10.20


            Technology Reseller Agreement between eLutions, Inc. and Company
            dated January 31, 2005




<PAGE>

                          TECHNOLOGY RESELLER AGREEMENT



      This Technology Reseller Agreement ("Agreement") is made as of this 31 day
of January 2005 between  eLutions,  Inc.,  a Delaware  corporation  and OnScreen
Technologies, Inc. a Colorado corporation (the "Company").

      eLutions and the Company hereby agree as follows:

1.    Purpose.  The  purpose  of this  Agreement  is to set  forth the terms and
      conditions  under which  eLutions is willing to develop and supply and the
      Company  is  willing to market,  promote,  and  resell  certain  eLutions'
      wireless Products to end-users  ("Customers") with whom the Company has an
      existing relationship,  with whom the Company develops a relationship,  or
      to whom the Company has been directed by eLutions.  Products are described
      in Exhibit  A, with  pricing,  and shall be  updated  from time to time by
      eLutions acting in its sole discretion;  provided,  however, that the cost
      to the Company for the initial  non-cancellable,  non-refundable  hardware
      order will not  exceed  the  amounts  indicated  on Exhibit A without  the
      written consent of the Company.

2.    Definitions. As used herein, the following terms shall have the designated
      meanings:  "Commission"  for any software Product means the Commission set
      forth on Exhibit A.

      "Market"  means signage  applications  in the public safety and commercial
      markets and applications in the automatic vehicle location ("AVL") market.

      "Person" means an  individual,  partnership,  joint venture,  corporation,
      trust,  estate,  incorporated  organization  or other legal  entity or any
      governmental department, agency or other body or subdivision thereof.

      "Product(s)"  means the products and services offered for sale by eLutions
      as set forth in Exhibit A.

      "Retail  Price" means the prices to end users of the Products as set forth
      on Exhibit A, and shall be updated from time to time by eLutions acting in
      its sole  discretion;  provided,  however,  that the Retail  Price for the
      initial non-cancellable,  non-refundable order will not exceed the amounts
      indicated on Exhibit A without the written consent of both parties.

      "Warranties" for Products means the warranties contained in Exhibits B and
      C for hardware Products and software Products, respectively.

3.    Appointment.   eLutions   appoints   the  Company  as  its   non-exclusive
      distributor  worldwide (the "Territory") for the Market for the purpose of
      marketing and selling  Products to Customers in accordance  with terms and
      conditions set forth in this Agreement.

      3.1   Independent  contractor.  Nothing in this Agreement shall constitute
            or be deemed to  constitute a  franchise,  license,  joint  venture,
            partnership,  agency  or  relationship  of  employment  between  the
            parties.  The Company  acknowledges  that it is acting  solely as an
            independent  contractor  and  has no  authority  or  power  to  bind
            eLutions.


      3.2   No   subagents.   The  Company   shall  not  appoint  any  subagent,
            sub-distributor,  or similar  Person to promote the sale of Products
            in the  territory  or  otherwise  to  perform  any of the  Company's
            obligations   without  prior  written  approval  of  eLutions  which
            approval shall not be unreasonably withhold.  eLutions shall respond
            to such notice of intended appointment within two business days from
            receipt of said  notice.  Failure of eLutions to respond  within the
            said 2 business days shall be


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            approval  of  the  intended  appointment.  The  current  distributor
            agreements listed on the "Pending  Distributor  Agreements" attached
            hereto as Exhibit D are approved by eLutions.

4.    Responsibilities  of  the  Company.  The  Company  will  use  commercially
      reasonable efforts and devote such time as may be reasonably necessary, to
      conduct an  aggressive  selling  program  and to  promote  the sale of the
      Products in the Territory and the Market.


      4.1   Initial  Hardware  Order and Deposit.  The Company  hereby  places a
            non-cancellable,  nonrefundable  order  for an  aggregate  of  2,000
            iR1600  modems  and/or the  satellite  versions of the iRX modem (in
            each case, with or without GPS and including bundled  accessories as
            specified  on  Exhibit  A) for  delivery  over a period of 30 months
            following  the date of this  Agreement,  at the  prices set forth in
            Exhibit A and with the first  deliveries to occur on or before March
            1, 2005 and the first deliveries of the satellite version of the iRX
            modem by June 1,  2005.  Within  ten  (10)  days of the date of this
            Agreement, Company will provide eLutions a non-refundable deposit of
            $87,500. An additional $87,500 deposit shall be paid at such time as
            eLutions demonstrates functionality of the wireless system described
            hereafter in sections 5.6 and 5.8.  Said  $175,000  deposit shall be
            applied  pro rata  toward  payment of the first  1,000  modems.  Any
            deposit  balance  remaining at December 2005 shall be applied toward
            any balance of payment due to eLutions  from  Company.  In addition,
            the Company shall (i) maintain a reasonable inventory of Products in
            order to satisfy its  anticipated  sales thereof,  (ii) use its best
            efforts to provide  adequate and timely  delivery of Products to its
            customers,  and (iii) during the term of this Agreement,  fulfil all
            of its Market customers'  wireless modem  requirements with Products
            offered by eLutions. Within 5 days from payment of the said deposit,
            eLutions  shall  deliver to Company  two bundled  iR1600  modems for
            integration  testing.  After  completion  of testing,  Company shall
            return to eLutions said two modems in like new condition.

      4.2   Non-Compete. During the term of this Agreement, the Company will not
            design,  manufacture,  support,  sell, or otherwise  arrange for the
            manufacture  and sale of fixed  modem  products  or any  hardware or
            software products competing with the Products,  nor will the Company
            facilitate  or enable  others in so doing.  During  the term of this
            Agreement, eLutions will not (1) design, manufacture, support, sell,
            or  otherwise  arrange  for the  manufacture  and sale of LED signs,
            including,  but  not  limited  to  RediAlertTM  and  RediAdTM  signs
            competing  with the sign  products of  Company,  nor  facilitate  or
            enable others in so doing,  nor (2) directly or indirectly,  use the
            RediAlertTM RediAdTM wireless sign technology referred to in Section
            5.6 below in  competition  with the Company nor contract with others
            to do so.

      4.3   Limited  Exception  to  Non-Compete.  Each  party  agrees to not use
            supplies, material services or products of a competitor of the other
            party when such  supplies,  material or products are available  from
            the other  party.  The only  exception  to this  covenant is: in the
            event that an end-use customer of Company requires use of a specific
            product  that  competes  with  eLutions or in such  locations  where
            eLutions is not readily available.

      4.4   Marketing and Promotion.  The Company will use reasonable commercial
            efforts at all times  diligently and faithfully to market,  promote,
            sell and distribute the Products to all potential  customers through
            its channels.

      4.5   Recruiting and Training.  The Company will recruit,  train,  develop
            and maintain  sales,  customer  service,  and delivery  employees or
            subcontractors  of the  quality and such  numbers as are  reasonably
            required to maintain customer satisfaction levels.

      4.6   Records.  The Company will keep and  maintain  complete and accurate
            records of all sales and deliveries of Products including quantities
            of   Products   purchased,   and  dollar   amounts   invoiced,   all
            solicitations for sales of Products; and all comments and complaints
            received from any Person  concerning  Products.  eLutions shall have
            the  right  to  inspection  on  reasonable  advance  notice  of  the
            Company's records to verify compliance with this Agreement, but such
            inspection may be

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eLutions, Inc.


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            made only  during  regular  business  hours and is to be confined to
            those records relating to activities under this Agreement.

      4.7   Special  Notice.  The Company  will report  promptly to eLutions any
            information received by it concerning (i) possible  infringement off
            the patents, trademarks,  copyrights, or other intellectual property
            rights of eLutions,  or unfair  competition with the Products by any
            Person,  (ii)  opportunities for the development or marketing of new
            or additional  Products,  (iii) competitive  pricing information and
            (iv) any other legal or commercial event or development  relating to
            the marketing of the Products and the performance of this Agreement.

      4.8   Conduct  of  business.  The  Company  will  establish,  conduct  and
            maintain  its  business  at all times and in every  respect  in full
            compliance  with all applicable  laws,  directives,  regulations and
            ordinances.

5. Responsibilities of eLutions.

      5.1   Delivery  and  information.  eLutions  shall at all times  exert its
            diligent,  good faith efforts to deliver any ordered Products to the
            Company on the terms and conditions set forth herein.

      5.2   Changes to Products  and Pricing.  After 90 days  written  notice to
            Company, eLutions may, at any time in its sole discretion.

            5.2.1 Establish  and alter the  prices and terms of payment at which
                  it sells any of the  Products to the  Company,  subject to the
                  provisions of Section 4.1.

            5.2.2 Add  Products to and remove them from  Exhibit A, or alter the
                  pricing thereof, subject to the provisions of Section 4.1.

            5.2.3 If  Company   objects  to  such  price  and  term  of  payment
                  alteration or alteration of the pricing  thereof and eLutions,
                  within  30  days  after  receipt  of  written  notice  of such
                  objection,  fails to cure the Company's objection, the Company
                  may terminate this contract.

            5.2.4 If Company elects to not terminate this contract, then for the
                  discontinued  Products,  eLutions  shall be  obligated to have
                  available service and sufficient replacement parts for no less
                  than one year after said discontinuance.

      5.3   Advertising  and  promotional  materials.   eLutions  shall  provide
            electronically upon the Company's request at no charge the necessary
            advertising  and  promotional  materials  related  to the  Products,
            including  but  not  limited  to  specification  sheets,   brochures
            advertising  reprints  and  related  materials.  eLutions  may  also
            prescribe the manner in which  trademarks  and logos are to be used.
            eLutions  shall also provide  information  relative to the Company's
            participation  in such  advertising  programs,  allowances and other
            arrangements as eLutions makes available to its distributors  during
            the term of hereof.

      5.4   Marketing and promotion plans.  eLutions shall develop and share the
            appropriate  marketing and  promotion  plans in order to support the
            launching   of   new   Products   as   well   as  to   support   the
            commercialisation of existing Products.

      5.5   Training&  eLutions  shall  provide to the  Company  without  charge
            appropriate training (not to exceed 2 days for a group not to exceed
            six persons) and materials for each Product in order to maximize the
            Company's  ability to service the  Territory.  This  training  shall
            occur either at a location  designated by eLutions or, at the option
            of the  Company,  at one or more of the  Company's  offices.  If the
            Company  elects to have the  training  sessions  at their  corporate
            headquarters,  the Company shall  reimburse  eLutions for travel and
            lodging. If the Company


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<PAGE>

            desires  additional or  supplemental  training,  eLutions  agrees to
            provide  such  training at $75 per hour at a location and time to be
            mutually  agreed,  plus  reimbursement  of  travel  and  lodging  as
            necessary.

      5.6   RediAlertTM  RediAdTM  Software  Development,   Demonstration,   and
            Branding. eLutions will develop the Company's "RediAlertTM RediAdTM"
            wireless communication software to provide for a graphical interface
            to allow the Company's  customer's  RediAlertTM RediAdTM signs to be
            programmed  and viewed over  eLutions'  ASP server and to allow sign
            messages  to be  changed  over  the ASP  service.  Customers  of the
            Company  who  subscribe  to  RediAlertTM   will  be  directed  to  a
            RediAlertTM  web page and will not be able to view the  RediAdTM web
            page  unless  they  are  provided  with  the  secure  password,  and
            Customers of the Company who  subscribe to RediAdTM will be directed
            to a RediAdTM web page and will not be able to view the  RediAlertTM
            web page unless they are provided  with the secure  password.  On or
            about March 1, 2005,  eLutions  will  demonstrate  such  RediAlertTM
            RediAdTM  wireless  sign  features to the Company on  eLutions'  ASP
            service,  provided that the Company provides the necessary technical
            information  for  eLutions to  complete  the  software  development.
            eLutions will allow RediAlertTM  RediAdTM wireless sign customers to
            use the software through eLutions' ASP server or to host the service
            themselves,  subject in the latter case to the customer executing an
            ASP hosting license. eLutions will co-brand the RediAlertTM RediAdTM
            wireless  ssign software with the Company's logo and service mark at
            no additional charge.  RediAlertTM RediAdTM wireless sign technology
            that is totally  developed by eLutions shall be the sole property of
            eLutions.

      5.7   Future Product  Discount.  For all future eLutions Products that may
            be used with the Company's  wireless sign technology,  eLutions will
            provide  to  Company a 27%  discount  from its  published  MSRP/list
            price,  provided  that  such  reduction  does  not  trigger  a "best
            customer" clause in another contract which would require eLutions to
            offer a similar discount to another  customer.  In the event of such
            "trigger" effect, the discount shall be equal to the "best customer"
            clause in the "best customer" contract. When "best customer" pricing
            exceeds the discount percent noted above,  eLutions shall provide to
            Company pricing no less than "best customer"  pricing for commercial
            sales extended to any customer  under similar  commercial and volume
            sales situations.

            5.7.1 Should an alternative  solution become  available from another
                  vendor that is the  functional  equivalent of eLutions'  modem
                  solution  and is  available to Company for more than 30% below
                  the eLutions contracted price to Company, eLutions shall enter
                  into good faith  negotiations with Company to reduce the price
                  to Company so as to ensure competitive viability.

      5.8   Minimum Functionality. The Products collectively will provide, at a
            minimum, the following functionality (in each case, subject to the
            availability of a cellular or satellite network and an internet
            connection):

            5.8.1 From a web based ASP  hosted by  eLutions,  permit  the remote
                  control,   real  time  or  buffered,   of  the   Company's  TM
                  RediAlertTM and RediAdTM signs.

            5.8.2 Provide  a  hardwired  interface  with the  Company's  current
                  controller,  which the Company will modify to  facilitate  the
                  interface.

            5.8.3 Transmit sufficient secure wireless electronic signal to drive
                  the Company's LED RediAlertTM and RediAdTM displays, including
                  full motion and sound,  which signal shall be fully controlled
                  wirelessly and remotely through input from a desktop or laptop
                  computer with internet  access (and,  after May 1, 2005,  also
                  from a pocket PC or PDA).

            5.8.4 Have return secure signal capability so as to allow the remote
                  user to  electronically  be  informed  of the  location of the
                  display (provided that the Company uses the GPS version of the
                  wireless modem), view the data and video displayed on the LED

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                  display,  show  the  time  of  each  run of the  display,  and
                  sound/display  an alarm  when  the  scheduled  display  is off
                  schedule.

6. Trademarks.

      6.1   No transfer of interest. This Agreement is not intended to and shall
            not be construed to give the Company any right, title,  franchise or
            other interest in any of the  trademarks,  except as provided for in
            Section 6.2 of this  Agreement,  or as  specifically  authorized  by
            eLutions in writing.

      6.2   Trademark  use.  During the term of this  Agreement  the  Company is
            authorized  to  use  the  appropriate   trademarks  of  eLutions  in
            connection with the Company's sale,  advertisement  and promotion of
            Products. Upon termination of this Agreement and sale or disposition
            of any Products  remaining in inventory,  the Company shall cease to
            use any such trademarks and shall,  within thirty (30) days,  remove
            any  reference  to eLutions  from its  advertising  and  promotional
            material unless otherwise agreed by eLutions in writing.

      6.3   Trademark  ownership.  The Company  acknowledges that the trademarks
            under which the  Products are marketed are the property of eLutions,
            with the exception of the Company  branding  referred to Section 5.7
            above.

7.    Prices and  Products;  F.O.B.  Other than the fixed prices for the initial
      hardware order referred to in Section 4.1, prices and Product availability
      may be changed by  eLutions  from time to time.  In the event the  Company
      sells Products without bundling them with non-Product offerings,  the sale
      prices to the  customer  shall be the Retail Price set forth on Exhibit A.
      All prices in Exhibit A are F.O.B. eLutions' shipping point.

8.    Terms of Payment

      8.1   Terms and Condition of sales. All orders for Products are subject to
            appropriate  credit review by eLutions' Finance  Department.  Orders
            are not considered accepted until they are acknowledged by eLutions.
            All orders must include a delivery  schedule,  adjustments  to which
            require thirty (30) days notice. Additions to any order after thirty
            (30) days will be  considered  and  priced as  separate  orders.  By
            placing each order  hereunder,  the Company  confirms its  agreement
            with and acceptance of all such terms and  conditions.  In the event
            of any discrepancy  between the provisions set forth herein,  on the
            one hand,  and any  purchase  order,  order  confirmation,  or other
            communication  between the parties,  whether or not  acknowledged by
            the other party,  the provisions  hereof shall  prevail.  All orders
            placed hereunder are binding, noncancellable, and non-refundable.

      8.2   Payment.  The Company  shall make  payment for  Products to eLutions
            within  thirty  (30)  days  following  receipt  of an  invoice  from
            eLutions. eLutions may invoice upon shipment of each order.

      8.3   Commission  on  Software.   For  all  sales  of  software   Products
            hereunder,  eLutions shall pay the Company the Commission  within 30
            days of receipt by eLutions of payment from the customer.

      8.4   Modification  of Products.,  eLutions will give Company no less than
            30  days  written  notice  of  all  engineering  modifications  that
            significantly  impact  Products in the  Company's  inventory if such
            changes affect form, fit or function,  and if the  modifications are
            reasonably  likely to preclude  or  materially  limit the  Company's
            ability  to  sell  any  Products  held by it  once  the  engineering
            modifications are implemented.

      8.5   Return material authorization.  A return material authorization will
            be issued by eLutions within thirty (30) days of any request for the
            same by the Company when required in a connection with any permitted
            return under this Agreement. A return material authorization will

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            only be issued during the relevant warranty period for Products with
            defects in  manufacturing  in need of repair or  replacement  unless
            otherwise specifically covered in this Agreement.

      8.6   Warranties.  Limited warranties cover eLutions hardware and software
            Products and are  described in Exhibits B and C,  respectively,  and
            such  Warranties  may be  changed  from  time  to  time  for  future
            purchases of Products and new Products by mutual  written  agreement
            which  written   approval  of  Company  shall  not  be  unreasonably
            withheld.

9.    Disclosure of Proprietary  Information.  Each party (a "Receiving  Party")
      shall receive and use all  information  received by it from the other (the
      "Disclosing Party") in writing and marked "Proprietary", "Confidential" or
      the like, oral information  subsequently reduced to writing and so marked,
      and all other  confidential  information and trade secrets relating to the
      Products  and  Services,   including  but  not  limited  to,   methods  of
      manufacture, secret processes, price lists and customer lists (hereinafter
      referred to as "Confidential Information"), for its internal uses relating
      to the promotion  and sale of Products by the Company,  shall not disclose
      such  Confidential  Information  to  any  Person  or  Persons  except  for
      employees, contractors and third party consultants of such Receiving Party
      who have a need to know such information to carry out the purposes of this
      Agreement,  and shall treat such  Confidential  Information  with the same
      standard  of  care  as  the  Receiving   Party  observes  toward  its  own
      confidential information (but in no event less than a reasonable degree of
      care).   In   addition,   the   Company   shall   comply  with  all  other
      confidentiality  requirements  imposed  upon  eLutions  from  time to time
      pursuant to third party agreements, as notified to the Company by eLutions
      from time to time.

      Notwithstanding  the  above,  a  Receiving  Party  shall not be liable for
      disclosure of any Confidential Information if the same:

            (a)   was in the public domain at the time it was disclosed;

            (b)   was  known  to  the  Receiving  Party  prior  to the  time  of
                  disclosure;

            (c)   was  disclosed   with  the  prior  written   approval  of  the
                  Disclosing Party;

            (d)   can be  demonstrated to have been  independently  developed by
                  the Receiving Party without use of information supplied by the
                  Disclosing Party;

            (e)   becomes  known to  Receiving  Party  from a source  other than
                  Disclosing  Party  without  breach  of this  Agreement  by the
                  Receiving  Party  or  breach  by a third  party  of any  legal
                  obligation.

      All Confidential Information disclosed pursuant to this Agreement shall be
      and remain  the  property  of the  Disclosing  Party and the  Confidential
      Information  and any copies  thereof  shall be  promptly  returned  to the
      Disclosing  Party upon written  request,  or  destroyed at the  Disclosing
      Party's option.

10. Initial Term; Termination.


      10.1  Term and renewal.  This  Agreement  shall commence on the date first
            listed above and shall  continue  until the close of business on the
            fifth-year  Anniversary  of that date,  (the "Initial  Term") unless
            earlier terminated pursuant to the terms hereof. Termination of this
            Agreement  shall no way affect the status of any orders  outstanding
            as of the effective date of such termination.

      10.2  Termination for breach. Either eLutions or the Company may terminate
            this Agreement in the event of a material breach of its terms by the
            other party, by providing (30) days advanced written notice. In case
            of a material  breach by either party,  the party that committed the
            breach shall have a right to cure the breach within thirty (30) days
            (except in the case of a payment  default by the  Company,  in which
            event the time to cure shall be five (5) days) and perform


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            under this Agreement.  In that regard, both parties acknowledge that
            neither  party shall in any way be liable to the other for any loss,
            expense, or damage (including special,  consequential, or incidental
            damages)  under this  Agreement or by reason of any  termination  of
            this Agreement.

      10.3  Termination  for bankruptcy or  insolvency.  If either party files a
            petition in a bankruptcy or makes an  assignment  for the benefit of
            creditors or if any  involuntary  petition in bankruptcy or petition
            for an arrangement of debts is entered in a court or consented to by
            either of the parties or a receiver be appointed for the business of
            either  party,  or at any part  thereof,  and the  said  involuntary
            petition  for an  arrangement  or  appointment  of a receiver is not
            vacated or  discharged  within  sixty  (60) days or if either  party
            discontinues  its  operations for any reason  whatsoever,  the other
            party may immediately terminate this Agreement.

11. Events Following Termination.

      11.1  Obligations upon termination.  Upon the expiration or termination of
            this Agreement for any reason, the following shall occur.

            11.1.1All rights,  licences,  privileges and obligations  granted or
                  received by the parties under this Agreement shall immediately
                  cease  and  terminate,   except  as  specifically   preserved,
                  extended or imposed by a provision of this Section 11.

            11.1.2Following the sale or  disposition  of any Products  remaining
                  in inventory at the time of the termination, the Company shall
                  cease to use any such trademarks of eLutions and shall, within
                  thirty (30) days,  remove any  reference to eLutions  from its
                  advertising and promotional material.

            11.1.3The Company may return all unsold  Products in accordance with
                  Section  12, only in the event of  termination  by the Company
                  due to an  adjudicated  material  breach by  eLutions.  In the
                  event of  termination  for any other  reason,  eLutions  shall
                  consider in its sole  discretion  whether to accept  return of
                  Products (less a restocking fee).

            11.1.4The  indebtedness of either party to the other not already due
                  shall become  immediately  due and payable as of the effective
                  date of termination of this Agreement

            11.1.5The Company  shall return to eLutions  all unused  advertising
                  and  promotional  materials in the  possession  of the Company
                  which are not obsolete  and in their  original  packaging  and
                  otherwise  dispose  of  as  eLutions  may  direct,  all  sales
                  manuals,   price  list,  data  sheets,   technical  materials,
                  advertising   materials,   and  other  data  relating  to  the
                  Products,  eLutions, or eLutions' customers that may have been
                  furnished to the Company (and shall  certify such  disposal to
                  eLutions).

      11.2  Survival  after  termination  or  expiration.   The  obligations  of
            eLutions and the Company  under  Sections 6.2, 8.1, 8 .2, 9, 11, 12,
            14,  and  15  shall  survive  termination  or,  expiration  of  this
            Agreement.

12.   Return of Products on Termination; Upon any termination of this Agreement,
      the  Company  shall  (i)  if the  termination  was  due to an  adjudicated
      material  breach by  eLutions,  return to eLutions any or all Products not
      purchased by the Company and (ii) pay eLutions as stated in paragraph  8.1
      for all Products  which have been sold to the Company as of effective date
      of  termination.  The  Company  will  continue  to aid in the  sale of the
      Products to reduce the quantity of goods returned.  eLutions shall pay all
      shipping charges on such repurchases.

      Notwithstanding  the foregoing,  eLutions shall be required to accept only
      those Products which are in the original  unopened  packaging,  are unused
      and  undamaged,  are not  out of  date,  and  are in  good  merchandisable
      condition, after testing and inspection by eLutions.


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      No  termination  of this  Agreement  shall  affect any  obligation  of the
      Company to pay amounts due hereunder,  and all such payments shall be made
      when due in accordance with this Agreement.

13.   Special  Purchases.  eLutions  and the Company may, at any time during the
      term of this  Agreement,  enter into separate  agreements  for the special
      purchase of the Products,  including non-standard Products and Products in
      greater  quantities  than those set forth in the then current  Price List,
      and such agreements  shall be subject to all terms and conditions  hereof,
      unless otherwise agreed in writing.

14.   Governing Law and  Arbitration.  This  Agreement  shall be governed by and
      construed  in  accordance  with the laws of the State of Florida,  without
      regard to its provisions concerning conflicts of law.

      The parties hereby agree that in the event any of the terms and conditions
      contained  in this  contract  must be enforced by reason of any failure of
      observance or of  performance by any of the parties  hereto,  in each such
      instance,  the parties to this Agreement agree that exclusive jurisdiction
      and venue shall properly lie in the Circuit Court of the State of Florida,
      in and for Hillsborough County,  Florida, or in the United States District
      Court for the Middle District of Florida (Tampa Division), with respect to
      any legal proceedings arising from this Agreement.

15. Miscellaneous.

      15.1  Relationship of Parties. The relationship between the parties hereto
            shall be that of independent contractors, each being in full control
            of its own business.  Under no circumstances shall either party have
            the right or authority to act or make any commitment on behalf of or
            to bind the  other or  represent  the other as its agent in any way.
            Nothing in this Agreement shall be construed as creating any rights,
            benefits or interests in a Person not a party to this Agreement.

      15.2  Assignment.   This  Agreement  may  not  be  assigned  partially  or
            completely by either party without the prior written  consent of the
            other,  which shall not be  unreasonably  withheld.  This  Agreement
            shall be binding upon and inure to the benefit of the parties hereto
            and their  successors  and assigns.  For purposes  hereof,  the term
            "assign" shall include, without limitation, a merger, sale of assets
            or business,  or other transfer or change of control by operation of
            law or otherwise. Notwithstanding the foregoing, eLutions may assign
            its  rights and  obligations  hereunder  to its parent  corporation,
            Engage Networks, Inc.

      15.3  Authority.  Both  parties  represent  and warrant to each other that
            they  have  the  right  and  lawful  authority  to enter  into  this
            Agreement  for the  purposes  herein  and  that  there  are no other
            outstanding  agreements or obligations  inconsistent  with the terms
            and provisions hereof.

      15.4  Entire Agreement.,  This Agreement contains the entire understanding
            of the  parties  with  respect  to the  subject  matter  hereof  and
            supersedes all prior agreements relating thereto, whether written or
            oral,  between the parties.  Amendments to this Agreement must be in
            writing and signed by the duly authorized officers of the parties.

      15.5  No  Implied  Waivers.  The  failure  of either  party at any time to
            require  performance by the other of any provision  hereof shall not
            affect the right of such party to  require  performance  at any time
            thereafter,  nor shall the waiver by either party of a breach of any
            provision  hereof be taken or held to be a waiver  of the  provision
            itself.

      15.6  Severability. Any provision of this Agreement which is prohibited or
            unenforceable in any jurisdiction shall, as to such jurisdiction, be
            ineffective to the extent of such  prohibition  or  unenforceability
            without   invalidating  the  remaining  provisions  hereof  in  that
            jurisdiction  or affecting  the validity or  enforceability  of such
            provision in any other jurisdiction.


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                                        8
<PAGE>

      15.7  Force  Majeure.  Neither  party  shall be liable for any  failure or
            delay in performing its obligations under this Agreement, or for any
            loss or  damage  resulting  there  from,  due to causes  beyond  its
            control,  including  but not  limited  to,  acts of God,  the public
            enemy,  riots,   fires,   sabotage,   terrorist  activity,   natural
            catastrophes, epidemics or part unavailability. In the event of such
            failure  or delay,  the date of  delivery  or  performance  shall be
            extended  for a period  not to exceed the time lost by reason of the
            failure or delay;  provided that the party affected by such delay is
            using  reasonable  commercial  efforts to mitigate or eliminate  the
            cause of such delay or its effects.

      15.8  Notices.  Any  and  all  notices  and  communications  permitted  or
            required to be given  hereunder shall be deemed  received:  (i) upon
            actual delivery, if delivery is by band; or (ii) upon receipt by the
            transmitting  party of confirmation or answer back if delivery is by
            facsimile; (iii) one (1) business day after delivery to a recognized
            national  overnight  courier,  postage  prepaid;  or (iv)  three (3)
            business days after delivery into the United States mail if delivery
            is by postage paid  registered or certified mail with return receipt
            requested. Each such notice shall be sent to the respective party at
            the  address  indicated  below  or  at  any  other  address  as  the
            respective party may designate by notice delivered pursuant hereto.

            If to eLutions: eLutions, Inc.
                            1300 East 8th Avenue, Suite 200
                              Tampa, Florida 33605
                            Attention: Managing Director-Wireless Applications
                            Telephone:(813) 371-5500
                            Facsimile: (813) 371-5501

            If to the Company:
                            OnScreen Technologies, Inc.
                            200 9th Avenue, North Suite 210
                            Safety Harbor, Florida 34695
                            Attention: John "JT" Thatch, CEO/President
                            Telephone: (727) 797-6664
                            Facsimile: (727) 797-7770

      15.9  DNAR, AAR.  eLutions is a Nextel Data National  Authorized  Reseller
            ("DNAR") of Nextel's wireless telecommunications  services. eLutions
            will  request  Nextel  approval  of  the  Company  as  an  Associate
            Authorized  Representative.  If Nextel  approves such  request,  the
            Company  will be  required to sign a written  agreement  in form and
            substance  reasonably  satisfactory  to  Nextel,  to be bound by the
            provisions of eLutions' DNAR  agreement with Nextel.  In such event,
            the Company and eLutions will split DNAR proceeds  generated through
            the Company 50150.

      15.10 Limitation  of  Liability.  EXCEPT FOR  LIABILITY  UNDER  SECTION 9,
            NEITHER PARTY,  ITS  AFFILIATES NOR ANY  PARTNERSHIP IN WHICH ANY OF
            THE FOREGOING  ENTITIES IS A GENERAL PARTNER SHALL BE LIABLE FOR ANY
            LOSS OF  PROFITS,  LOSS  OF USE,  OR  INDIRECT,  SPECIAL,  PUNITIVE,
            RELIANCE,  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES  OF  ANY  KIND  IN
            CONNECTION  WITH,  OR  ARISING  OUT OF FAILURE  TO  FURNISH,  OR THE
            FURNISHING  OF PRODUCTS,  SERVICES,  ASSISTANCE  OR  RECOMMENDATIONS
            UNDER THIS  AGREEMENT,  EVEN IF SUCH  PARTY HAS BEEN  ADVISED OF THE
            POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR LIABILITY  UNDER SECTION 9,
            EACH PARTY'S TOTAL  LIABILITIES IN CONNECTION  WITH THIS  AGREEMENT,
            WHETHER  ARISING  UNDER  CONTRACT OR  OTHERWISE,  ARE LIMITED TO THE
            PAYMENTS  REQUIRED TO BE MADE BY THE COMPANY TO ELUTIONS  UNDER THIS
            AGREEMENT  IN THE YEAR  IMMEDIATELY  PRIOR TO THE CLAIM (OR,  IF THE
            CLAIM IS MADE IN THE FIRST YEAR OF THE TERM,  THE PAYMENTS  REQUIRED
            TO BE MADE IN SUCH YEAR) SPECIFICALLY RELATING TO THE PRODUCTS AND


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eLutions, Inc.


                                        9
<PAGE>

            SERVICES DELIVERED OR TO BE DELIVERED  HEREUNDER,  REGARDLESS OF THE
            NATURE OF THE CAUSE OF ACTION ASSERTED.

      15.11 Indemnity.  Each party  agrees to  indemnify  the other  party,  its
            subsidiaries, affiliates, parent and any partnership in which any of
            the foregoing entities is a general partner from any actions, suits,
            hearings, proceedings,  judgments,  liabilities,  damages, claims or
            demands (including the costs,  expenses and reasonable attorney fees
            on  account  thereof)  that may be made:  (i) by  anyone,  including
            without limitation the indemnifying  party's employees,  subrogates,
            invitees or persons not a party  hereto,  for injuries to persons or
            damages  to  property  including  theft,  as  a  result  of,  or  in
            connection  with the  performance  of this Agreement and directly or
            indirectly  caused,  in whole or in part,  by the acts or omissions,
            negligent or otherwise, of the indemnifying party or a subcontractor
            or an agent of the  indemnifying  party or an employee or any one of
            them;  or (ii) by persons  furnished  by  indemnifying  party or any
            subcontractors under Worker's Compensation or similar acts; or (iii)
            by any person not a party hereto for any breach of any  provision of
            this  Agreement  by the  indemnifying  party  unless said breach was
            waived in writing by the other party. In addition to these indemnity
            obligations,  at the other party's request,  the indemnifying  party
            agrees to defend against any such liability,  claim or demand.  Each
            party  agrees to notify  the other  party  promptly  of any  written
            claims or demands which might reasonably be expected to invoke these
            indemnification provisions.

      15.12 Counterparts.  This  Agreement  may  be  executed  in  one  or  more
            counterparts,  including  by  facsimile,  all  of  which  when  duly
            executed constitute a single document.

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

                                           ONSCREEN TECHNOLOGIES, INC.

                                           By: /s/
                                             -----------------------------------
                                             Name: John "JT" Thatch
                                             Title: CEO/Presodent
                                             Date:


                                           ELUTIONS, INC.

                                           By: /s/
                                             -----------------------------------
                                             Name: J. Michael Powell
                                             Title: Managing Director-Wireless
                                             Applications
                                             Date:


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eLutions, Inc.


                                       10
<PAGE>

EXHIBIT B


                           Limited Warranty - Hardware


1. Warranty Service:

      A.    eLutions  warrants its hardware  products to original  purchasers of
            the products, purchasing through eLutions or its authorized dealers,
            against defects in material and  workmanship  occurring under normal
            use and service  from the date of  purchase  for a twelve (12) month
            period.  Warranty  obligations  may be performed only by eLutions or
            its authorized representatives.

      B.    eLutions  will,  at its election,  either repair or replace,  with a
            reasonably  equivalent new or remanufactured  part, any parts of the
            product that fail to operate properly for their intended use if such
            failure is due to a defect in material or workmanship. This warranty
            covers parts and labor.

      C.    You must  provide  proof that you have  purchased  the product  from
            eLutions or an authorized  dealer to be eligible for coverage  under
            this warranty.

2.  Exclusions  From  Coverage:  This Warranty does not apply if the product has
been misused,  neglected,  improperly  installed  (including  failure to use the
Approved  Components  described in the web site listed on the reverse hereof) or
maintained,  and  excludes  damage  due  to  repair  or  alteration  by a  party
unauthorized by eLutions,  or accidental or unusual deterioration or degradation
of the  Product  or parts  thereof  due to a  physical  environment  beyond  the
requirements of the Specifications. This Warranty does not cover normal wear and
tear,  defects in appearance,  cosmetic  scratches or other  cosmetic  damage to
surfaces that do not inhibit proper  operation of the product.  For any products
that fail to comply  with the  Warranty  solely  due to any  defects  in circuit
boards  supplied by third  parties,  eLutions  shall  replace such products with
products  from  its  warranty  replacement  inventory,  but  eLutions  shall  be
otherwise relieved of remedying such products; provided, however, eLutions shall
use commercially  reasonable  efforts to mitigate or eliminate such failures and
to remedy such failures.

3.  Limitations:  ELUTIONS IS NOT  RESPONSIBLE  FOR INCIDENTAL OR  CONSEQUENTIAL
DAMAGES  RESULTING  FROM  BREACH OF ANY EXPRESS OR IMPLIED  WARRANTY,  INCLUDING
DAMAGE TO PROPERTY  AND, TO THE EXTENT  PERMITTED  BY LAW,  DAMAGES FOR PERSONAL
INJURY.  THIS  WARRANTY  IS IN LIEU OF ALL OTHER  WARRANTIES  INCLUDING  IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR  PURPOSE,  AND HEREBY
EXPRESSLY  LIMITS ANY SUCH OTHER  WARRANTIES TO THE TERMS AND CONDITIONS OF THIS
WARRANTY.

SOME STATES DO NOT ALLOW LIMITATION OF IMPLIED  WARRANTIES,  OR THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL  DAMAGES,  SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO YOU.

4. Legal Rights: This Warranty gives you specific legal rights, and you may also
have other rights which vary from State to State.

5. Contact  Information:  To obtain  warranty  information,  contact an eLutions
service representative at 1-888-349-4338


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                                       11
<PAGE>

                           LIMITED WARRANTY -HARDWARE
                                   (continued)

Installation and Usage Requirements

BOX CONTENTS
[varies according to hardware product]

ONLINE
Documentation

Additional  copies  of  Installation  Guides  and  Configuration  Guide  can  be
downloaded (at no charge) online at www.elutions.com/wireless.

REQUIRED COMPONENTS
[varies according to hardware product]

CONFIGURATIONS AND REQUIRED COMPONENTS:
[varies according to hardware product]


How to Order:

To place an order, please go to  www.elutions.comlwireless  or contact eLutions'
Wireless Support Center at 1-888-349-4338.



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eLutions, Inc.


                                       12
<PAGE>

                                    EXHIBIT C

                           LIMITED WARRANTY - SOFTWARE

Media.  eLutions  warrants  that the  encasements  or other  media in which  the
Licensed  Software  and  Software  Documentation  are  delivered  by eLutions to
Licensee  will be free of defects in material  and  workmanship.  eLutions  will
provide a replacement of any such media that does not comply with the warranties
set forth in this Section,  provided that Licensee gives eLutions written notice
of such  noncompliance  within ninety (90) days after eLutions'  delivery of the
non-complying media to Licensee.

Performance.  eLutions  warrants to  Licensee  that for a period of one (1) year
after  purchase of the initial  Licensed  Software,  the Licensed  Software will
perform in all material  respects  the  functions  described  in the  applicable
Software  Documentation when operated in accordance with the applicable Software
Documentation.  eLutions will use commercially reasonable efforts to correct any
Licensed  Software  that does not comply with the  warranties  set forth in this
Section (e.g., by the provision of an enhancement to any non-complying  eLutions
Licensed Software);  provided that Licensee gives eLutions written notice of the
non-compliance within sixty (60) days after learning of such non-compliance.

Exclusions.  eLutions'  warranties do NOT apply to any non-compliance  resulting
from any: (i) items  furnished  by Licensee or any third party;  (ii) use not in
accordance  with the  applicable  Software  Documentation;  (iii)  modification,
damage,  misuse or other action of any third party;  (iv)  combination  with any
goods,  services or other items provided by Licensee or any third party;  or (v)
any failure of Licensee to comply with any  applicable  Software  Documentation.
eLutions does NOT warrant that the Licensed  Software or Software  Documentation
is free from bugs, errors, defects or deficiencies.

DISCLAIMER  NO  CONSEQUENTIAL  DAMAGES.  THE  WARRANTIES  AND REMEDIES SET FORTH
HEREIN  ARE  EXCLUSIVE  AND IN LIEU OF ALL  OTHER  WARRANTIES  OF  ELUTIONS  AND
REMEDIES OF LICENSEE OR USERS, EXPRESS OR IMPLIED,  ARISING BY LAW OR OTHERWISE,
WITH  RESPECT TO ANY  ERROR,  DEFECT,  DEFICIENCY  OR  NON-COMPLIANCE  ACTUAL OR
ALLEGED IN ANY SERVICES, LICENSED SOFTWARE, SOFTWARE DOCUMENTATION,  THIRD PARTY
SOFTWARE,   DESIGNATED   SYSTEM  OR  OTHER   DELIVERABLE  UNDER  THIS  AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE,  OR NON-INFRINGEMENT  AND ANY IMPLIED WARRANTY ARISING
FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE). ELUTIONS WILL
NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL,  INDIRECT, PUNITIVE, OR SIMILAR
DAMAGES OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR USE.


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eLutions, Inc.



                                       13