Agreement

This  Agreement  is made as of  March 15, 2002  between  Creative
Partners International LLC, a Delaware limited liability  company
("CPr'),   and   Systems   Engineering  &   Integration   Defense
Contractors, Inc., a California Corporation C'SEIDCON').

Backgrgund:

CPI  is  an  authorized  North American  distributor  of  certain
products   of   Wavetrend   Technologies  (Proprietary)   Limited
CWavetrend"). "ProductsP means the Wavetrend products  listed  in
Appendix  A, attached hereto,:, as modified by CPI from  time  to
time.  CPI  and  SEIDCON wish to partner for the  purpose,  among
other  things,  of  marketing the Wavetrend P.C.  Access  Control
product  and  the  Wavetrend  tags/cards/readers  for  the   U.S.
Government   Market   and  U.S.  Government  Contractors.   "U.S.
Government  Markee'  means any U.S. federal,  state,  county  and
local  governmental  authorities, U.S.  military  services,  U.S.
government  authorities  and instrumentalities  located  overseas
and  U.S.  embassies  and consulates as well  as  with  the  U.S.
federal,  state,  county and local governmental  authorities  and
the  U.S. military services. "U.S. Government Contractore'  means
any   company  that  is  engaged  in  providing  products  and/or
services  to  the  authorities described as the  U.S.  Government
Market.

NOW, TBEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:

1.CPI represents -and warrants that it is an authorized United
  States distributor of the Products.

2.CPI  agrees  that for so long as this Agreement is  in  effect,
  and  subject to the terms and conditions set forth herein,  CPI
  will  sell  the Products exclusively to SEIDCON for  resale  to
  the  U.S*.  Government  Market and U.S.  Government  Contractor
  Market.  Notwithstanding the foregoing, if SEIDCON should  fail
  to  meet the minimum volume targets described in Section  4  at
  any  time  during the term of this Agreement, CPI's  obligation
  "to  sell the Products to SEIDCON will thereafter cease  to  be
  exclusive and CPi will thereafter be free to sell the  Products
  to any third party in addition to SElDdON.

3.(a)  SEIDCON ag!rees that for so long as this Agreement  is  in
  effect,  and  subject  to the terms and  cohditions  set  forth
  herein,   SEIDCON   will  order  and  purchase   the   Products
  exclusively  from CPI for resale to the U.S. Government  Market
  and U.S. Government Contractor Market.

(b)  For  so long as this Agreement is in effect, and subject  to
the  terms  and  conditions set forth herein,  SEIDCON  also  may
order   and  purchase  the  Products  from  CPI  for  resale   to
U.S.-based  customers in the private sector; and  CPI  will  sell
the  Products to SEIDCON for resale to such customers  except  if
the  customers  are  parties with which CP1  has  a  pre-existing
relationship,  in  which case CPI will not be obligated  to  sell
the Products to SEIDCON for resale.
<PAGE>
(c)  For the protection of both parties, all orders submitted  by
SEH)CON  shall be initiated by written purchase orders. No  order
shall  be binding upon CPI until accepted by CPI in writing.  CPI
shall  use  its best efforts to notify SEIDCON of the  acceptance
or  rejection of an order and of the assigned delivery  date  for
accepted  orders within five (5) business days after  receipt  of
the purchase order.

4.Wavetrend has agreed to develop a P.C. Access Control product
that is suitable for
 use on the networks by the U.S. Government Market and U.S.
Government
 Contractor Markei. CPI will use all reasonable efforts to
obtain firm commitments
 from Wavetrend f6r (1) a network version of P.C. Access Control
product with strong
 passwords for commercial sales, and (2) a U.S. Government
Market/U.S.
 Governinent Contractor Market, version (for all Government
levels) that has the
 features of #1 and meets Department of Defense CDoD") and other
federal
 requirements for a minimum TCSEC C2 security level
implementation and, in
 addition must be compliant with FIPS PUB 140-1/2 and the
government
 FARS/DFARS. CPI agrees to refer all U.S. Government Market and
U.S.
 Government Contractor Market clients to SEIDCON for sales,
installation, training
 and maintenance of the Products. SEIDCON agrees to use all
reasonable efforts to
 resell a minimum of 100,000 unitstseats per year of the PC
Access Control product
 for the U.S. Government Market/U.S. Government Contractor
Market; provided that
 the obligation her eunder is conditioned upon completion by
Wavetrend of a network
 version of the P.~. Access Control product that is suitable for
resale to the U.S.
 Government Mariet and the U.S. Government Contractor Market;
and provided
 further that the start date for each year will be the date that
Wavetrend first completes
 such products and each anniversary of such date thereafter. As
provided in Section 5,
 if SEIDCON should fail to meet the 100,000 per year volume
target described above
 at any time during', the term of this Agreement, CPI's
obligation to sell the Products to
 SEIDCON will thereafter cease to be exclusive and CPI will
thereafter be free to sell
 the Products to any third party in addition to SEIDCON.

5.(a) SEIDCON will not seek to purchase any Wavetrend products directly from
 Wavetrend or oth~rwise interfere with CPI's relationship with
Wavetrend, and will
 not seek to circumvent such relationship and CPI's rights as
Wavetrend's authorized
 distributor. Notwithstanding the foregoing, SEIDCON technical
and management
 personnel may interface directly with Wavetrend
technical/management personnel, to
 the extent agreea~le to Wavetrend, for the purpose of technical
interface, technical
 assistance and data exchange and gathering, provided that
SEIDCON may be required
 by Wavetrend to execute an appropriate confidentiality
agreement prior thereto. To
 the extent reasona I ble and appropriate, it is also
anticipated that SEIDCON, CPI and
 Wavetrend may exchange proprietary information and data for the
purpose of
 ensuring product reliability, ergo marketability (subject to
execution of appropriate
 confidentiality agreements). The following shall apply in the
case of confidential
 information exch~nged between SEIDCON and CPI: Each of SEIDCON
and CPI
 (the "Receiving Party") will maintain in confidence and will
not use, except for the
 furtherance of its'Lobligations under this Agreement, any
information received from
 the other party (the "Disclosing Party") that has been
identified by the Disclosing
<PAGE>
Party  as  confiden#al. The Receiving Party will  be  responsible
for  ensuring that its employees, agents and consultants  do  not
disclose  or  make  any  unauthorized  use  of  any  confidential
information.  The  foregoing obligations of confidentiality  will
not  apply to the extent that the Receiving Party is required  to
disclose   information  by  law,  order  or   regulation   of   a
governmental   agency  or  a  court  of  competent   jurisdiction
(provided  that  the Receiving Party will inform  the  Disclosing
Party  before  making any such disclosure so that the  Disclosing
Party  may have an opportunity to seek appropriate protection  of
such  information prior to its disclosure by the Receiving Party)
or  the  extent that the information is in or subsequently enters
the  public domain or is in or comes into the possession  of  the
Receiving  Party from a third party source that has no obligation
of  confidentiality  to  the Disclosing Party.  All  confidential
information   and   data  shall  be  reasonably   identified   as
"confidential".

(b)  SEIDCON will not seek to sell the Products to, or  otherwise
interfere with CPI's relationship with, any private sector  party
that  is known by SEIDCON to have a preexisting relationship with
CPI.  SEIDCON  will  be  deemed  to  have  knowledge  of  such  a
pre-existing  relationship if it is aware of or  learns  of  such
relationship or if it is advised by CPI ofthe existence  of  such
relationship.

6.CPI  will  provid~  SEIDCON with marketing  materials,  product
  samples,  and  demonstration hai.Aware, if any,  which  may  be
  available  from  Wavetrend for the Products. SEIDCON's  use  of
  such materials is subject to Section 8.

7.CPI agrees to use, all reasonable efforts to seek consent from
  Wavetrend to special packaging requireients using SEIDCON's
  logos with the Products.

8.SEIDCON will us * e all Wavetrend intellectual property in accordance with
applicable
 law and regulations and in accordance with applicable
restrictions imposed as a
 matter of contract law, and will not misuse or misappropriate
any such intellectual
 property. Wavetrend intellectual property may include, without
limitation,
 trademarks, copyrighted material and proprietary technology,
software and hardware.
 This Agreement does not grant to SEIDCON any license or right
in any Wavetrend
 intellectual property.

9.Both  CPI  and  SEIDCON will be responsible for complying  with
  federal,  state and local laws and regulations,  if  any,  that
  are  applicable respectively to each of them in connection with
  ap'y  sales  of the Products to the U.S. Government Market  and
  U.S.  Government Contractor Market, and in connection with  any
  other sales of the Products. For the avoidance of doubt, it  is
  understood  and  agreed,  however,  that  CPI  will   have   no
  responsibility  for  being  aware  of  or  complying  with  any
  federal,  state or local government procurement or  contracting
  rules  and regulations, and that SEIDCON will be the seller  of
  record  to  the U.S. Government Market and the U.S.  Government
  Contractor  Market  and  that CPI will  not  be  identified  or
  referenced  in  any communication or document  provided  to  or
  exchanged   with  any  federal,  state  or  local  govemmenta.1
  official,  office, branch, division, agency or  instrumentality
  without the prior knowledge and prior written consent of CPL
i
<PAGE>

10. (a) SEIDCON will be solely responsible for providing all
management, marketing
 and technical support and assistance, and all associated
personnel, that may be
 necessary and appropriate to support the use of the Products by
its customers. CPI
 will have no responsibility in this regard.

    (b) Whenever CPI in its discretion considers appropriate, CPI
may  direct       its  own private sector customers for Wavetrend
products C'CPI Customers'), who wish to contract for third  party
system  management  software and/or third pa4  technical  support
and  assistance services to contact SEIIDCON. CPI does not intend
to  offer  any  such  services  to CPI  customers  for  Wavetrend
products.   SEIDCON  will undertake good faith  discussions  with
all  CPI customers that have been directed to contact SEIDCON and
will,  at its discretion, enter into appropriate agreements  with
such  CPI  Customers  for the provision of such  software  and/or
such  support and assistance services. For each CPI customer that
is  referred to SEIDCON by CPI and with which SEIDCON enters into
an  agreement  or  formal arrangement for the provision  of  such
software  and/or such support and assistance services,  CPI  will
be  entitled  to a finder's commission which shall equal  15%  of
the  aggregate software or service, fees received by SEBDCON from
such  referred  CPI  Customer.  SEIDCON  will  pay  CPI  its  15%
finder's  commission for each such arrangement  entered  into  by
SEIIDCON  within 5 days after the end of each month that  SEIDCON
receiv6s  fees  from such CPI Customer, based  on  the  aggregate
fees  collected by SEIDCON from such referred CPI Customer during
each  such  month. Notwithstanding anything to the  contrary  set
forth   above,'there   were  be  no  finder   s   commission   on
pdst-installation  maintenance contractor services  (i.e.,  those
situations  where  SEIIDCON has arranged for  a  third  party  to
provide  maintenance  services and which are  pass-throughs  from
the   referred  CPI  Customer  to  SEIDCON  to  the  third  party
maintenance contractor).

11.  The  price schedul that is in effect for the Products  under
  this  Agreement as of the date hereof is set forth in  Appendix
  A,  attached  hereto. SEIIDCON intends to add the  Products  to
  SEIDONs   General   Services  Administration  (GSA)   Schedule.
  Pricing  for  products  added to the  GSA  schedule  cannot  be
  changed  upward for the entire 5year term of the GSA  schedule,
  except  annual Cost of Living percentage increases, as approved
  by  the  U.S. government (and this agreement must be in writing
  from  the manufacturer and distributor when being submitted  to
  GSA  for  approval). CPI reserves the right I to  increase  its
  then-published non-GSA prices at any time during  the  term  of
  this  Agreement, unless a separate quotation is  acquired  from
  CPI  by  SEIDCON  to  accommodate  a  non-GSA  U.S.  Government
  Market/U.  S.  Government Contractor  Markei  bid  requiring  a
  quote  to  be  effective for a specified period of  time.  This
  period  of:.  time  shall  not exceed 120  days  without  prior
  written  authorizatiorx/appro'val resulting  from  negotiations
  between CPI and SEIDCON. In the event of a price increase,  CPI
  will  honor orders already accepted by CPI at prices in  effect
  prior  to  ~he  effective  date  of  the  price  increase   and
  scheduled  by  CPI for shipment within ninety (90)  days  after
  the  effective  date  of  the price  increase.  CPI  will  also
  provide  Ia new price listing to SEIDCON to replace Appendix  A
  of  this agreement. Ordets scheduled by CPI for delivery  after
  ninety (90) days from the

4
<PAGE>
effective  date  of  the  price increase shall  automatically  be
adjusted  by CP1 to reflect the new price. CPI agrees  to  notify
SEIDCON  of  any  order  affected by the automatic  adjusting  of
price  in  a timely manner to allow SEII)CON to confer  with  the
customer and ensure the cuAomer agrees to the new price  and  has
the  opportunity  to  cancel  the  order  with  no  liability  to
SEIDCON, CPI or SEIDCON's customer. Orders accepted by CPI  after
the  e~ffective  date of the price increase will be  accepted  at
the  increased price. In the event of a price decrease, unshipped
orders  already scheduled by CPI shall be automatically  adjusted
by CPI to reflect the price decrease.

12.  CP1 agrees that payment by SEEDCON for any and all shipments
  ordered  by  SEII)CON  for the U.S. Government/U.S.  Government
  Contractor  Market  will be 5 days after  payment  to  SEIDCON.
  Payment  to  SEIDCON  will be consistent with  U.S.  Government
  Market/U.S. Government Contractor Market schedules for  payment
  under  applicable  '  federal rules and  regulations,  provided
  that  SEIDCON  will undertake in each instance  to  obtain  the
  shortest  payment period available or permissible  under;  such
  schedules.  Payment by SEIDCON in all other  contexts  will  be
  net  30  days from shipment of order from South Africa,  unless
  otherwise negotiated, in writing, prior to shipment.

13.  CPI  is  responsible for all insurance,  freight,  shipping,
  tariffs,  taxes,  VAT  and other similar costs  to  Oliver  the
  goods  to SEIDCON's QA facilities located at 2171 S. El  Camino
  Real,  Suite 200, Oceanside, California, 92054. or  to  another
  San  Diego County address, siiould SEII)CON relocate; provided,
  however,  if insurance, freight, shipping, tariffs, taxes,  VAT
  and  other similar costs should increase in aggregate  by  more
  than 10% over the costs in effects as of the Effective Date  of
  this Agreement, then SEEDCON will share equally (501/6/50%)  in
  all  such  excess costs over and above the 10% threshold,-  and
  provided,  further, that SEII)CON will exercise all  reasonable
  efforts to seek appropriate withdrawal or modification  to  the
  extent  available  or  permissible  under  federal  rules   and
  regulations  of  the prices for the Products as  set  forth  in
  applicable  U.S.  Government Market/U.S. Government  Contractor
  Market  schedules.  SEIDCON  is responsible  for  all  freight,
  shipping,  tariffs,  taxes, VAT and other similar  costs~  from
  that  point  to  the customer's site, unless  otherwise  agreed
  upon  between CPI and SEIDCON. In some cases, CPI  and  SEIDCON
  may  agree  to drop ship directly'to the end user to  alleviate
  excessive  shipping  costs for both CPI and  SEIDCON.  SEII)CON
  also  agrees  to collect, and pay, all applicable  sales  taxes
  due from its customers.

14.  CPI  will  endeavor.  to  obtain  Wavetrend's  agreement  to
  enhanced  cancellation clauses based on sample ~lauses provided
  to  CPI  by  SEIDCON.  Should Wavetrend agree,  this  agreement
  shall  be  amended  to reflect the new cancellation  clause  or
  clauses.  Prior  to  any such agreement  by  Wavetrend,  or  if
  Wavetrend  does  not agree, the cancellation clause  set  forth
  hereinbelow  will  apply to all SEIDCON orders.  CPI  UT&TAanhs
  1hat  SIMIUUS  *vx& *lTkrNAt I'm md&-ti-mix *NN& t4trj  vuowkt,
  signed  by  a  client, as a term and condition  for  which  the
  client will be responsible.

<PAGE>

SEIDCON  may  ~ancel any order (or portion of  any  order)  where
SEIDCON's ultimate custornei is in the U.S. Government Market  or
the  U.S. Government Contractor Market prior to shipment. If  the
cancellation  covers no more than 5,000 units of any  indivildual
item  covered  by  the order, there shall be no penalty  for  the
cancellation.  If the cancellation covers more than  5,000  units
of  any individual item covered by the order, SEIDCON will pay  a
cancellation penalty of 25% of the purchase price for  each  unit
of  each individual item that exceeds the initial 5,000 units  of
each suckindividual item.

15.  CPI  Will  assure most favored customer pricing  to  SEIDCON
  within  each  distinct market segment (e.g., U.S. Government/U.
  S.  Government Contractor Market, private sector, etc.) -  thus
  CPI  will  not  offer  to  sell the  Products  to  any  of  its
  customers  within each distinct market segment at better  sales
  prices  than  the  prices  that  CPI  offers  to  SEIDCON   for
  distribution to each such market.

16.  If  CPI  and  SEIDCON  agree that SEEDCON  should  target  a
  particular  market or a particular Product~  and  if  Wavetrend
  has  imposed a minimum quantity requirement upon CPI for  such,
  market  or such Product, then SEIDCON agrees that such  minimum
  quantity  requirements  may  in  turn  be  imposed  by  CPI  on
  SEII)CON.

17.  The  Products will be warranted to the extent of Wavetrend's
  warranty   coverage.  The  warranty  of   Wavetrend   that   is
  applicable as of the date hereof is attached as Appendix B.  If
  ~Wavetrend's warranty coverage should change from  the  version
  attached  hereto,  CPI agrees to be responsible  for  providing
  SEIDCON  with  a  copy of Wavetrend's warranty coverage  as  in
  effect  within  10 business days from the date  of  release  of
  such changed warranty coverage to CPI by Wavetrend.

18.  SEIDCON  is  an  i~dependent contractor to CPI  and  nothing
  herein   shall  be  deemed  to  establish  a  relationship   of
  principal  and  agent  between CPI  and  SEIDCON.  Accordingly,
  neitfier  SEIDCON, nor any of its employees  or  agents,  shall
  have  any  right, power or a~thority to, and shall not,  create
  or  incur any liability or obligation with respect to CPI. This
  Agreement  shall not be construed as constituting  the  parties
  hereto as a parthership or as creating any other form of  legal
  association  or  arrangement that would impose  liability  upon
  one party for the act or failure to act of the other party.

19.  Neither  party  hereto  will be  liable  to  the  other  for
  consequential,   special  or  indirect   losses   or   damages,
  including  without limitation loss of profits. CPI's  liability
  for  defective product will be limited to either refund of  the
  purchase  price  or replacement of the defective  product.  CPI
  will  not be liable for a failure or delay in delivery  of  any
  of  the Products under any order that has been accepted if  the
  failure  or delay is due to an impediment beyond CPI's  control
  that  could  not  reasonably  have been  avoided  or  overcoine
  (including  without limitation a failure or delay by  Wavetrend
  in completing the production of the Products in question).

6
<PAGE>
20.  (a)  This  Agreement shall be effective as of the  date  set
  forth  on  the  first  page hereof (the "Effective  Date),  and
  shall   continue   for  an  initial  period  of   twelve   (12)
  consecutive  mont~s, unless it terminates sooner in  accordance
  with  the  terms of this Agreement. Th~reafter,  the  Agreement
  shall   be  automatically  extended  for  consecutive   renewal
  periods of twelve (12) months, provided that the Agreement  may
  be  terminated by either party after the initial period upon no
  less  than 90 days prior written notice. The provisions in this
  Agreement  regarding  confidentiality and use  of  intellectual
  property  as  set  forth in Sections 5 and 8 will  survive  any
  termination of this Agreement. .

(b)  Either party hereto may terminate the Agreement in the event
that  (x) the other party materially breaches this Agreement  and
fails  to  cure such breach within 30 days after notice  of  such
breach  or  (y)  the other party shall become a  the  subject  of
receivership,  insolvency,  bankruptcy,  moratorium  or   similar
proceedings   against   such   party,   whether   voluntary    or
involuntary,  provided  that  if the proceeding  is  involuntary,
such  party  shall have 30 days to obtain the discharge  of  such
proceedings.

21. Should CPI, or any successor, become unable to fulfill it's
obligations hereunder to
 act as a channel &tributor to SEIDCON for the Products because
CPI has become
 the subject of voluntary receivership, insolvency, bankruptcy,
moratorium or similar
 proceedings, or involuntary proceedings of a similar nature
that are not discharged
 within 30 days aft i er being instituted, then SEIDCON shall
have the right to purchase
 said products directly from Wavetrend or through another
Wavetrend-authorized
 channel distributor.

22.  CPI  may assign this Agreement to its 100% parent,  Creative
  Enterprises,  Inc., a Delaware corporation, or  the  parent  of
  Creative     Enterprises,    Inc.,     Creative     Enterprises
  International,  Inc., a Nevada corporation, without  the  prior
  consent of SEIDCON.

23. The laws of the State of Delaware will govern this
Agreement.

I



7
<PAGE>

24. This Agreement may be executed in one or more counterparts,
  each of which will be deemed to be an ooriginal and all of
  which, when taken together, will be deemed to constitute one
  and the same instrument.

IN WITNESS WHEREOF,, the parties have duly executed this
Agreement as of the date first set forth above.

SYSTEMS ENGESMERING     CREATIVE PARTNERS
& INTEGRATTON DEFENSE   INTERNATIONAL LLC
CONTRACTORS, INC. ,

                        By Creative Enterprises, Inc., the sole
                        member of
                        Creative Partners International LLC


B y: f4                 By
 I/                        -
Name: Sherri Sommer     Name: R. P. Aliano
Title: VP - Contracts   Title PP-tFTtDEAJT
Address for notices:    Address for notices:
                          2q00 -TOCOAJ!r6-Art-,WD

L ---1 -















SEIDCON, Inc.             UE3TLetr-t- V(L(A6E-,
2171 S. El Camino Real    eA - q 1 "3 6 t
Attn: Sherri Sommer
Suite 200
Oceanside, CA 92054.

<PAGE>

Appendix A

Wavetrend Technologies (Ply) Ltd

Seklcon Price Ust - January 2002








L-TG1OOWevetrand Domino Tog          $12.50     $19.00
L-TGIOD-MS          Wavetrand Domino Tag with Motion Sensor$15.50    $25.00
L-TG501Wavetrand See" Card           $12.50     $19.00
L-TG501-MS          Wavelvend Secure Card vAth Motion SensorW.50$25.00
L-TG501-DT         Wavetrend Secure Card with Dual Technologe$12.00  $19.00
L.TG50143T.MSWave"M Secure Cord with Dual Technology & Motion Sensor*
$16.00 $25.00
L-TGBOOWavetrand And Tog             $22.00     $30.00
L-TGNO-MS              Wwometrend And with Motion Sensor  $26.00$36.00
L-TA1OOalp for L-TG501               $0.30      $0.45
L-TA2DODouble aided fbdng tape for L-TG501 (10 per peclo   $6.00$9.95
L-TA300Arti-Tarnpar Kit for L-TG501 (10 pw pack)$9.45     $14.50
L-TA400Double aided Ung tape for L-TG1OO (10 per paclo      $250$3.95
L-TA500And-Tamper Kit for L-TG100 (10pwpack)    $6.00      $9.95
L-TABW Double aided Ung tape for L-TG8OO (10 per pack)     $6.00$9.95
L-TA700And Tamper Kit for L-TG8W (10 per pack)  $9.45     $14.50
L-RX100Wavetrend Reader -TTL (vvithout artanns)$110.00   $190.00
L-RX2W Wavetrand Reader - RS485     $140.00    $220.00
L-RX3W Wavetrand PC Access Control reader - (RS-232)      $39.00$60.00
L4;tA1OO    Wavetrend Reader Programming Wt for L-RXIOO (Cable & SW)
$50    NIA
L-ANIOOMulti-purpose Whip Antenna (167rrm)      $6.00     $11.00
L-AN200Stub Antenna (50 Ohm)         $6.00      $10.50
L-AN3DOWavelrend Patch Antenrm (400 x 400 mr"  $100.00   $160.00
L-CB1OOWavetrend NsWm Interface Buffer$275.00  $390.00
L-PA100Wavetrend Interface Card (M I Wiegard)  $120.00   $148.50
L-PA200Wavetrend Interface Unit (TTL / RS485) (Sims)      $85.00$119.95
L-PA300Wevetrend Interface Lk* (rTL / RS485) (MaGW4       $85.00$119.95
L-SY100Wavetrend PC Access Control System (PCAC)$50.00    $99.00
L-SMOO Wave" systern interface sollwareWA        NIA



Not":
 I Please quote the full product clode ruTber In orders and
technical Inquiries, i.e.
 2 Prim exclude VAT and are vA*d to charge vvithout notice
 3 Freight and shipping - Provideg by CPI
 4 Distributor / VAR supplies PE71 for dual technology card at
own oosL
  Load time required after reosipt of PIERT is 8 weeks

<PAGE>

Avvendix B

WARRANW

WAVETREND TECHNOLOGIES ffM LTD warrants the following, from the
date of final acceptance of the product by the Customer, and for
the respective initial warranty periods indicated in a detailed
schedule of products annexed to the proposal.

that no failty material or workmanship was used in the product;
that the product complies with the proposal and order, that the
performance of the product complies with, the specification
contained in the proposal and order.

If  the  products  or  any part thereof is defective  during  the
warranty  period, WAVETREND i :HNOLOGIES (PTY) LTD shall  correct
the  defect,  by either replacing or repairing, at its  election,
any  defective component at its own cost within 30 (thirty)  days
or  any  extended period as may be agreed to in  writing  by  the
parties.  Tbe  warranty  period on any product  or  part  thereof
replaced  during  the warranty period shall  be  limited  to  the
un-Wu-ed portion of the initial warranty period.

NotvvithsWnding  the  provisions of  the  preceding  clause,  the
warranty  of any component of the product which has been  sourced
by  WAVETRMM  TECHNOLOGIES (PrM LTD from a third party  shall  be
subject  to any limitations of warranty placed on that  component
by  the  third  party The Customa win not have any claim  against
WAVETREND  TECHNOLOGIES  (PTY) LTD in respect  of  any  defective
component   supplied  by  such  a  third  party   but   WAVETREND
TECHNOLOGIES  (PTY) LTD shall be obliged to cede  any  rights  it
has against such third party to the Customer.

This  warranty  extends  only insofar  as  the  product  is  used
reasonably  and for the purpose for which it was sold  and  shall
be  invalidated  by  any repairs effected by  anyone  other  than
WAVETREND   TECHNOLOGIES  (FM  LID,  or   its   appointed   agent
("unauthorised repairs") to the product.

352099v4

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