WARP Solutions Confidential

              WARP MASTER DISTRIBUTOR Master Distribution Agreement

THIS MASTER DISTRIBUTOR AGREEMENT (the "Agreement'), is made as of this _1__ day
of ___September___ 2002_ (the "Effective Date") by and between CDI Technologies,
Inc., including its employees, agents, contractors, subsidiaries and Affiliates,
and including such Affiliates' employees, agents and contractors (collectively,
"MASTER DISTRIBUTOR"), a California corporation, with a places of business at
_1630 Oakland Road, San Jose, California and 14F Samsung Bd.237-11, Nonhyundong,
Kangnamgu Seoul, Korea__ , and WARP Solutions, Inc. ("WARP"), a Delaware
corporation, with a place of business at 535 West 34 Street 5th Floor, New York
NY 10001.

In consideration of the mutual promises contained herein, the above-mentioned
parties agree as follows:

Section 1: Definitions

1.1  Capitalized terms used in this Agreement shall have the meanings attributed
     to them below or in context in which the term is used, as the case may be.

     (i)  "Affiliate" means any entity which, directly or indirectly, Controls,
          is Controlled by, or is under common Control with another entity, and
          any partnership in which such entity is a partner. The foregoing
          definition includes any entity that conforms to the definition as of
          the Effective Date hereof, as well as any entity that conforms to the
          definition any time after the Effective Date hereof, provided that any
          entity shall only be deemed to be an Affiliate hereunder for such
          period of time that it conforms to the definition during the term of
          this Agreement.

     (ii) "Business Day" shall mean any day other than a Saturday, Sunday or any
          National holiday.

     (iii) "Confidential Information" means: (a) any information, whether
          written or oral, which relates to internal controls, computer or data
          processing programs, algorithms, electronic data processing
          applications, routines, subroutines, techniques or systems, or
          information concerning the business or financial affairs and methods
          of operation or proposed methods of operation, accounts, transactions,
          proposed transactions, security procedures, trade secrets, know-how,
          or inventions of either the Protected Party, any Affiliate of the
          Protected Party, or any client, agent, contractor or vendor of the
          Protected Party and (b) the identities and other related information
          of clients of either Protected Party, except such information which is
          in the public domain at the time of its disclosure to the Receiving
          Party or thereafter enters the public domain other than as a result of
          a breach of duty on the part of the Receiving Party or its personnel,
          or where the Receiving Party can prove it derived the information
          independently.

     (iv) "Control" means the possession, directly or indirectly, of the power
          to direct or cause the direction of the management and policies of an
          entity, whether through record or beneficial ownership of voting
          securities, by contract, or otherwise.

     (v)  "Customer" means an entity to whom the MASTER DISTRIBUTOR, under the
          terms of this Agreement, sells the System..

     (vi) "Customer Maintenance and Support Services Agreement" means the
          service level agreement for providing support to the Customer
          according to WARP'S policies, subject to the payment by Customer of
          the applicable fees for such support.

     (vii) "MASTER DISTRIBUTOR" is the entity, first identified above, including
          its employees, agents, contractors and Affiliates, and including such
          Affiliates' employees, agents and contractors, who directly service a
          specific end-user market segment. The MASTER DISTRIBUTOR will purchase
          WARP's System directly from WARP, and, unless otherwise expressly
          stated herein, resell such System to end user customers and resellers.

     (viii) "Effective Date" with reference to the Agreement means the date,
          first set forth above, upon which the Agreement becomes binding and
          enforceable. Effective Date, when used in specific reference to a
          particular Exhibit, means the date first set forth in that particular
          Exhibit upon which that Exhibit becomes binding and enforceable.

     (ix) "Include" and its derivatives shall mean including without limitation.
          This term is as defined, whether or not capitalized in this Agreement.

     (x)  "NDA" means the NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT by and
          between MASTER DISTRIBUTOR and WARP dated ___8/31/02_______________ .

     (xi) "Protected Party" means the party furnishing its Confidential
          Information to the other party.

     (xii) "Receiving Party" means the party who receives Confidential
          Information from the other party.

     (xiii) "System" means the proprietary programmed network appliance named in
          Exhibit A to the Agreement and any changes to it provided by WARP, as
          well as any Documentation.

Section 2: Appointment, Customers

2.1  Appointment as MASTER DISTRIBUTOR. WARP hereby grants to the MASTER
     DISTRIBUTOR a temporary,-exclusive right to distribute the System to the
     Customers in South Korea during the term of this Agreement. This Agreement
     (with its attached Exhibits) provides the terms and conditions which shall
     govern the appointment of the MASTER DISTRIBUTOR.

2.2  Customers. MASTER DISTRIBUTOR is authorized to solicit end user Customers
     for the System from all classes of potential end users of the System.

Section 3: Fees.

3.1  MASTER DISTRIBUTOR agrees to pay the purchase price of the System, and
     other amounts due, as specified in Exhibit B attached hereto (collectively
     the "Purchase Price").

3.2  The MASTER DISTRIBUTOR agrees to pay the Purchase Price and other amounts
     due, if any, within thirty (30) days of receiving an invoice from WARP.

3.3  All amounts stated in the Purchase Price for the System purchased by MASTER
     DISTRIBUTOR from WARP are in US dollars.

Section 4: MASTER DISTRIBUTOR's Sales Rights

4.1  In connection with the exercise of its rights under this Agreement, but
     solely in connection with the marketing of System, the MASTER DISTRIBUTOR
     may refer to itself during the term of this Agreement as an authorized
     MASTER DISTRIBUTOR of WARP.

4.2  Sales to Customers. MASTER DISTRIBUTOR is authorized to contact, solicit,
     and accept, in accordance with the terms hereof, potential Customers of the
     System. All Customers of the System obtained through the efforts of MASTER
     DISTRIBUTOR shall be in privity of contract with MASTER DISTRIBUTOR. MASTER
     DISTRIBUTOR shall bear all credit risks with respect to the Customers.

4.3  MASTER DISTRIBUTOR shall have no right to reproduce the System, or any part
     thereof. All of the Systems shall be distributed pursuant to WARP's current
     NDA, as amended by WARP from time to time, a copy of which WARP will
     provide MASTER DISTRIBUTOR. MASTER DISTRIBUTOR shall not sell or distribute
     any System to any Customer unless the Customer has accepted the terms of
     WARP's current NDA, under penalty of perjury and in writing.


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WARP Solutions Confidential

              WARP MASTER DISTRIBUTOR Master Distribution Agreement

4.4  The MASTER DISTRIBUTOR shall not have the right to obtain and/or retain the
     rights to distribute other network appliances or products similar to and/or
     that compete with the System from other vendors.

WARP will not appoint other MASTER DISTRIBUTORS or DIRECT RESELLERS to sell the
System in South Korea during the term of this agreement. Section 5: MASTER
DISTRIBUTOR's Obligations

5.1    MASTER DISTRIBUTOR agrees to purchase Systems for the sole purpose of
       reselling them to Customers or for internal use for supporting sales and
       marketing and support activities.

5.2    The MASTER DISTRIBUTOR must be certified in accordance with the
       Certification Program described in Exhibit C. Even if the MASTER
       DISTRIBUTOR has completed the Certification Program, WARP has final
       authority to decide if the MASTER DISTRIBUTOR is to be given
       certification.

5.3  The MASTER DISTRIBUTOR shall participate in WARP's relevant sales,
     pre-sales and technical training programs.

5.4  The MASTER DISTRIBUTOR shall be resposible for the installation of the
     System at the Customer's location.

5.5  The MASTER DISTRIBUTOR shall provide and be responsible for basic technical
     support services to the Customer with respect to the installation of the
     System. The MASTER DISTRIBUTOR will perform such services in a professional
     and workman-like manner.

5.6  MASTER DISTRIBUTOR agrees to purchase 5 units upon signing agreement on a
     sale or return basis. Conditioning that WARP shall provide sucessful
     installations with 5 units in October,2002 and show the performances as
     promised in written materials for 30days, MASTER DISTRIBUTOR will indicate
     by December 1, 2002 it's intention to either pay for the units or return
     them to WARP. If MASTER DISTRIBUTOR pays for the units it must wire funds
     to WARP's account no later than December 5 2002.If it decides to return the
     units it must do so by December 5 2002 in good and working condition. If
     they are damaged in any way MASTER DISTRIBUTOR agrees to compensate WARP
     for damages based on WARP's estimated cost of damages. The price of these
     units are specified in Exhibit B.

5.7  MASTER DISTRIBUTOR agrees to enter into a standard service agreement with
     WARP. The pricing for this support are outlined in Exhibit B.

Section 6 : WARP's obligations

6.1  Technical support
     WARP shall dispatch one dedicated engineer to Korea, at WARP's expenses,
     for two weeks to assist with references site installations in October,
     2002. Additionally, upon the request of CDI prior November 30, 2002, WARP
     shall dispatch one dedicated engineer to Korea at WARP's expenses, for
     additional three consecutive business days to resolve technical problems of
     reference sites or assist with references site installations. WARP requires
     2 weeks lead time to schedule this visit.

6.2  Development support
     WARP will provide CDI with written response to development requests and
     customization within 2 weeks from receiving written request.

Section 7: Duration, Termination and Renewal

7.1  Duration of Agreement. The term of this Agreement shall commence on the
     Effective Date and, , shall remain in full force and effect for a term of
     120 days.

7.2  Renewal. WARP agrees to discuss entering into a longer term MASTER
     DISTRIBUTION aggreement with MASTER DISTRIBUTOR within 120 days of the
     effective date. The terms of this potential agreement with largely be based
     on MASTER DISTRIBUTORS success over the period of this agreement.

7.3  Termination.

     7.3.1 Terminations for Cause. In the event that either party or any of its
          Agents breaches any of the terms of this Agreement and said breach is
          not cured within thirty (30) days after written notice thereof to the
          non-breaching party, the non-breaching party may terminate this
          Agreement immediately by providing notice of termination to the
          breaching party. 7.3.2 Terminations without Cause. Either party may
          terminate this Agreement at any time, after the first 120 days, upon
          written notice to the other party.

Section 8: Prices and Advertising Program

8.1  MASTER DISTRIBUTOR may set the prices paid to it by Customers for the
     System it sells to them, within the following parameters, unless agreed
     otherwise:

     8.1.1 The MASTER DISTRIBUTOR's margin will be set at a maximum margin
          of__100___% over the wholesale price; and the wholesale price of the
          System is set out in Exhibit B; and 8.1.2 The MASTER DISTRIBUTOR has
          the authority to reduce this margin and to unilaterally lower the
          retail price paid to it by Customers as a part of the MASTER
          DISTRIBUTOR's sales or marketing strategy. The MASTER DISTRIBUTOR
          shall in no way interpret this maximum margin as a suggested minimum
          price and is actually encouraged to reduce this price to enhance the
          appeal of the System to its Customers.

8.2  WARP has the right to revise its prices to MASTER DISTRIBUTOR MONTHLY, with
     thirty (30) days' written notice. Such revisions shall apply to orders
     received by WARP on or after the effective date of the revision. WARP shall
     price new products at the time of their introduction to market.

8.3  MASTER DISTRIBUTOR shall be responsible for paying all taxes of any nature
     which become due with regard to the distribution or sale of the System to
     Customers, except for taxes on WARP 's income, irrespective of which party
     may be responsible for reporting or collecting such taxes. WARP will
     invoice MASTER DISTRIBUTOR for all shipping charges and such invoices will
     be due and payable by MASTER DISTRIBUTOR by thirty (30) days from the date
     of such invoice.

8.4  Cooperative Advertising Program fully described in Exhibit D attached
     hereto. WARP may modify any such terms and conditions, or terminate such
     program, on at least 30 days' written notice to the MASTER DISTRIBUTOR.
     Upon termination of this agreement by either party, the Cooperative
     Advertisng Allowance shall expire immediately. No funds will be given or
     credited to the MASTER DISTRIBUTOR after such termination.

     Cooperative Advertising Program. WARP shall grant a cooperative advertising
     allowance of up to 1% of the Customer sales price for Systems (the
     "Cooperative Advertising Allowance"). Such allowance is to be available to
     the MASTER DISTRIBUTOR for the purposes of promotion and marketing of
     System consistent with the current terms and conditions of WARP's

Section 9:  Relationship of Parties During the Term of this Agreement

9.1  MASTER DISTRIBUTOR, its agents and employees shall under no circumstances
     be deemed agents or representatives of WARP. Other than as set forth in
     this Agreement, neither WARP nor MASTER DISTRIBUTOR shall have any right to
     enter into any contract or commitment in the name of, or on behalf of, the
     other, or to bind the other in any respect whatsoever. The parties shall
     have no right or authority, either express or implied, to assume or create,
     on behalf of the other party, any obligation or responsibility of any kind
     or nature.

Section 10:  Ownership

10.1 MASTER DISTRIBUTOR acknowledges that WARP owns all rights, title and
     interest, including, without limitation, all patent, copyright, trademark,
     trade secrets, intellectual property, moral rights and other proprietary
     rights, in and to the System and the propriatary technology incorporated
     into the System. Nothing herein shall be deemed as giving the MASTER
     DISTRIBUTOR any rights in or to the System or the propriatary technology
     incorporated into the System.

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WARP Solutions Confidential

              WARP MASTER DISTRIBUTOR Master Distribution Agreement

10.2 MASTER DISTRIBUTOR shall not have access to or modify the source code of
     the System, nor shall it translate, reverse engineer, decompile,
     disassemble, or create derivative works based on the System or the
     propriatary technology incorporated into the System.

10.3 MASTER DISTRIBUTOR shall not remove any copyright notice, patent or patent
     pending notice, or other proprietary or restrictive notice or legend
     contained or included in any material provided by WARP.

10.4 The use by MASTER DISTRIBUTOR of the property rights mentioned herein is
     authorized only for the purposes of marketing and selling the System.
     MASTER DISTRIBUTOR will not use, authorize, or permit the use of the name
     WARP or any other trademark owned by WARP as part of its firm, corporate or
     business name or in any other way, without the prior written consent of
     WARP.

Section 11: Confidentiality.

11.1 MASTER DISTRIBUTOR shall not disclose any information concerning the System
     to any person other than those employees, Affiliates, or consultants who
     use the System as part of the sales and marketing effort.

11.2 Both parties, using utmost care, shall hold in trust for each other and
     shall not use or disclose to any third party any Confidential Information
     which may be disclosed in connection with performance under this Agreement,
     and both parties shall employ all reasonable measures to protect
     Confidential Information from unauthorized or inadvertent disclosure,
     including measures no less protective than those measures that each party
     employs to protect its own information of a like nature.

11.3 Unless required by law, and except to assert their rights hereunder or for
     disclosures to employees with a need to know, the parties agree not to
     disclose the terms of this Agreement or matters relating thereto to any
     third party without the prior written consent of the other party.

11.4 All provisions of this Section and of the NDA shall remain in effect and
     survive the termination or expiration of this Agreement. In the event of
     any conflict between the provisions of this Agreement and those of the NDA,
     the provisions of the NDA shall take precedence.

Section 12: Promotion

12.1 WARP may refer to MASTER DISTRIBUTOR by name in its filings with the
     Securities and Exchange Commission, its press releases and its advertising
     and promotional materials in connection with MASTER DISTRIBUTOR'S business
     association with WARP.

Section 13: Product Warranty

13.1 WARP represents, warrants and covenants that it has full title to and
     ownership of the System and the propriatary technology incorporated into
     the System, free and clear of liens, claims and encumbrances.

13.2 WARP agrees to indemnify, defend and hold harmless the MASTER DISTRIBUTOR,
     its directors, officers, employees and agents, and defend any action
     brought against same with respect to any claim, demand, cause of action,
     debt or liability, to the extent that such action is based upon a claim
     arising our of or relating to any infringement of a copyright, trademark,
     trade secret, patent or other intellectual property right of any third
     party as a result of the MASTER DISTRIBUTOR'S use of the System in
     accordance with this Agreement. MASTER DISTRIBUTOR agrees to furnish WARP
     with prompt notice of such infringement claim, whereupon MASTER DISTRIBUTOR
     hereby authorizes WARP to defend such claim and agrees to cooperate and
     assist WARP fully in such defense, at WARP'S expense.

13.3 Indemnification. MASTER DISTRIBUTOR agrees to indemnify and hold WARP
     harmless from any liability, loss, damage, cost or expense (including
     reasonable attorney's fees and costs) incurred by WARP arising out of a
     claim by any third party against WARP as a result of the activities of the
     MASTER DISTRIBUTOR. The obligations of the MASTER DISTRIBUTOR hereunder
     shall survive the termination of this Agreement.

13.4 THE SYSTEM IS PROVIDED "AS IS". EXCEPT AS EXPRESSLY SET FORTH ABOVE IN
     SECTION 13.1, WARP HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED,
     OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WARP DOES NOT WARRANT
     THAT THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE.

13.5 LIMITATION OF LIABILITY. EXCEPT FOR WARP'S OBLIGATIONS UNDER SECTION 13.2,
     IN NO EVENT SHALL WARP'S LIABILITY TO MASTER DISTRIBUTOR OR ANY THIRD PARTY
     ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY RECEIVED BY
     WARP HEREUNDER DURING THE PREVIOUS SIX (6) MONTHS. EXCEPT IN THE EVENT OF A
     BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANOTHER
     PARTY OR ANY THIRD PARTY FOR ANY INTERRUPTION IN THE OPERATION OF SUCH
     PARTY'S LOSS OF DATA, COSTS OF PROCUREMENTS OF SUBSTITUTE GOODS OR SERVICES
     OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER ANY
     CAUSE OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
     SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF AN
     ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

Section 14: Force Majeure

14.1 Neither WARP nor MASTER DISTRIBUTOR shall be liable for any failure,
     inability or delay to perform hereunder, if such failure, inability or
     delay is due to war, strike, fire, explosion, sabotage, accident, casualty,
     government law or regulation or any other cause beyond the reasonable
     control of the party so failing, and if due diligence shall be used in
     resuming performance.

Section 15: Waiver

15.1 The failure of the parties in any instance to insist upon strict
     performance of any provision of this Agreement shall not be construed to be
     a waiver or relinquishment of all provisions or a waiver or relinquishment
     of a right to insist upon strict performance in the future; rather, such
     strict performance shall continue in full force and effect.

Section 16: Modifications

16.1 Except as otherwise explicitly provided herein, this Agreement sets forth
     the entire understanding of the parties; any amendment, modification or
     waiver of any provision of this Agreement, or consent to any departure from
     the terms and conditions of this Agreement, must be in writing and signed
     by the parties hereto in order to be effective. Any such amendment,
     modification or waiver shall be effective only in the specific instance and
     for the specific purpose stated.

Section 17: Notices

17.1 All notices under this Agreement shall be in writing and sent by mail,
     e-mail or facsimile, addressed as follows:
     WARP: Brian Matzke
     WARP Solutions, Inc.
     535 West 34 Street, 5th Floor
     New York, NY 10001
     USA
     E-mail: bmatzke@warpsolutions.com
     Fax: (646) 792-2812
     Tel.  (212) 962-9277

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WARP Solutions Confidential

              WARP MASTER DISTRIBUTOR Master Distribution Agreement

     MASTER DISTRIBUTOR: [Kelvin Kim, President
     CDI Technologies, Inc.
     1630 Oakland Road, Suite A113
     San Jose, CA 95131
     1-408-441-6930
     1 408-441-8743 FAX

17.2 Notices shall be effective upon receipt. The address indicated above for
     either party may be changed by prior written notice to the other party.

Section 18: Severability

18.1 If any provision of this Agreement is determined to be invalid for any
     reason, such determination shall not affect the validity of the remaining
     provisions hereof, which shall continue in full force and effect. The
     invalid term or provision shall be replaced by such valid term or provision
     as comes closest to the intention underlying the invalid term or provision.

Section 19: Jurisdiction

19.1 The interpretation, construction and effect of this Agreement shall be
     governed and construed in all respects in accordance with the Laws of
     United States, the State of New York without regard to its conflicts of law
     principles or to the United Nations Convention on Contracts for the
     International Sale of Goods, and the parties hereby submit to the exclusive
     jurisdiction of the state and federal courts of the State of New York.
     MASTER DISTRIBUTOR consents to a non-jury trial.

Section 20: Non-solicitation

20.1 During the term of this Agreement and for twelve (12) months thereafter,
     MASTER DISTRIBUTOR shall not induce or influence, or attempt to induce or
     influence, any person who is engaged as an employee or consultant of WARP
     to terminate his or her engagement with WARP. MASTER DISTRIBUTOR shall not
     be in violation of this provision if a WARP employee or consultant responds
     to a public advertisement for employment.

Section 21: Entire Agreement

21.1 This Agreement, the attached Exhibits hereto, and any agreement between the
     parties expressly identified herein, constitute the entire agreement and
     understanding between the parties hereto with respect to the subject matter
     hereof and supersede any and all prior agreements and understandings, oral
     or written, relating to the subject matter hereof.

Section 22: Non-Assignability

22.1 This Agreement shall be binding on the parties hereto. Neither party may,
     or shall have the power to, assign this Agreement without the prior written
     consent of the other party, and any assignment made without such consent
     shall be void and of no effect as between the parties and shall be deemed a
     breach of this Agreement. Notwithstanding the foregoing, either party,
     without the prior written consent of the other party, shall have the right
     to assign or sublicense this Agreement and any right or obligation
     hereunder to an entity which acquires all or substantially all of the
     assets of such party or to any successor in a merger or acquisition of such
     party, during the term of this Agreement.

Section 23: Conflict of Provisions

23.1 In the event of a conflict between the provisions of any Exhibit hereto and
     the provisions set forth in the body of this Agreement, the provisions of
     this Agreement shall govern.

Section 24: Section Numbers and Headings

24.1 The section numbers and headings used herein are for information only and
     shall not affect the interpretation of any provision of this Agreement.

Section 25: Binding Effect

25.1 This Agreement shall be binding upon and inure to the benefit of WARP and
     its authorized successors and assigns, under this Agreement, and MASTER
     DISTRIBUTOR and its authorized successors and assigns, under this
     Agreement.

Section 26: Survival

26.1 The provisions set forth under Section 10, 11, 13 and 20 in this Agreement
     shall survive the expiration, termination or rescission of this Agreement
     and continue in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.

    WARP SOLUTIONS, INC.                    MASTER DISTRIBUTOR


    By:
       ----------------------------         ----------------------------
          (Authorized signature)                (Authorized signature)

    Name:
         --------------------------         ----------------------------
         (Name of signer, printed)            (Name of signer, printed)

    Title:
          -------------------------         ----------------------------
          (Title of signer, printed)         (Title of signer, printed)

    Date:
         --------------------------         ----------------------------


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