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Exhibit 10.11    
  


 
  BEKA Electronik Germany    
  


Reseller Agreement & Account Application  



        This Agreement is made and entered into by and between BEKA Electronik Germany whose principal office and place of business is Dachsweg 24, D53842 Troisdorf,
Germany and herein after referred to as BEKA and 



	Company Name:	 	Network Printing Solutions Ltd.
	Address:	 	IBEX House, 162-164 Arthur Road

Wimbledon Park
	City:	 	London
	Postal Code:	 	SW18 8AQ
	Country:	 	England





        Hereinafter
referred to as "Buyer". BEKA and Buyer agree that the terms and conditions of this Agreement shall govern the sale of certain BEKA Products to Buyer. 


1.    Agreement Terms  


The
"Effective Date" of this Agreement is

1st August, 2002 


The
"Expiration Date" of this Agreement is:

30th July 2003 


        The
term of this Agreement is the period of time between the "Effective Date" and "Expiration Date", inclusive. At the end of the initial twelve month term, the Agreement shall continue
in full force and effect, upon the same terms and conditions provided herein, until one or the other party provides a written 30-day notice of cancellation. 


        Either
party shall have the right to terminate this Agreement prior to the "Expiration Date", effective upon a 30-day written notice to the other party in the event that
(a) the other party shall become insolvent or shall be adjudicated as bankrupt, or shall petition for or consent to any relief under any bankruptcy reorganization or moratorium statute, or
(b) the other party shall neglect or fail to perform or observe any of its obligations under this Agreement. 


        The
expiration or termination of this Agreement shall not operate to terminate any Purchase Orders still outstanding after the termination of this Agreement, and the terms and conditions
of this Agreement shall apply to such Purchase Orders, if any, until payment for shipments of product against such Purchase Orders has been made. 



2.    Definitions  


        "Products"
as used in this Agreement shall mean equipment sold by BEKA as set forth in attachment Exhibit A. The term "Unit" as used in this Agreement shall mean one (1) of
any such product. "Purchase Orders" from Buyer, to be eligible for inclusion under this Agreement, must be accepted by BEKA during the Term of this Agreement, must reference this Agreement and must
specify at least a partial shipment of Product from BEKA to Buyer within 90 days of the "Purchase Order" date. BEKA and Buyer agree that any terms and conditions accompanying a "Purchase Order"
under this Agreement shall be subordinate to the terms and conditions of this Agreement. 


        The
term "On Order" shall refer to Products not yet shipped to Buyer for which a Purchase Order has been issued to BEKA by Buyer and accepted by BEKA. 


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        "Confidential
Information" means proprietary information not generally known about BEKA or Buyer, including but not limited to information relating to research, plans manufacturing,
engineering, marketing, and selling, including information furnished by other parties with whom BEKA or Buyer has a confidential or business relationship, or any information designated by either party
as confidential or proprietary. 


        "Day"
shall mean one (1) calendar day unless specified otherwise. 


3.    Price Increases  


        BEKA
reserves the right to execute price changes of the Products by giving a thirty-day written notice to Buyer, and Buyer agrees that it will accept subsequent price
changes. Such price changes, if any, shall apply to all Purchase Orders issued under this Agreement 30 days after notification of the price change by BEKA. 


3.1  Taxes  


        Prices under this Agreement are exclusive of Value Added Tax "V.A.T." 


4.    Payment  


        Payments from Buyer to BEKA under this Agreement shall be due and payable within thirty (30) days from the date of a non-disputed invoice. 



        In
the event that a non-disputed invoice is not paid when due, BEKA will notify Buyer of such deficiency. If such deficiency is not corrected within the fourteen
(14) day period beginning with the day notice of the deficiency is received by Buyer, BEKA is allowed to demand a percentage on a loan which is paid over time. The interest rate is 4% over the
basic interest rate of the "German Bundesbank". 


4.1  Acceptance  


        Buyer is responsible for the timely inspection of the Products sold to it under this Agreement, and unreasonable delays in inspection shall not constitute an
excuse for delays in payment. Inspections may be made at Buyer's plant or, at Buyer's option, at BEKA plant. Any Product not rejected within thirty (30) days following shipment shall be deemed
accepted, provided Buyer received the Product 28 days or less following shipment. If inspection at BEKA plant is chosen, such must be noted on the application Purchase Order, and Buyer agrees
to provide inspection personnel at BEKA plant, at Buyer's expense, upon ten (10) days notice to BEKA. 


4.2  Defective Product  


        If, during inspection, a Product is found to be defective by Buyer and factory repair or replacement of the Product is required, Buyer agrees to notify BEKA and
obtain authorization for return of the Product to BEKA according to the procedure set forth in the attached Exhibit C, BEKA Factory Maintenance Procedure. 


5.    Warranty  


        BEKA warrants, to Buyer, that any new Product sold by BEKA shall be free of defects in material and workmanship, and shall conform to applicable specifications
contained in the applicable Product's documentation. 


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        THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND OF ANY OTHER TYPE, WHETHER
EXPRESS OR IMPLIED. 


5.1  Consequential Damages  


        BEKA shall not be liable for consequential damages to Buyer, or any subsequent purchaser, user, or any other persons resulting from the possession or use of a
BEKA product, and Buyer shall not be liable to BEKA for any such consequential damages. 



6.    BEKA Emergency Factory Support  


        Telephone and Email technical support, both during regular business hours (9 AM—4 PM, Monday—Friday, except company holidays). Refer to
exhibit "A" for pricing. 


7.    Product Changes  


        BEKA reserves the right, without prior approval from or notice to Buyer, to make changes to Products (a) which do not affect form, fit, functional
interchangeability, or performance at a higher level of assembly, or (b) when required to do so for purposes of safety or government regulations. Change documentation will be provided to Buyer
at least 30 days in advance of implementation into production deliveries by BEKA. 


8.    Exports  


        Buyer understands and agrees that export of BEKA Products is subject to certain restrictions promulgated by laws and regulations of Germany. Buyer agrees that it
will abide by such laws and regulations and will provide BEKA with such information as it may require from time to time in order to insure compliance with such laws and regulations. 



9.    Non-Disclosure  


        BEKA and Buyer acknowledge that Confidential Information may be furnished by one party to the other party from time to time in the performance of this Agreement. 


        BEKA
and Buyer agree that they will not disclose such Confidential Information to other persons or organizations without prior permission in writing, unless required by law or made
publicly known by a third party not subject to this Agreement. Under no circumstances shall either BEKA or Buyer be required to utilize or disclose Confidential Information owned by a third party in
the performance of this Agreement. Furthermore, BEKA and Buyer agree that the Confidential Information will be used only for its intended purposes. These provisions shall survive termination of this
Agreement. 


        In
the event Buyer is to resell or lease products to third parties, permission is granted by BEKA to reproduce or incorporate documentation normally provided by BEKA to its customers, as
may be required for the installation, operation, and service of the Products. 


10.  Indemnification  


        BEKA shall indemnify Buyer against claims of any third party for infringement of any Trademark, Patent, Copyright, or other Intellectual property right by the
Product(s). Should a suit or any such proceeding be brought against buyer based on a claimed infringement, and Buyer gives prompt notice in writing to BEKA, then BEKA shall defend (at BEKA expense)
and hold Buyer harmless from any such suit. 


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        Remedy:
In case of a final court awarded injunction enjoining Buyer's or Buyer's Customer's use of the Products, BEKA shall either (a) replace the Products with
non-infringing equivalent products; (b) obtain a license for continued use of the Products by Buyer and Buyer's customers; (c) modify the Products so as to render them
non-infringing; or (d) accept return of infringing Products and refund the purchase price. 


        The
preceeding shall not apply to any Product or part of a product manufactured to Buyer's design or to the use of any Product furnished hereunder in conjunction with any other product
in a combination furnished by one party to the other party as part of this Agreement. With respect to any such Product, part, or use in combination with other products, BEKA assumes no liability
whatsoever for patent or copyright infringement and Buyer agrees to hold BEKA harmless against any infringement claims arising therefrom. 



        The
foregoing states the entire liability of BEKA for patent or copyright infringement by said Products or any part thereof. 


11.  Notice and Amendments  


        All notices and amendments to this Agreement shall be in writing and shall be addressed to the parties as follows: 



	If to BEKA:	 	If to Buyer:
	

BEKA Electronik	
 	

Network Printing Solutions Ltd.
	Dachsweg 24	 	IBEX House,

162-164 Arthur Road

Wimbledon Park
	53842 Troisdorf, Germany	 	London SW19 8AQ, England
	Telephone: 02241/42052	 	Telephone: 0181-879-7745
	Attn: Rainer Berns	 	Attn: Peter O'Farrelly
	Contract Administrator	 	Contract Administrator





12.  General Provisions  


        This
Agreement supersedes and cancels all previous agreements between the parties hereto and represents the sole and complete understanding and contract between them. 



	BEKA	 	Network Printing Solutions Ltd.
	

Signed:	
 	

 	
 	

Signed:	
 	

 
	

By	
 	

/s/  RAINER BERNS      
	
 	

By	
 	

/s/  PETER O'FARRELLY      

	

Printed	
 	

 	
 	

Printed	
 	

 
	Name	 	Rainer Berns
	 	Name	 	Peter O'Farrelly

	

Title	
 	

 	
 	

Title	
 	

Sales Director
	 	 	
	 	 	 	

	Date	 	13.08.2002
	 	Date	 	15th August 2002





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Exhibit 10.11


BEKA Electronik Germany