EXHIBIT 10.5

WARP Solutions Confidential

              WARP MASTER DISTRIBUTOR Master Distribution Agreement


THIS MASTER DISTRIBUTOR AGREEMENT (the "Agreement'), is made as of this _1__ day
of ___August___ 2002_ (the "Effective Date") by and between Macnica Networks
Company, a division company of MACNICA, Inc. , including its employees, agents,
contractors and Affiliates, and including such Affiliates' employees, agents and
contractors (collectively, "MASTER DISTRIBUTOR"), a Japanese corporation, with a
place of business at __Macnica Building. # 2, 1-5-5-Shin Yokohama, Kohoku-ku
Yokohama-City, 222-8562 Japan__ , 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 for useor
                  resale.
         (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 Customers (end users, resellers
                  and systems integrators)
         (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 ______August
                  1, 2002______________ .
         (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 the exclusive right to distribute the System to end users,
       resellers and systems integrators in Japan 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 users,
       resellers and systems integrators for the System from all classes of
       potential users of the System. MASTER DISTRIBUTOR will defer end user
       sales opportunities to resellers and systems integrators to the extend
       possible.

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, on the 20th of each month following the date of the invoices
       via wire transfer to WARP's account.
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.

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              WARP MASTER DISTRIBUTOR Master Distribution Agreement

4.3 .
4.4    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.
4.5    The MASTER DISTRIBUTOR shall have the right to obtain and/or retain the
       rights to distribute other network appliances complimentary r to the
       System from other vendors. It cannot obtain and/or retain the rights to
       distribute products that compete directly with the System.
4.6

Section 5:  MASTER DISTRIBUTOR's Obligations

5.1    MASTER DISTRIBUTOR agrees to purchase Systems for the sole purpose of
       reselling them to Customers.
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 and first line of after sale support.The
       MASTER DISTRIBUTOR will perform such services in a professional and
       workman-like manner and will insure that it's resellers and systems
       integrators provide the same high level of service.
5.6    MASTER DISTRIBUTOR agrees to purchase a demonstration unit and related
       servive for purposes of demonstration and support. The price of this unit
       is specified in Exhibit B.
5.7    MASTER DISTRIBUTOR agrees to purchase a WARP Service Level Agreement
       (SLA) for each end customer that purchases the System in Japan.. The
       pricing of this support is provided in Exhibit B. The WARP Service Level
       Agreement is attached as an accompanying document.
5.8    MASTER DISTRIBUTOR agrees to insure that any reseller or systems
       integrator that it distributes the System to for resale is properly
       trained and certified according to programs that it puts in place that
       are no less comprehensive than WARP's training programs.
5.9    MASTER DISTRIBUTOR agrees to make it mandatory that each reseller or
       systems integrator is required to purchase one unit for internal
       demonstration and support purposes.
5.10   MASTER DISTRIBUTOR agrees to prepare a sales and marketing plan with each
       reseller or systems integrator outlining sales targets and specifying the
       intended investment reseller or systems integrator plans on making in
       promoting and selling WARP's products. This document will be provided to
       WARP upon completion. MASTER DISTRIBUTOR will work with reseller and
       systems integrator in achieving sales targets.
5.11   MASTER DISTRIBUTOR agrees to use it's best efforts to achieve the
       following sales targets: 5 units in Q3 2002; 10 units in Q4 2002; 15
       units in Q1 2003.

Section 6: Duration, Renewal and Termination of Agreement

6.1    Duration of Agreement. The term of this Agreement shall commence on the
       Effective Date and, unless terminated by either party as set forth
       herein, shall remain in full force and effect through March 31, 2003

6.2    Renewal. . If MASTER DISTRIBUTOR achieves minimum purchase targets of 20
       units by March 31, 2002,(a minimum of 15 of which need to be supported by
       purchase orders from resellers, systems integrators or end customers),
       the agreement automatically extends for a period of 1 year, through March
       31, 2004. This Agreement will then automatically renew for successive one
       (1) year periods if mutually agreed minimum annual sales targets are
       achieved unless terminated by either party in accordance to the procedure
       described below.
6.3    Termination.
       6.3.1 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.
       6.3.2 Terminations without Cause. Either party may terminate this
       Agreement at any time, after March 31, 2003 (March 31, 2003 if agreement
       automatically extends), upon 90(ninety)days' written notice to the other
       party.
6.4    Upon termination of this Agreement for any reason, MASTER DISTRIBUTOR
       shall immediately return to WARP all unsold Systems (if any) provided by
       WARP in advance of receiving purchase order from MASTER DISTRIBUTOR, and
       any media and documentation that relate to the design, development,
       operation, testing or use of the System or any additions or modifications
       thereto. MASTER DISTRIBUTOR agrees to certify its compliance with the
       foregoing promptly upon WARP's request. In such event that WARP terimates
       the agreement, it will repurchase at MASTER DISTRIBUTORS prices all
       products which are, at the effective date of termination, in MASTER
       DISTRIBUTORS inventory.
6.5 .

Section 7: Prices

7.1    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: 7.1.1 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 7.1.2 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.7.1.3WARP 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. The MASTER DISTRIBUTOR shall purchase
       Products at WARP's Distributor prices and terms which are in effect at
       the time the order is received from the MASTER DISTRIBUTOR. WARP will not
       announce to the public a price increase for thirty (30) days after
       announcement to MASTER DISTRIBUTOR. In the event of a price decrease, all
       undelivered orders shall be billed at the lower price and WARP shall
       reimburse MASTER DISTRIBUTOR in an amount equal to the price decrease for
       all products in it's inventory. The MASTER DISTRIBUTOR shall have thirty
       days after the effective date of the price decrease to submit its claim.
       Upon verification of such claim, WARP shall issue a credit to the MASTER
       DISTRIBUTORS account.
7.2
7.3    MASTER DISTRIBUTOR shall be responsible for paying all taxes

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              WARP MASTER DISTRIBUTOR Master Distribution Agreement

     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.
7.4  WARP will ship orders to MASTER DISTRIBUTOR F.O.B., WARP's domestic
     shipping point. For orders where WARP is directed to by MASTER
     DISTRIBUTOR to ship direct to MASTER DISTRIBUTOR 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.
7.5  STOCK ROTATION / RETURNS Within thirty (30) days after the end of each
     six (6) month period during the term of this Agreement (beginning with
     the effective date hereof), MASTER DISTRIBUTOR may return a quantity of
     Products to Manufacturer for credit provided that the total credit shall
     not exceed 10% of the net sales dollars invoiced by WARP to MASTER
     DISTRIBUTOR during the said six (6) month period. The credit to be issued
     in respect of Product returned shall be the actual net invoice price
     charged for same by WARP to MASTER DISTRIBUTOR less any prior credits
     granted by WARP to MASTER DISTRIBUTOR for the said Product. All Products
     returned in accordance with this provision must be unused and in
     factory-shipped condition. MASTER DISTRIBUTOR has the right to stock
     rotate 100% of the first order of 5 units. This amount will be credited
     to the purchase of replacement products.
7.6  WARP may discontinue the manufacturer and/or sale of any Product. In the
     event of any such discontinuance, WARP shall give MASTER DISTRIBUTOR at
     least sixty (60) days advance written notice thereof. Distributor may, in
     its sole discretion, within sixty (60) days after receipt of such notice,
     notify WARP in writing of MASTER DISTRIBUTOR's intention to return any or
     all Products in its inventory which have been so discontinued. Distributor
     shall receive full credit for all such Products so returned. Any such
     credit shall be in the amount of the actual net invoice price paid by
     Distributor for the discontinued Products less any prior credits. All
     freight charges shall be paid by WARP.
7.7  MASTER DISTRIBUTOR can return initial stock of units and demonstration unit
     by September 20, 2002 if the WARP 2063 does not increase performance as
     measured on supported platforms by reduced latency and increased capacity.

Section 8:  Advertising Program

8.1    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 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.
8.2    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.

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.
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.

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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 BUSINESS, 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

       MASTER DISTRIBUTOR:
       Yutaka Shimowada, Director, Business Development
       Macnica Building #2   1-5-5 Shin-Yokohama, Kohoku-Ku Yokohama City,
       222-8562 Japan
       Shimo-y@networks.macnica.co.jp
       81 45 476 1960
       81 45 476 1970 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.
20.2   During the term of this Agreement and for twelve (12) months thereafter,
       WARP shall not induce or influence, or attempt to induce or influence,
       any person who is engaged as an employee or consultant of MASTER
       DISTRIBUTOR to terminate his or her engagement with MASTER DISTRIBUTOR.
       WARP shall not be in violation of this provision if a MASTER DISTRIBUTOR
       employee or consultant responds to a public advertisement for employment.

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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:                                    /S/ Kiyoshi Nakashima
            ----------------------------        -----------------------------
             (Name of signer, printed)            (Name of signer, printed)

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

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


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