the Territory;

     (i)  Obey  all  applicable  laws,  regulations,  rules  and  ordinances and
          conduct  its  business  in  an  ethical  manner;

     (j)  Pay  BARTECH  in  accordance  with  the  provisions of this Agreement;

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     (k)  For a period of not less than ten (10) years, maintain a record of all
          end  users  of  Covered  Products,  which record shall include the end
          users'  address,  the  serial  numbers of the Covered Products and the
          dates of sale, delivery and installation, and permit BARTECH immediate
          access  upon  request  to  such records for purposes of inspection and
          copying  of  such  records  (i)  in  the case of any product recall or
          safety  campaign,  or  (ii)  for  the purpose of assuring or providing
          customer service; which right of access shall continue during the term
          of  this  Agreement  and  for  an  additional period of ten (10) years
          following  termination  or  expiration  of  this  Agreement;

     (l)  Promptly  notify  BARTECH  in writing of all suspected product defects
          and  safety  problems.

     (m)  Not  sell,  represent, distribute, license or promote, either directly
          or  indirectly, any goods competitive with BARTECH Covered Products in
          the Territory during the initial term of this Agreement or any renewal
          periods  without  the prior written consent of BARTECH provided that a
          Covered  Product shall not be considered competitive unless it has the
          same  or  an  equivalent  function  and  the  same  or  equivalent
          characteristics,  price  and  use  and  provided  further  that  the
          provisions  of  this  sub-clause  shall  not  apply  in respect of any
          product(s)  currently  supplied  to  the  Distributor  by its existing
          suppliers  as  at  the  date  hereof;

     (n)  Promptly bring to the notice of BARTECH any information received by it
          which  is likely to be of material interest, use or benefit to BARTECH
          in  relation to the future development of the Covered Products for use
          in  the  Territory  and  their  marketing  generally;

     (o)  Obtain,  prepare  and  maintain,  at  the  Distributor's  own cost and
          expense,  all  required  licenses,  certificates,  declarations,
          affidavits,  or  other  documentation  required  by  the  laws  of the
          Territory or applicable international treaties or conventions, for the
          import,  sale,  service,  promotion  and  distribution  of the Covered
          Products;

     (p)  Supply  such reports, returns and other information relating to orders
          and  projected  orders  for Covered Products and Spares as BARTECH may
          from  time  to  time  reasonably  require  for the purposes of general
          information  required  for  planning  and/or  scheduling production of
          Covered  Products;

     (q)  Refrain from moving or closing any of its Authorized locations without
          the  prior  written  consent  of  BARTECH,  which consent shall not be
          unreasonably  withheld.

     (r)  Not  engage  in  any  activity  which  may  be  deleterious to BARTECH
          Customers  or  to  the  promoting,  marketing, sale and service of all
          BARTECH  products;  and

     (s)  Comply with all terms herein, and the underlying intent and meaning of
          this  Agreement.


5.   DISTRIBUTOR  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.  Distributor
     represents  to  BARTECH as follows (and covenants that, during the pendency
     of  this  Agreement,  Distributor  will  continue  to  be):

(a)  Distributor  is  a  corporation duly organized and validly existing in good
     standing under the laws of its jurisdiction of incorporation. No provisions
     of  the  Distributor's Certificate of Incorporation or By-Laws (Statute, or
     equivalent  organizational documents), nor any provision or covenant of any
     credit  or other agreement (including security agreements incident thereto)
     to  which  Distributor  is a party or by which Seller is bound have been or
     will  be  violated  by  the  execution,  delivery  and  performance  by the
     Distributor  of  this  Agreement  or the performance or satisfaction of any

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     condition  herein  contained  on  its  part  to  be performed or satisfied;

     (b)  This  Agreement  has  been  duly  and validly authorized, executed and
          delivered  by  the  Distributor  and  is the valid and legally binding
          obligation  of  Distributor  enforceable in accordance with its terms;
          and  (c)  Distributor possesses the requisite work expertise, employee
          staffing,  facilities  and  equipment  necessary to perform its duties
          hereunder  and  is  capable  of  upgrading  and  improving systems and
          procedures  to  remain  competitive.


6.   AREA  OF  SALES.  Distributor  agrees  that  it  will  not sell the Covered
     Products  directly or indirectly to customers located outside the Territory
     without  the  prior  written approval of BARTECH, which BARTECH may give or
     withhold  in  its  sole  and absolute discretion. If the provisions of this
     Paragraph  6  are or shall be prohibited under the law of any jurisdiction,
     then  such provisions shall not apply in such country and, in lieu thereof,
     Distributor agrees to use its best efforts to promote, sell and service the
     Covered  Products  in  the  Territory  and  further agrees that it shall be
     primarily  responsible  for  servicing  retail  accounts  with  the Covered
     Products  in the Territory and that it shall concentrate its efforts in the
     Territory,  which concentration Distributor acknowledges to be essential to
     proper  sales  and  servicing  efforts.

7.   PLACING  AND  DELIVERY  OF  ORDERS.

     (a)  (i)  The Distributor shall on or before the beginning of each calendar
          quarter  inform BARTECH in writing of its approximate requirements for
          Covered  Products for the next following quarter so that BARTECH shall
          have  at least one quarter's advance notice of such requirements; (ii)
          Orders shall be placed on a firm basis by the Distributor from time to
          time  and  in  accordance  with  such  further  ordering procedures as
          BARTECH  and  the  Distributor  may  agree;  (iii)  All orders for the
          Covered Products shall be governed by the provisions of this Agreement
          and  shall  not  be  modified  by  anything that may be printed on the
          Distributor's  purchase  order.  [BARTECH'  then  current  Standard
          Conditions  of Sale for the relevant Covered Products shall apply save
          that in the event of any inconsistency between such conditions and the
          terms  of this Agreement, the terms of this Agreement shall prevail.];
          (iv)  No  order for Covered Products shall be binding on BARTECH until
          written  confirmation of that order is received by BARTECH and BARTECH
          has  confirmed  in  writing  that  such  order  is  acceptable.

     (b)  During  the  term  of  this  Agreement  BARTECH  shall  sell  to  the
          Distributor,  in  accordance with the Distributor's orders accepted by
          BARTECH,  the  Distributor's  reasonable  requirements  of the Covered
          Products  but  BARTECH  shall not be liable in any way for any loss of
          trade  or profit or any other loss occurring to the Distributor in the
          event  that  BARTECH  is unable to supply any of the Covered Products.

     (c)  (i)  BARTECH  shall  ship  to the Distributor the Covered Products and
          Spares  in  accordance  with  the orders placed by the Distributor and
          accepted  by  BARTECH as provided in subparagraph 7(a); (ii) Each sale
          shall  constitute  a  separate  contract  and shall be invoiced to the
          Distributor  accordingly.

8.   TERMS.

     (a)  The  price  of  all  Hardware  Products  and the licensing fee for all
          Software  Products shall be the distributor price in Euro in effect at
          the  time  of  shipment,  regardless  of what the price was at time of
          Distributor  order. BARTECH agrees to notify Distributor in writing of
          all  price  changes  and  in  the  event of a price increase agrees at
          Distributor's  option  to  cancel  only  those  unshipped  orders.

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     (b)  Unless  Distributor has qualified for credit, payment in full shall be
          made in advance of shipment. To the extent that BARTECH extends credit
          to Distributor, Distributor grants BARTECH a security interest in such
          Covered  Products  until  full Distributor price has been paid for the
          Covered  Products  shipped  to  Distributor and in the receivables due
          Distributor  in  respect  thereof  and  in all proceeds therefrom, and
          Distributor  further  agrees  to  execute  any financing statement for
          filing  or other similar document as requested or required by BARTECH.
          Distributor's  failure  to pay any amounts when due shall give BARTECH
          the  right  to  possession  and removal of the Covered Products at any
          time upon BARTECH' demand. BARTECH' taking of such possession shall be
          without  prejudice  to  any  other  legal remedy BARTECH may have. All
          collection costs, including legal fees, shall be borne by Distributor.
          BARTECH  reserves the right to withdraw or reduce any credit line when
          in  its  sole  discretion such a withdrawal or reduction is warranted.
          Distributor  agrees  to  pay  interest  on  all  overdue  payments  in
          accordance  with  the  then  current  BARTECH  policy.

     (c)  In  the  event product is sold hereunder to the Distributor on credit,
          all  payment  terms  shall be net thirty (30) days. Service charges in
          the  amount  of  the  lesser  of  1.5% per month or the highest charge
          permitted  under  applicable  law  shall  be imposed by BARTECH on the
          account  of  the  Distributor on all amounts past due. Service charges
          will  continue  to  accrue until the past due balance is liquidated in
          full  by  the  Distributor.

     (d)  In  the event product is sold to Distributor on letter of Credit (LC),
          the  Distributor shall cause a Irrevocable letter of credit (LC) to be
          issued  in  favor  of BARTECH for the payment of orders on the day the
          applicable  bill  of  lading  is  executed.  The  Distributor shall be
          responsible  for  the  payment  of  Irrevocable  LC fees and expenses.

     (e)  All shipments of Covered Products shall be made on an F.O.B. Suresnes,
          France (or such alternative international shipping point designated in
          writing  by  BARTECH)  with  Distributor bearing all freight, duty and
          insurance  charges and all applicable import, sales, use, value added,
          property, excise and any other taxes of any nature whatsoever. BARTECH
          reserves  the  right  to  make any shipment on a freight collect basis
          when  Distributor  is responsible for freight charges and reserves the
          right  to  refuse  to  make  shipments  other  than to a Distributor's
          Authorized  location.

     (f)  All  risk  of  loss  or  damage  to  Hardware  Products  shall pass to
          Distributor  upon delivery in good condition, F.O.B., Suresnes, France
          (or  such  alternative  international  shipping  point  designated  in
          writing  by  BARTECH).

     (g)  Title  to  all Hardware Products shall pass on the date of shipment by
          BARTECH.  BARTECH  shall  retain  all  applicable  rights  to  the
          intellectual  property  in Software Products which, therefore, are not
          subject  to  transfer  of  title. Title to the media on which Software
          Products  are  recorded  shall  pass  to  Distributor  upon  shipment.

     (h)  Subject  to  the  then current BARTECH policy on return items, BARTECH
          will grant credit for return Hardware Products. BARTECH may modify the
          policy  on credits for returns in its sole discretion, but in no event
          more  than twice a year. (But see subparagraph 19(b) in respect of the
          effect  of  the  expiration  or  termination  of  this  Agreement.)

     (i)  An  advance  payment  discount,  as  specified by BARTECH from time to
          time, is offered for any order for which BARTECH receives payment from
          the  Distributor  via wire transfer simultaneously with the order. The
          advance payment must be made via wire transfer of funds to the BARTECH
          account  specified  above  and must take place simultaneously with the
          placement  of  the order. Such wire transfer must include instructions

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          to  the  receiving  BARTECH  bank  to  notify BARTECH immediately upon
          receipt  of  such  funds.


9.   WARRANTY  ON  HARDWARE  PRODUCTS.

     (a)  Except  as  expressly  provided  in  paragraph  11 hereof, no warranty
          condition  or  term (whether express, implied, statutory or otherwise)
          as to the condition, quality, performance, merchantability, durability
          or  fitness for purpose of the Hardware is given or assumed by BARTECH
          and  all  such  warranties,  conditions and terms are hereby excluded.

     (b)  The Distributor agrees to indemnify and hold BARTECH harmless from any
          and all claims for losses or liability by a third party arising out of
          or  related  to  the  business  of  the  Distributor including but not
          limited  to,  the  installations, training or servicing carried out by
          the  Distributor  or  its  affiliates or agents, any misrepresentation
          concerning  Covered  Products made by the Distributor in the promotion
          thereof  (other  than  misrepresentations  comprising the publication,
          disclosure  or  other  dissemination  of  sales,  technical  or  other
          literature originating from BARTECH or relating to information or data
          published,  disclosed  or  otherwise  disseminated,  derived  from
          information  or  data  supplied  to the Distributor by BARTECH) or any
          breach  of  any  representations,  warranties,  covenants,  or  other
          obligations  of  the  Distributor  contained  in  this  Agreement.

10.  MARKETING  OF  SOFTWARE.  Distributor  agrees  to  the  following terms and
     conditions  with  respect  to  the  marketing  of  Software  Products:

     (a)  This Agreement shall operate during the current term of the Agreement,
          as  a  license  for  the  Distributor to use the Software Products for
          demonstration,  testing,  support  and  such  other  purposes  as  are
          directly  connected  with  the  implementation  of  this  Agreement;

     (b)  The  Distributor  shall  not modify, amend, add to or in any way alter
          any  Software  Product  supplied  to  it  under this Agreement without
          BARTECH'  prior  written  consent;

     (c)  BARTECH  will  keep  the  Distributor  informed  of any enhancement or
          modification  to  the  Software  Products by BARTECH which affects its
          operation,  performance  or  cost and which BARTECH considers suitable
          for  general  release.  BARTECH  reserves  the  right to introduce any
          substitute software product which it considers will adequately fulfill
          the  same  or  similar  function  as  that  which  it  replaces;

     (d)  All  the  Intellectual  Property  Rights  of  BARTECH  in the Software
          Products  are  and  shall  remain  the property of BARTECH and BARTECH
          reserves  the  right to grant licenses to use the Software Products to
          such other persons and on such terms as it shall think fit, subject to
          the  terms  of  this  Agreement;

     (e)  The  Distributor  agrees to purchase an annual BARTECH License-to-Copy
          software agreement for those BARTECH Software Products License-to-Copy
          is  made  available  for  at  the prevailing International Distributor
          price;

     (f)  Distributor agrees to take any necessary steps to insure that each end
          user  understands  the  meaning  of  the applicable license agreement;

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     (h)  Software  Products  are  currently  made  available under the Software
          Registration Agreement. Distributor agrees that it will secure the end
          user's  signature  on  the  Software  Registration  Agreement prior to
          transferring  the  related  Software  Product(s);  and

     (i)  In  its  discretion,  BARTECH  may  make  available  certain  Software
          Products  to Distributor to market under a license agreement that need
          not  be  signed  by  the  end  user.  Distributor agrees that where an
          unsigned  license  agreement  is  specified,  Distributor  will accept
          return  of  any  unopened Software Product from those end users and in
          such  cases  will refund any license fee paid by the end user. In such
          event,  BARTECH  will  refund  the amounts paid by Distributor for the
          unopened  Software  Product  provided the unopened Software Product is
          returned  to  BARTECH  freight  prepaid.



11.  EXCLUSIVE  WARRANTY  ON  HARDWARE  OR  SOFTWARE  PRODUCTS. BARTECH MAKES NO
     WARRANTY  OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE
     HARDWARE  OR  SOFTWARE,  ITS  QUALITY OR PERFORMANCE. BARTECH DISCLAIMS ANY
     WARRANTY  OF  MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR PURPOSE. THE
     HARDWARE  AND  SOFTWARE PRODUCTS ARE SOLD AND LICENSED RESPECTIVELY "AS IS"
     WITHOUT  ANY  EXPRESS  OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO,
     THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND FITNESS FOR A PARTICULAR
     PURPOSE.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE HARDWARE
     AND SOFTWARE IS WITH THE DISTRIBUTOR AND END USER. BARTECH DOES NOT WARRANT
     THAT  THE  OPERATION  OF  THE  HARDWARE  OR  THE FUNCTIONS CONTAINED IN THE
     SOFTWARE  WILL  MEET  DISTRIBUTORSHIP'S  OR END USER'S REQUIREMENTS OR THAT
     OPERATION OF THE HARDWARE AND SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
     BARTECH  SHALL  HAVE  NO  LIABILITY  TO  DISTRIBUTOR  OR  END  USER FOR ANY
     INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES  OR ANY OTHER LOSS, DAMAGE OR INJURY
     INCLUDING,  WITHOUT LIMITATION ANY DAMAGES ARISING FROM LOSS OF USE OR LOST
     PROFIT.  The  Distributor  is  prohibited  from  providing  to  customer or
     end-user  any  additional warranty. In the event Distributor extends to the
     end  user  any  express or implied warranty or assumes any other obligation
     whatsoever,  then  Distributor  shall  (i) be solely responsible therefore;
     (ii)  have  no  recourse against BARTECH therefore; (iii) defend, indemnify
     and  hold  BARTECH  harmless  against any claim, loss, judgment or cause of
     action  whatsoever  arising out of, or occasioned by, Distributor's conduct
     including  but  not  limited  to Distributor's extension to end user of any
     express  or  implied  warranty.


12.  DISTRIBUTOR  OWNERSHIP,  MANAGEMENT AND BUSINESS. This Agreement is entered
     into  by  BARTECH in reliance on Distributor's representations as set forth
     in  Exhibit  E regarding its ownership, management and control. Distributor
     agrees  to  give  BARTECH  thirty  (30)  days  prior  written notice of its
     intention to either directly or indirectly sell or transfer, in whole or in
     part,  its  ownership.  No  such change in Distributor's ownership shall be
     made  without  the  prior  written  consent  of  BARTECH.


13.  INDEPENDENT  DISTRIBUTOR;  FRANCHISE  DISCLAIMER.

     (a)  Distributor  agrees  that  it  is  neither  the  agent  of,  nor legal
          representative  of  BARTECH, and has no right or authority to make any
          warranties  or  promises  or  to  incur  any  obligations on behalf of
          BARTECH  and that neither the Distributor nor any of its employees are
          employees of BARTECH. Distributor agrees to indemnify and hold BARTECH
          harmless  from  any  claims, liabilities, damages, costs and expenses,

                                                                          Page 8
<PAGE>
          including  reasonable  attorneys'  fees,  arising  from  Distributor's
          conduct,  which  if  true,  would  constitute  a  violation  of  this
          provision.

     (b)  The  Distributor shall be entitled to describe itself as an authorized
          distributor  of  the  Covered  Products  but  shall not be entitled to
          describe  itself  as  agent for BARTECH or in any words indicating any
          relationship  of  agency  existing  between  the  parties.

     (c)  Nothing  in this Agreement shall constitute or be deemed to constitute
          a  partnership  between  the  parties  hereto.

     (d)  BARTECH  shall  not  in  any event be responsible for any statement or
          representation made in regard to any of the Covered Products or Spares
          in  any  sales  literature  or  advertising  material  issued  by  the
          Distributor  (other  than contained in or based directly upon material
          supplied  or  agreed  by  BARTECH),  and  to  the extent that any such
          responsibility  shall  fall  on  BARTECH  as  a  result  of  statutory
          regulations  or  otherwise  the  Distributor  shall  indemnify BARTECH
          against  any  claims  or  demands arising out of any such statement or
          representation.


14.  CONFIDENTIALITY  OF TRADE SECRETS. Distributor agrees that all confidential
     information  received  from  BARTECH,  including  without  limitation  all
     technical information and service manuals, is and shall remain the property
     of  BARTECH  and any and all confidential information of BARTECH may not be
     copied,  reproduced  or  transferred or disclosed without the prior written
     consent  of BARTECH. Distributor shall return at Distributor's expenses all
     confidential  information to BARTECH at BARTECH' request or upon expiration
     or  termination  of  this  Agreement  as  provided  in paragraph 19 hereof.
     Distributor  shall take all necessary and appropriate action to prevent the
     unauthorized  use  or  distribution  of  BARTECH' confidential information.


15.  MAJOR  ACCOUNT  POLICY. BARTECH reserves to itself notwithstanding anything
     to  the contrary herein contained the right to sell Covered Products to any
     corporate  entity,  or any subsidiary or affiliate thereof, even though the
     entity  intends to use Covered Products at a location in the Territory. Any
     such  sales  are  to  be  carefully  coordinated  with Distributor to avoid
     conflicts  with  local  policies  of  Distributor.


16.  DURATION  AND  RENEWAL.

     (a)  The  initial term of this Agreement (the "Initial Term") shall be from
          the  date  hereof  until  the  following  December  31, unless earlier
          terminated  in  accordance  with the provisions of paragraph 17 or 18.

     (b)  Except  as  provided  herein,  this  Agreement  shall be automatically
          renewed  after  the  Initial  Term on each January 1 for an additional
          period of one year unless either party (1) notifies the other not less
          than three months prior to the end of any particular term that it does
          not  agree  to  such  an  automatic  renewal  or  (2)  terminates this
          Agreement in accordance with the provisions of paragraph 17 or 18. The
          failure  of  either  party to agree to such an automatic renewal shall
          not  be  deemed  a violation of this Agreement. Such automatic renewal
          shall  only  apply  for  two  one year periods after the Initial Term.


17.  TERMINATION  BY  DISTRIBUTOR.  At  any time, Distributor may terminate this
     Agreement  by giving BARTECH not less than ninety (90) days written notice.

                                                                          Page 9

<PAGE>

18.  TERMINATION  BY  BARTECH. At any time, BARTECH may terminate this Agreement
     by  giving  Distributor  not less than thirty (30) days written notice (the
     "Notice  Period")  if:

     (a)  Distributor's account with BARTECH becomes more than 60 days past due,
          provided  however  that,  if  Distributor  makes  full  payment of all
          amounts  due  to  BARTECH during the Notice Period, then the notice of
          termination  shall  be  deemed  to  have  been  withdrawn;

     (b)  (i) Distributor achieves monthly target in no months or only one month
          during  any  six  consecutive month period (regardless of whether such
          six  months encompass one or two Target Years); (ii) Distributor fails
          to  achieve  at  least  75%  of its annual target in any single Target
          Year;

     (c)  Distributor directly or indirectly sells or transfers its ownership in
          whole  or  in  part  without  the  prior written consent of BARTECH as
          required  by  paragraph  12;

     (d)  Distributor provides BARTECH information which is false or misleading;

     (e)  Distributor breaches any of its responsibilities under this Agreement,
          including  failure  not  remedied  within ninety (90) days notice from
          BARTECH,  to carry out the terms of BARTECH' customer service policies
          as  required  by  subparagraph  4  hereof;  or

     (f)  If  the  Distributor  enters  into  liquidation, whether compulsory or
          voluntarily  (otherwise  than  for  the  purpose  of  amalgamation  or
          reconstruction),  or  compounds  with  its creditors or has a receiver
          appointed  for  all  or any part of its assets or takes or suffers any
          similar  action  in  consequence  of  debt.


19.     EFFECT  OF  TERMINATION  OR EXPIRATION. The termination or expiration of
this  Agreement  shall  not:

     (a)  Relieve  BARTECH  of  the  obligation  from  filling  orders placed by
          Distributor and accepted by BARTECH prior to the effective date of the
          termination  or  expiration;  provided,  however,  that as a condition
          precedent  to  filling  any  such  order,  BARTECH may demand that the
          Distributor  pay  in advance and pay any amounts which might otherwise
          be  due  to  BARTECH  prior  to  shipment;

     (b)  Entitle  Distributor  to any termination or expiration compensation or
          to  any other compensation for lost profits, goodwill or for any order
          for  the  sale,  rental,  lease  or  licensing  of Covered Products by
          BARTECH  or  any of its authorized distributors. The Distributor shall
          immediately  cease  to sell the Covered Products provided that subject
          to  next  clause,  BARTECH  will  permit  the  Distributor to sell its
          existing  stock  of  the Covered Products on the terms set out in this
          Agreement  which,  to that extent and for this purpose only, will stay
          in force; Nevertheless, BARTECH at its sole option will repurchase, at
          Distributor's  option,  all  or any part of Distributor's inventory of
          new  and  unused  Hardware  Products as follows: the Distributor shall
          offer  for  sale  to  BARTECH all Products and Spares at that time the
          property  of  the Distributor and which are not the subject to binding
          contracts for sale. BARTECH shall be under no obligation to repurchase
          all  or  any  of those Covered Products or Spares but shall notify its
          determination  whether  or not to repurchase any or all of them within
          four  weeks  of  the  offer  being made. The price to be paid for such
          Covered  Products and Spares shall be a percentage of the Quoted Price
          paid by the Distributor as follows: (1) 75% for Product to be returned

                                                                         Page 10
<PAGE>
          to  BARTECH within twelve months of delivery; (2) 50% for a Product to
          be  returned  to  BARTECH  between  twelve  and  twenty-four months of
          delivery;  (3)  25%  for  a  Product to be returned to BARTECH between
          twenty-four  and thirty-six months of delivery. The cost of insurance,
          packaging, freight and any other costs which may be payable in respect
          of  a  returned Product shall be borne (as between the Distributor and
          BARTECH)  by  the  Distributor  and  less  any deduction determined by
          BARTECH  because  the  Hardware  Products  are  shop-worn, incomplete,
          obsolete  or  outdated. BARTECH' obligation to repurchase shall expire
          if  Distributor  does  not  provide BARTECH with a written list of the
          Hardware  Products  to  be  repurchased within thirty (30) days of the
          effective  date  of  the  termination or expiration of this Agreement.
          Distributor  agrees  that  it  shall  be responsible for all costs and
          risks  associated  with  returning any Hardware Products and agrees to
          permit  BARTECH  reasonable access for purposes of inspection prior to
          reshipment;  nor

     (c)  Relieve  Distributor  of  its  obligation  to protect the confidential
          information  and  trade  secrets of BARTECH under paragraph 14 herein.
          Upon  termination  or  expiration of this Agreement, Distributor shall
          not  retain  and  shall  return  to  BARTECH  all BARTECH confidential
          information  in  its possession or control including originals and all
          copies.  Upon,  or  as  a  consequence  of, termination or expiration:

     (d)  All  outstanding unpaid invoices in respect of the Products and Spares
          shall  become  payable in place of the payment terms previously agreed
          between  the  parties;

     (e)  BARTECH  and  Distributor  each  agree  not to hire an employee of the
          other  or  any person who has been employed by either party during the
          previous  6  months during the term of this Agreement and for a period
          of  one  (1) year following the termination of the Agreement except by
          written  mutual  consent;

     (f)  Any  such  notice  shall  be deemed to have been dully received at the
          time of actual delivery or when sent by telex or fax or three business
          days  after  it  was  posted  in  the  manner  provided.

     (g)  The  waiver  by  BARTECH  of any breach of any terms of this Agreement
          shall  not  prevent  the subsequent enforcement of that term and shall
          not  be  deemed  a  waiver  of  any  subsequent  breach.


20.  INDEMNIFICATION. Distributor agrees that it will indemnify, defend and hold
     harmless BARTECH, its officers, directors, employees, affiliates and agents
     from  any and all losses, claims, damages, expenses and causes of action of
     every nature whatsoever, including attorneys' fees, which are caused solely
     by  the  negligent acts, omissions or intentional wrongdoing of Distributor
     in  connection  with  the performance or non-performance of its obligations
     under  this  Agreement  or  which may arise as a result of a breach of this
     Agreement.


21.  ASSIGNABILITY.  Neither  this  Agreement,  nor  any  right  or  obligation
     hereunder,  is  assignable  by  Distributor, whether by operation of law or
     otherwise,  without  the  prior  written  consent of BARTECH, which consent
     shall  not  be  unreasonably  withheld.


                                                                         Page 11
<PAGE>

22.  NOTICES  AND  OTHER COMMUNICATIONS. Unless otherwise provided, every notice
     hereunder  shall be in writing and deemed given when delivered in person or
     when  mailed,  postage prepaid. Notices mailed to Distributor shall be sent
     to  its  principal  place  of  business or any of its Authorized locations.
     Notices  to  BARTECH  shall be mailed to its address first above written to
     the  attention  of:  (1) Vice President of Sales and Marketing; copy to (2)
     Corporate  Secretary.


23.  FORCE  MAJEURE.  BARTECH shall not be liable for any loss, damage, delay or
     other  consequences  resulting  from  causes beyond its reasonable control,
     including,  but not limited to, Acts of God, fire, strikes, labor disputes,
     riot  or  civil  commotion,  acts of war (declared or undeclared), labor or
     material  shortages  or  government  regulations,  orders,  or  decisions.



24.  NON-WAIVER. The failure of either party to enforce any of the terms of this
     Agreement shall not be deemed a waiver or bar to the subsequent enforcement
     of  such  term  or to be a waiver of any other provision of this Agreement.


25.  ENTIRE  AGREEMENT. This Agreement constitutes the parties' entire agreement
     and  may  not  be  amended  except  by  a  writing  signed by both parties.
     Distributor  expressly  represents  to  BARTECH  that no officer, employee,
     representative  or  agent  of  BARTECH  has  made  or entered into any oral
     agreement,  promise  or understanding which alters, expands or modifies any
     of  the  terms  of this Agreement; provided, however, the execution of this
     Agreement  shall  not relieve either party of the obligation to pay for any
     products  or  services  rendered  pursuant  to any previous distributorship
     agreement.  In the case of any inconsistency between this Agreement and any
     other  writing  (manuals,  technical  and  marketing  bulletins, etc), this
     Agreement  shall  govern  unless  such  writing  references this Agreement,
     providing  for  amendment  hereto,  and is executed by both parties hereto.


26.  GOVERNING  LAW.  The  validity,  construction  and  enforceability  of this
     Agreement,  and  all other disputes between the parties arising directly or
     indirectly  hereunder, shall be governed and decided by the laws of France,
     and not including the 1980 UN Convention on Contracts for the International
     Sale  of  Goods.  The  Distributor  agrees  to  submit  to  the  exclusive
     jurisdiction of the Court of Nanterre, France for the resolution of any and
     all  disputes  by  and between the parties hereunder. The Distributor shall
     not in any manner contest the entering of a judgement, order or other court
     ruling  obtained  pursuant  to this Paragraph 26 against the Distributor in
     any  other  court  (including  international  courts)  which  may  have
     jurisdiction  over  the  Distributor.


27.  EXECUTION.  This  Agreement  shall not be effective unless and until it has
     been  executed  by  a  duly  authorized  officer  of  BARTECH.


                                                                         Page 12
<PAGE>
                /s/ Almog, Ariel
Signed  By:  _______________________________
                                                   Batim Bartech Agencies
                For and on behalf of Distributor: ________________________
                                                    (Print Name)
           12/28/00
Date:     _________________  Its:  ______________________________


in  the  presence  of:  ________________________

              /s/ Daniel Cohen
Signed  By:  _______________________________
For  and  on  behalf  of  BARTECH,  EMEA.

           12/28/00
Date:     _________________  Its:  ______________________________

in  the  presence  of:  ________________________

                                                                         Page 13
<PAGE>
EXHIBIT  A

TARGET


     (a)  Distributor's  annual target for the year commencing XXXXXXX
          shall  be XXXXX Units.

     (b)  Distributor's  annual  target for each successive Target Year shall be
          notified  to Distributor by BARTECH thirty (30) days before the end of
          the  current  Target  Year  based  upon  the  current target and other
          factors,  if  applicable,  including  any  expanded  Territory,  the
          introduction  of  new  products  and  increased  potential for product
          sales.

     (c)  Neither  the establishment of an annual target or monthly target for a
          period  beyond  the  scheduled  expiration  of  this  Agreement  nor
          Distributor  meeting  any  annual  or  monthly target shall create any
          right  on  the  part  of  the Distributor to continue as an authorized
          BARTECH  distributor  for  a  period  of  time  beyond  the  scheduled
          expiration  of  this  Agreement.


                                                                         Page 14
<PAGE>


Effective  Date:  ____________
Supersedes  Exhibit  B  Dated:  _____________


EXHIBIT  B

Hardware  Product  Description


AUTOMATIC  MINIBARS  AND  THE  OPTIONS  RELATED  TO  THESE  BARS  AND  FRIDGES.

CENTRAL  UNIT  :  to  control  and  manage  minibars  connected  on  line  to it

REMOTE  CONTROLERS:  for  refill  mode,  maintenance,  room  status



                                                                         Page 15
<PAGE>

Effective  Date:  _________________
Supersedes  Exhibit  C  Dated:  _________________


EXHIBIT  C

Software  Product  Description

-All  software  necessary  for BARTECH operation as well as add on features like
CESS  (computerized  energy  saving  system),  room  maintenance and room status




                                                                         Page 16
<PAGE>

Effective  Date:  ___________________
Supersedes  Exhibit  D  Dated:  _________________


EXHIBIT  D
SOFTWARE  REGISTRATION  AGREEMENT


Name  of  END  USER     _____________________________________
Address  of  END  USER

--------------------------------------------------------------------------------


Telephone  of  END  USER     _____________________________________

Name  of  DISTRIBUTOR        _____________________________________


SOFTWARE  PRODUCTS
Description               Quantity     Part  Number






The  software products listed above are provided by BARTECH, E.M.E.A ("BARTECH")
and  its  Distributor  subject  to  the  following  terms:

1.   End  user  shall  have  a  non-exclusive  license  to  (a) use the software
     products;  and  (b)  copy  the  software  programs in a machine readable or
     printed  form for back-up or modification purposes. END USER'S LICENSE DOES
     NOT  PERMIT  ANY  OTHER  USE OF THE SOFTWARE PRODUCTS. END USER SHALL BE IN
     COMPLIANCE  WITH ALL APPLICABLE LAWS AND SHALL BE PROHIBITED HEREUNDER FROM
     USING  THE  SOFTWARE  PRODUCTS  IN  VIOLATION  OF  APPLICABLE  LAWS.
2.   End  user's  license shall terminate immediately without notice if end user
     (a)  uses  the  software  products  for  other than a permitted use; or (b)
     transfers  possession  of the original or any copy of the software programs
     or  related  documentation  to another person or entity; or (c) attempts to
     transfer this license. Upon termination of this license, end user agrees to
     destroy  immediately  the original and all copies (in an original or merged
     form)  of  the  software  programs  and  related  documentation.
                                                                         Page 17
<PAGE>

3.   BARTECH  MAKES  NO  WARRANTY  OR REPRESENTATION, EITHER EXPRESS OR IMPLIED,
     WITH RESPECT TO THE SOFTWARE, ITS QUALITY OR PERFORMANCE. BARTECH DISCLAIMS
     ANY  WARRANTY  OF  MERCHANTABILITY  OR  FITNESS  FOR  A PARTICULAR PURPOSE.

4.   THE  SOFTWARE  PROGRAMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED
     WARRANTIES  INCLUDING,  BUT  NOT  LIMITED  TO,  THE  IMPLIED  WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO
     THE  QUALITY  AND  PERFORMANCE  OF  THE SOFTWARE PROGRAMS IS WITH END USER.
     BARTECH  DOES  NOT  WARRANT  THAT  THE  FUNCTIONS CONTAINED IN THE SOFTWARE
     PROGRAMS  WILL  MEET  END  USER'S REQUIREMENTS OR THAT THE OPERATION OF THE
     SOFTWARE  PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE. NEITHER BARTECH NOR
     ITS  INDEPENDENT  DISTRIBUTOR  SHALL HAVE ANY LIABILITY TO END USER FOR ANY
     INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES, OR ANY OTHER LOSS, DAMAGE OR INJURY
     INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOSS
     PROFIT  ARISING  OUT  OF THE USE OR INABILITY TO USE THE SOFTWARE PROGRAMS.

5.   The  entire  agreement  between  the  parties  is  in  this Agreement which
     supersedes  and  merges  all  prior  discussions and agreements between the
     parties  relative  to  the  subject  matter  hereof.

--------------------------------------------------------------------------------
(Name  of  end  user)


By:   ___________________________________


Its:  ___________________________________


Date:     ___________________________________

                                                                         Page 18
<PAGE>
EXHIBIT  E
DISTRIBUTOR  APPLICATION/INFORMATION  SHEET

Distributorship  Name          _____________________

Address                        ____________________________
                               ____________________________
                               ____________________________

City                           __________

Zip  Code                      __________

Country                        _________________


MAILING  ADDRESS  IF  DIFFERENT  THAN  ABOVE

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------







Phone  Number           _________________________

After  Hours  Phone     _________________________

Fax  Number             _________________________


ADDRESS,  PHONE,  FAX,  OF  ADDITIONAL  OFFICES

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                                                         Page 19
<PAGE>


Distributorship  is: __Proprietorship __Partnership  __Corporation __Subsidiary

Names(s)  and  home  address(es) of Principals. Include Titles of a Corporation,
include  Ownership  Percent  of  Partnerships  and  Corporations.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Corporation  in  Business  since  (Date  of  incorporation)  :

Total  Number  of  full  time  employees  in  the  corporation  :

Product  presently  marketed,  distributed,  or  produced  by  the corporation :

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


Based  on  Audited  ANNUAL  FINANCIAL  STATEMENT  :

Total  Company  Sales  1995     :     FF  ____________

Total  Company  Sales  1996           FF  ____________

Total  Company  Sales  1997           FF  ____________

                                                                         Page 20
<PAGE>

SALES  DEPARTMENT  DATA


Number  of  Sales  Representatives  Employed,  Full  Time:
Sales  Manager's  Name
Sales  Manager's  Experience  Summary

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



Summary  of  Sales  Representatives  Experience

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



Name(s)  of  Individuals  Authorized  to  Place  ORDERS  for  BARTECH  products


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                                                                         Page 21
<PAGE>

SERVICE/SUPPORT  DEPARTMENT(S)  DATA


Number  of  Technicians  Employed,  FIELD  _____  SHOP  _____
Service  Manager's  Name     ___________________________________
Service  Manager's  Experience  Summary

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


Summary  of  Technician's  Experience


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------




Summary  of  Technical  Services  offered  to  Customers

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


Does  a  Programming/Installation/Training/Support  Department  Exist?__________

How  many  Employees  are  in  this  Department:__________

Does  this  department  perform  software  development  :______________________

If  Yes,  please  describe  software  development  tools  used

                                                                         Page 22
<PAGE>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


Signature:     _____________________________________

Name  ______________________  Title  ____________________  Date  ________


Manager  Submitting  Application:     _____________________________________

                                                                         Page 23
<PAGE>












BARTECH  EXCLUSIVE
DISTRIBUTORSHIP  AGREEMENT


<PAGE>

DISTRIBUTORSHIP  AGREEMENT  TABLE  OF  CONTENTS
<TABLE>
<CAPTION>


                                                         PAGE


<S>                                                       <C>
1. Definitions . . . . . . . . . . . . . . . . . . . . .   1

2. Appointment . . . . . . . . . . . . . . . . . . . . .   2

3. Basic Obligations of BARTECH. . . . . . . . . . . . .   2

4. Basic Obligations of Distributor. . . . . . . . . . .   2

5. Distributor Representations, Warranties and Covenants   5

6. Area of Sales . . . . . . . . . . . . . . . . . . . .   5

7. Placing and Delivery of Orders. . . . . . . . . . . .   5

8. Terms . . . . . . . . . . . . . . . . . . . . . . . .   6

9. Warranty on Hardware Products . . . . . . . . . . . .   7

10. Marketing of Software. . . . . . . . . . . . . . . .   8

11. Exclusive Warranty on Software Products. . . . . . .   8

12. Distributor Ownership, Management and Business . . .   9

13. Independent Distributor; Franchise Disclaimer. . . .   9

14. Confidentiality of Trade Secrets . . . . . . . . . .  10

15. Major Account Policy . . . . . . . . . . . . . . . .  10

16. Duration and Renewal . . . . . . . . . . . . . . . .  10

17. Termination by Distributor . . . . . . . . . . . . .  10

18. Termination by BARTECH . . . . . . . . . . . . . . .  10

19. Effect of Termination or Expiration. . . . . . . . .  11

20. Indemnification. . . . . . . . . . . . . . . . . . .  12

                                                      Table of Contents - Page 1
<PAGE>

DISTRIBUTORSHIP AGREEMENT TABLE OF CONTENTS [cont'd]

                                                        PAGE
21. Assignability. . . . . . . . . . . . . . . . . . . .  12

22. Notices and Other Communications . . . . . . . . . .  13

23. Force Majeure. . . . . . . . . . . . . . . . . . . .  13

24. Non-waiver . . . . . . . . . . . . . . . . . . . . .  13

25. Entire Agreement . . . . . . . . . . . . . . . . . .  13

26. Governing Law. . . . . . . . . . . . . . . . . . . .  13

27. Execution. . . . . . . . . . . . . . . . . . . . . .  13

Exhibit A Target . . . . . . . . . . . . . . . . . . . .  15

Exhibit B Hardware Products. . . . . . . . . . . . . . .  16

Exhibit C Software Products. . . . . . . . . . . . . . .  17

Exhibit D Software Registration Agreement. . . . . . . .  18

Exhibit E Distributor Form of Application. . . . . . . .  20
</TABLE>
                                                      Table of Contents - Page 2



<PAGE>