Exclusive
        Distribution Agreement between Security IT Vision, Inc. and Sentex SENSing
        Technologies, Inc. 

         6-5-06
        #5.2 Version 

       

    

    EXCLUSIVE
      DISTRIBUTION AGREEMENT

     

    Table
      of Contents

    
      	1. 	Definitions	2 
	 	 	 
	2. 	Grant of Distribution and Other
              Rights	4 
	 	 	 
	3. 	Payments	4 
	 	 	 
	4. 	Taxes 	5 
	 	 	 
	5. 	Perpetual Term	5 
	 	 	 
	6. 	Ownership of Rights	6 
	 	 	 
	7. 	Warranties and Indemnity of SecITV to
              Distributor 	6 
	 	 	 
	8. 	Representations and Warranties of Distributor
              to SecITV 	10
	 	 	 
	9. 	Marking 	11
	 	 	 
	10. 	Non-Assignment	11 
	 	 	 
	11. 	Infringement by Third Parties 	11 
	 	 	 
	12. 	Third-Party Technology 	12 
	 	 	 
	13. 	Prosecution 	12 
	 	 	 
	14. 	Information and
              Confidentiality 	13 
	 	 	 
	15. 	Survival 	14 
	 	 	 
	16. 	Certain Risk Factors	14 
	 	 	 
	17. 	Covenants of One Party to the Other	14 
	 	 	 
	18. 	General Provisions	15 
	 	 	 
	19. 	Execution of Agreement	17 


    

     

     

    
      
        
        

      

      
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          Exclusive
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             6-5-06
            #5.2 Version 

           

        

      

    

    EXCLUSIVE
      DISTRIBUTION AGREEMENT

     

    This
      EXCLUSIVE DISTRIBUTION AGREEMENT ("Agreement"), dated as of 2th
      June,
      2006 ("Effective Date") is entered into by and between Security IT Vision,
      Inc.,
      an Oregon corporation ("SecITV"), having a place of business at 1380 Lead Hill
      Boulevard, Suite 106, Roseville, California 95661, and Sentex SENSing
      Technologies, Inc., a New Jersey corporation ("Distributor"), having a place
      of
      business at 1801 East 9th Street, Cleveland, Ohio 44114. SecITV and Distributor
      separately are a “Party” and together are the "Parties."

     

    WHEREAS,
      SecITV owns certain Technology (as defined below), including hardware and
      software, relating to identification of people by facial, and fingerprint
      recognition, and desires to grant to Distributor a license to use and distribute
      the Technology as herein set forth; 

     

    WHEREAS,
      Distributor desires to obtain a distribution license from SecITV. 

     

    WHEREAS,
      SecITV and the Distributor are fully aware that, SecITV is only active in OEM
      business activities as at the date hereof. (Distributor is on filling Form
      10QSB
      dated 21th
      April,
      2006.) , Distributor currently has no active operation and is a shell
      corporation.

     

    WHEREAS,
      both Parties are very sophisticated businesspeople with many years of business
      experience, and each is fully aware on the risks based on this transaction,
      and
      each acknowledges same to the other. Notwithstanding, a document setting forth
      certain important risks will be referred to in Section 16.

     

    NOW,
      THEREFORE, in consideration of the foregoing and the respective promises and
      covenants contained in this Agreement, SecITV and Distributor hereby agree
      as
      follows: 

     

    
      	1.	
              Definitions. 

            


    

     

    The
      following terms shall have the meanings set forth below: 

     

    1.1. Affiliate.
      "Affiliate" shall have the meaning ascribed to such term under Rule 405 of
      the
      Securities Act of 1933.

     

    1.2. Corporate
      Governance and Share Issuance Agreement.
      "Corporate Governance and Share Issuance Agreement" means an agreement between
      the parties, as annexed hereto as Exhibit A. 

     

    1.3. Improvements.
      "Improvements" means all inventions protectable by patent that are improvements
      or modifications to the Technology and that are created or developed either
      independently or jointly by SecITV and/or Distributor. 

     

    
      	 	
              1.4.

            	
              Joint
                Technology.
                "Joint Technology" means all Technology and Improvements developed
                jointly
                by the parties.

            


    

     

    
      
        
        

      

      
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              1.5.

            	
              Licensed
                Hardware Products.
                "Licensed Hardware Products" means all products made, have made,
                used,
                offered for sale or sold by Distributor incorporating or developed
                using
                the Licensed Technology for Security Applications.
                 ́

            


    

     

    
      	 	
              1.6.

            	
              Licensed
                Services.
                "Licensed Services" means all services provided by Distributor
                incorporating or developed using the Licensed Technology for Security
                Applications. 

            


    

     

    
      	 	
              1.7.

            	
              Licensed
                Software Products.
                "Licensed Software Products" means all products made, have made,
                used,
                offered for sale or sold by Distributor incorporating or developed
                using
                the Licensed Technology for Security Applications.
                

            


    

     

    
      	 	
              1.8.

            	
              Licensed
                Technology.
                "Licensed Technology" means any and all SecITV Technology, SecITV
                Patents,
                SecITV Derivative Works, and SecITV Improvements.
                

            


    

     

    
      	 	
              1.9.

            	
              Patents.
                "Patents" means all U.S. patents and patent applications relating
                to the
                Technology (only if filed in the USPTO during the term of this Agreement),
                including all continuations, continuations-in-part, divisionals,
                reissues,
                reexamination certificates, extensions and renewals, and including
                all
                foreign counterparts thereto, owned by or licensed to SecITV and/or
                Distributor or Parent, that relate to verifying identification of
                people
                by means referred to above, including
                all patents and patent applications, if any, identified in Exhibit B.
                

            


    

     

    
      	 	
              1.10.

            	
              Person.
                "Person" means an individual, a corporation, a partnership, an
                association, a limited liability company, a trust, any unincorporated
                organization or a government or a political subdivision thereof.
                

            


    

     

    
      	 	
              1.11.

            	
              Product.
                "Product" means that as is fully described in Exhibit
                C.

            


    

     

    
      	 	
              1.12.

            	
              Security
                Applications.
                "Security Applications" means any and all uses relating to
                (i) securing and/or providing restricted access to information,
                systems, technology, locations or things, and (ii) confirming or
                verifying identification or authorization, and identifying individuals
                or
                authorized users, each as more completely identified and detailed
                in
                Exhibit D. 

            


    

     

    
      	 	
              1.13.

            	
              Technology.
                "Technology" means the technology, processes, ideas, concepts, inventions,
                invention disclosures, laboratory notebooks, know-how, discoveries,
                trade
                secrets, improvements, design information, drawings, plans, technical
                data, shop rights, engineering documentation, engineering notebooks,
                specifications, blueprints, mask works, flow charts, diagrams, software
                (in object and source code), models, prototypes and other intellectual
                property developed (i) by SecITV prior to or during the term of the
                License, (ii) by Distributor during the term of the License or
                (iii) jointly by SecITV and Distributor during the term of the
                License, pertaining to any and all Security
                Applications.

            


    

     

     

    
      
        
        

      

      
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              2.

            	
              Grant
                of Distribution and Other Rights. 

            


    

     

    
      	
              2.1.

            	
              Licensed
                Technology Grant.
                SecITV, subject to Sections 5.1, 5.2, 5.3, 5.4, and 10, hereby appoints
                Distributor licenses and grants to Distributor the sole right to
                act as
                SecITV's exclusive distributor and sales representative in the Territory
                to use Licensed Technology as herein provided to make, have, have
                made,
                use, offer to sell, sell, and import Licensed Hardware Products and
                Licensed Software Products, and provide Licensed Services only for
                Security Applications, except as limited herein. Further, SecITV
                also
                grants to Distributor the right, power, and license to appoint
                sub-distributors as is set forth in Section 2.1
                below. Distributor hereby accepts the appointment and agrees to assume
                the
                powers granted to it hereunder and, as a part thereof, to distribute
                the
                Products in the territory.

            


    

     

    
      	
              2.2.

            	
              Subdistributors.
                Upon the prior written request by Distributor, SecITV shall have
                the
                option, at its sole and absolute discretion, to allow Distributor
                to
                appoint one or more sub-distributors under the Licensed Technology
                commensurate in scope with the distribution rights appointed hereunder,
                which shall not be unreasonably withheld. Notice of the disallowance
                of
                any sub-distribution that Distributor has requested pursuant to this
                Section 2.1
                shall be provided to Distributor in writing no later three (3) business
                days after receipt of such request by SecITV. If SecITV does not
                respond
                to Distributor's request within such period, the sub-distribution
                shall be
                deemed to be consented to by SecITV, provided,
                however, that the terms of any sub-distribution shall be no less
                restrictive on any sub-distribution than the terms of this Agreement
                are
                on Distributor. All sublicenses shall transfer to SecITV upon termination
                of this Agreement. 

            


    

     

    
      	
              2.3.

            	
              Consideration.
                As consideration for SecITV appointingDistributor the rights provided
                for
                in this Agreement, Distributor shall, subject to the other provisions
                of
                this Agreement pay SecITV through the issuance of restricted shares
                of
                Common Stock, as set forth in detail in Exhibit C. 

            


    

     

    
      	
              3.

            	
              Restrictions
                on Technology. 

            


    

     

    3.1.
      Distributor agrees that it shall not use or license the right to use the
      Technology, nor shall it or shall it allow a third party to make, have made,
      use, offer to sell, sell, have sold or import any products or services using
      the
      Technology for other than Security Applications. All revenues derived by
      Distributor from the use or license of the Technology as provided for hereunder
      shall belong to Distributor.

     

    
      	
              4.

            	
              Payments. 

            


    

     

    
      	
              4.1.

            	
              Pass
                Through Royalties and Fees.
                With the prior written agreement of Distributor to incur the expenses
                noted, All royalties and fees assessed against, accrued or payable
                by
                SecITV to a third party, if any, relating to the Licensed Software
                Products, the Licensed Hardware Products and the Licensed Services
                shall
                be paid to SecITV by Distributor, at least five (5) business days
                before any such royalties or fees are payable by SecITV to such third
                party. All royalty and fee amounts shall be paid by check or in cash
                in
                U.S. dollars. Each payment shall be accompanied by a report identifying
                all sales, in dollars and in number of units, that form the basis
                for such
                royalty calculations or fees payable, and amounts paid.
                

            


    

     

    
      
        
        

      

      
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              4.2.

            	
              SecITV
                receives for his its technology a fee of 5% for the use of the technology
                if the product is manufactured from Distributor based on agreement.
                The
                base for the fee is the net manufacturing cost to
                Distributor

            


    

     

    
      	
              5.

            	
              Taxes. 

            


    

     

    5.1. SecITV
      is
      not responsible for any sales, use, value-added, personal property or other
      taxes imposed on either Distributor's use, possession, offer for sale, or sale
      of Licensed Products. Each Party shall be solely responsible for any taxes
      based
      on its own net income, as well as for obtaining its own professional tax advice
      relating to this Agreement.

     

    
      	
              6.

            	
              Perpetual
                Term. 

            


    

     

    6.1. This
      distribution agreement set forth in this Agreement shall be perpetual and at
      the
      least have a term of fifty (5) years. Further, once the Shares are transferred
      to SecITV by Distributor as contemplated by the Share Issuance Agreement, this
      distribution shall be fully paid, non-assignable, and may not be terminated
      by
      SecITV for any reason whithin above mention period. 

     

    6.2. Any
      and
      all disputes which may arise between SecITV and Distributor arising under this
      Agreement which cannot be promptly settled amicably as between themselves or,
      by
      their nature, require judicial termination, shall be decided by arbitration
      under the rules of the American Arbitration Association ("AAA"), Cleveland,
      Ohio
      office, with a single arbitrator, to be agreed upon by the parties, or if not
      selected within thirty (30) days, to be selected according to the AAA
      rules, with the parties endeavoring to conclude such arbitration within six
      (6) months from initiation of the arbitration. All arbitration fees, costs
      and expenses shall be paid by the losing party to any such
      arbitration. 

     

    6.3. Upon
      termination of this Agreement, Distributor shall immediately cease all
      manufacture, use, sale and providing of Licensed Hardware Products, Licensed
      Software Products and Licensed Services and, to the extent reasonably
      practicable, each party shall promptly return and deliver to the other party
      all
      Licensed Technology and Confidential Information belonging to such party that
      is
      in its possession, and shall certify in writing that it has not knowingly
      retained any copies of such. 

     

    
      
        
        

      

      
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              7.

            	
              Ownership
                of Rights. 

            


    

     

    7.1. Ownership
      of Licensed Technology.
      Distributor acknowledges and agrees that title to and ownership of the Licensed
      Technology and all of the applicable intellectual property rights in and to
      the
      Licensed Technology shall be as follows: 

     

    7.1.1. All
      Technology developed solely by SecITV ("SecITV Technology") and Improvements
      developed by SecITV ("SecITV Improvements") shall be owned by and remain the
      sole and exclusive property of SecITV. Distributor acknowledges that this
      Agreement does not convey any interest in and to the SecITV Technology or SecITV
      Improvements or the intellectual property rights therein other than the
      distribution rights set forth in Sections 2,
      2.1,
      and
2.2
      herein. 

     

    7.1.2. All
      Technology developed solely by Distributor ("Distributor Technology") and
      Improvements developed by Distributor ("Distributor Improvements") shall be
      owned by and remain the sole and exclusive property of Distributor. SecITV
      acknowledges that this Agreement does not convey any interest in and to the
      Distributor Technology or Distributor Improvements or the intellectual property
      rights therein other than the license rights set forth in
      Section 2.3.
      

     

    7.1.3. All
      Technology and Improvements developed jointly by the Parties ("Joint
      Technology") shall be jointly owned by and remain the jointly owned property
      of
      the Parties in equal share. Any and all Derivative Works, SecITV Improvements
      and Distributor Improvements shall be subject to one or more separate
      development agreements and/or licenses to be negotiated by the Parties in good
      faith. 

     

    
      	
              8.

            	
              Warranties
                and Indemnity of SecITV to Distributor.
                SecITV represents and warrants to Distributor that the statements
                contained in this Section 8
                are true and correct

            


    

     

    8.1. Organization,
      Qualification, and Corporate Power.
      SecITV
      is a corporation duly organized, validly existing, and in good standing under
      the laws of the state of its incorporation. SecITV is duly qualified to conduct
      business and is in corporate and tax good standing under the laws of each
      jurisdiction in which the nature of its businesses or the ownership or leasing
      of its properties requires such qualification, except for those jurisdictions
      where the failure to be so qualified would not have a material adverse effect
      on
      SecITV. SecITV has all required corporate power and authority to carry on the
      businesses in which it is engaged and to own and use the properties owned and
      used by it. SecITV is not in default under or in violation of any provision
      of
      its Certificate of Incorporation or By-Laws.

     

    8.2. Capitalization.
      The
      party or parties that control SecITV have all required power and authority
      to
      own and to vote all of the outstanding shares of capital stock of SecITV. There
      are no voting trusts, proxies, or other agreements or understandings with
      respect to the voting of any capital stock of SecITV. The principal owners
      of
      SecITV shall be made a party to this Agreement as is referred to
      below.

     

    
      
        
        

      

      
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    8.3. Authority.
      SecITV
      has all required power and authority to execute and deliver this Agreement
      and
      to perform all of its obligations hereunder and thereunder. The execution,
      delivery, and performance by SecITV of this Agreement and the other documents
      it
      is required to execute and delivery to Distributor hereunder, and the
      consummation by SecITV of the transactions contemplated hereby and thereby
      have
      been duly and validly authorized by all necessary corporate and shareholder
      action. This Agreement has been duly and validly executed and delivered by
      SecITV and constitutes a valid and binding obligation of SecITV, enforceable
      against SecITV in accordance with its terms, subject to applicable bankruptcy,
      insolvency, reorganization, or similar laws affecting the rights of creditors
      generally.

     

    8.3.1. To
      the
      knowledge of SecITV, none of the activities or business presently conducted
      or
      products currently shipped by SecITV, or conducted by or shipped by SecITV
      at
      any time whatsoever, infringes or violates, or constitutes a misappropriation
      of, any intellectual property rights of any person or entity, or violates any
      local, state, or federal law or regulation (collectively, "laws"). SecITV has
      not received any complaint, claim, or notice alleging such infringement,
      violation, misappropriation or laws.

     

    8.4. Brokers'
      Fees.
      SecITV
      has no liability or obligation to pay any finder's fees or commissions to any
      broker, finder, or agent with respect to the transactions contemplated by this
      Agreement.

     

    8.5. Books
      and Records.
      The
      books, records, accounts, ledgers, and files of SecITV, insofar as they pertain
      to the License, are accurate and complete in all material respects and have
      been
      maintained in accordance with good business and bookkeeping
      practices.

     

    8.6. Distributor's
      Agreements as to Product.

     

    
      	 	
              8.6.1.

            	
              Distributor
                shall examine the quality of the Products received by it without
                delay and
                no later than ten (10) days after
                receipt.

            


    

     

    Distributor
      shall promptly (within ten (10) days) lodge a complaint with the Carrier in
      case
      of packing defect and shall note to the carrier the damage.

     

    In
      case
      of quality defect, Distributor shall promptly inform SecITV of
      same.

     

    
      	 	
              8.6.2.

            	
              Any
                Products which Distributor finds to be defective (“Defective Product”) as
                a result of faulty design manufacture or workmanship will at the
                sole
                discretion of SecITV either be replaced free of charge or repaired
                free of
                charge within Warranty from the delivery of the Defective Product,
                provided that:

            


    

     

    
      	
            	8.6.3.	
              The
                Distributor shall state, in its opinion, whether or not the Product
                has
                not been misused, mishandled, overloaded, amended, modified or repaired
                in
                any way byDistributor, its servants or agents, or used for any other
                than
                that for which they were designed.

            


    

     

    
      
        
        

      

      
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            	8.6.4.	
              The
                Defective Product shall be returned by Distributor to SecITV properly
                packed carriage paid to SecITV and repaired or replaced Products
                will be
                returned free-of-charge to destinations as directed by
                Distributor.

            


    

    


    a) Subject
      to the foregoing and the following sub-clauses of this clause, all risks shall
      pass to Distributor's Customer and shall be made known to the Customer as part
      of the Purchase Order with respect to Products purchased from
      Distributor.

    


    b) Unless
      otherwise specified, delivery shall be deemed to take place when the Products
      have been delivered to the Customer's premises or other specified delivery
      point, to the Customer’s carrier if to be collected for dispatch
      abroad.

    


    c) All
      dates
      and times specified to the Customer for delivery and installation of the
      Products or the provision of Services are estimates only.

    


    d) If
      the
      Customer does not accept delivery of a consignment of Products in accordance
      with the Contract then:

     

    e.1) SecITV
      shall be entitled to claim payment for the Products refused, and

    


    e.2) The
      Products refused shall be in all respects at the Customer’s risks,
      and

    


    e.3) The
      cost
      of storing the Products shall be borne by the Customer, and

     

    
      	
              8.7.

            	
              Confidentiality.
                Company and Distributor and their employees shall not divulge any
                information that is considered as confidential. This information
                might
                relate but not limited to the Product, to the parties’ affairs or business
                or method of carrying on business

            


    

     

    
      	
              8.8.

            	
              Disclosure.
                No representation or warranty by SecITV or Distributor contained
                in this
                Agreement, and no statement contained in any exhibit or any other
                document, certificate, or other instrument delivered to or to be
                delivered
                by or on behalf of one party to the other pursuant to this Agreement,
                and
                no other statement made by either SecITV or Distributor or any
                representatives of SecITV or Distributor, one Party to the other,
                in
                connection with this Agreement, contains or will contain any untrue
                statement of a material fact or omit or will omit to state any material
                fact necessary, in light of the circumstances under which it was
                or will
                be made, in order to make the statements herein or therein not misleading.
                SecITV has disclosed to Distributor all material information relating
                to
                the business of SecITV, the Joint Technology, and/or the transactions
                contemplated by this Agreement.

            


    

     

    
      	
              8.9.

            	
              Definition
                of Knowledge.
                in each case where a representation or warranty of SecITV contained
                in
                this Section 8
                is
                qualified as being "to the knowledge of SecITV," such knowledge shall
                be
                deemed to consist of the actual knowledge of any director, officer,
                or
                member of management of SecITV, in each case after actually conducting
                a
                reasonable investigation.

            


    

     

    
      
        
        

      

      
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    8.10. Limitations.
      Nothing
      contained in this Agreement shall be construed as creating any form of license
      or rights under any patents, copyrights, mask works, trademarks, service marks,
      trade names, service names, trade dress, trade secrets, know-how, or
      confidential information owned or controlled by SecITV, other than as
      specifically indicated herein. 

     

    8.11. Indemnities. 

     

    8.11.1. By
      SecITV.
      SecITV
      shall indemnify, defend and hold harmless Distributor against any claim, demand
      or cause of action (a) resulting from a breach of any provision of this
      Agreement by SecITV; or (b) relating to infringement based on the use by
      Distributor of any one or more of the Licensed Hardware Products, Licensed
      Services, Licensed Software Products, Licensed Technology, and Patents in
      conformance with the specifications or the requirements of this Agreement;
      provided that indemnification by SecITV under (b) shall not apply to any
      allegation or determination of infringement to the extent that such infringement
      is based on (i) the use of application code or modifications developed by
      Distributor or a third party, if such infringement would have been avoided
      in
      the absence of such use; (ii) the use of any other software or hardware
      that is used in conjunction with the Product, if such infringement would have
      been avoided in the absence of such combination or use; (iii) the
      unauthorized use of the Product; or (iv) use of the Product not in
      conformance with the specifications or the requirements of this Agreement;
      and
      provided, further, that this indemnification shall be contingent upon
      Distributor notifying SecITV within ten (10) days of learning of any such claim,
      demand, or cause of action within ten (10) days thereof, and providing SecITV
      with such assistance as reasonably requested by SecITV in defending against
      such
      claim, demand or cause of action; and (v) based on or resulting from a breach
      of
      any provision of the Agreement by SecITV. 

     

    8.11.2. By
      Distributor.
      Distributor shall indemnify, defend and hold harmless SecITV against any claims,
      demands or causes of action (a) alleging infringement of any third party
      intellectual property rights based on (i) the use of application code or
      modifications developed by Distributor or a third party, (ii) the use of
      any other software or hardware that is used in conjunction with the Product,
      (iii) the unauthorized use of the Product, or (iv) use of the Product
      not in conformance with the specifications or the requirements of this
      Agreement, (b) based on the unauthorized use of the Product by Distributor,
      or (c) based on or resulting from a breach of any provision of this
      Agreement by Distributor. 

     

    8.12. Product
      Warranties.
      SECITV HEREBY DISCLAIMS AND WAIVES ALL RIGHTS TO CONTEST ALL IMPLIED WARRANTIES
      OF ANY SORT, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
      PARTICULAR PURPOSE WITH RESPECT TO THE TECHNOLOGY, IMPROVEMENTS, LICENSED
      HARDWARE PRODUCTS, LICENSED SOFTWARE PRODUCTS AND LICENSED
      SERVICES. 

     

    
      
        
        

      

      
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    8.13. Mitigation.
      In the
      event that any claim, demand or cause of action ("Claim") is asserted against
      SecITV or Distributor alleging infringement of any third party's intellectual
      property rights resulting from grant or rights made hereunder or the the use
      by
      Distributor of the Product, SecITV promptly shall use commercially reasonable
      efforts to seek to resolve such Claim by one or more of the following:
      (a) modifying the Product such that it no longer infringes or
      (b) obtaining a license, subject to the prior written agreement of
      Distributor, intellectual property asserted to have been infringed (the payments
      under which shall be borne by Distributor). Should it be commercially
      unreasonable for SecITV to undertake either (a) or (b), or if the payments
      under (b) are unduly burdensome for Distributor, then Distributor may
      either (x) terminate this Agreement, (y) request that SecITV remove
      the infringing subject matter (at SecITV's expense) or (z) continue using
      the Product, provided,
      that in
      such event Distributor shall bear all costs and expenses and responsibility
      for
      defending against and payment of any and all damages relating to Distributor's
      use of the Product and any lawsuits, proceedings and/or settlements relating
      to
      any such Claims. 

     

    
      	
              9.

            	
              Representations
                and Warranties of Distributor to SecITV.
                Distributor represents and warrants to SecITV as
                follows:

            


    

     

    9.1. Organization.
      Distributor is a corporation duly organized, validly existing, and in good
      standing under the laws of the state of its incorporation.

     

    9.2. Authorization
      of Transaction.
      Distributor has all required power and authority to execute and deliver this
      Agreement and to issue the Shares and to perform its obligations hereunder
      and
      thereunder. The execution and delivery of this Agreement by Distributor and
      the
      performance of this Agreement and the consummation of the transactions
      contemplated hereby and thereby by Distributor have been duly and validly
      authorized by all necessary corporate and shareholder actions. This Agreement
      has been duly and validly executed and delivered by Distributor and constitutes
      a valid and binding obligation of Distributor, enforceable against it in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, or similar laws affecting the rights of creditors
      generally.

     

    9.3. Noncontravention.
      Neither
      the execution and delivery of this Agreement nor the contemplated issuance
      and
      transfer and sale of the Shares by Distributor, nor the consummation by
      Distributor of the transactions contemplated hereby or thereby, will (a)
      conflict or violate any provision of the charter or Code of Regulations of
      Distributor, (b) required on the part of Distributor any filing with, or permit,
      authorization, consent or approval of, any governmental entity, (c) conflict
      with, result in breach of, constitute (with or without due notice or lapse
      of
      time or both) a default under, result in the acceleration of, create in any
      party any right to accelerate, terminate, modify, or cancel, or require any
      notice, consent, or waiver under, any contract, lease, sublease, license,
      sublicense, franchise, permit, indenture, agreement, or mortgage for borrowed
      money, instrument of indebtedness, security interest, or other arrangement
      to
      which Distributor is a party or by which it is bound or to which any of its
      assets is subject, or (d) violate any order, writ, injunction, decree, statute,
      rule, or regulation applicable to Distributor or any of its properties, assets,
      or stock.

     

    
      
        
        

      

      
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    9.4. Brokers'
      Fees.
      Distributor has no liability or obligation to pay any finder's fees or
      commissions to any broker, finder, or agent with respect to the transactions
      contemplated by this Agreement.

     

    
      	
              10.

            	
              Marking. 

            


    

     

    10.1. If
      applicable, Distributor shall permanently mark with the numbers of any patents
      relating to the Licensed Technology owned by SecITV ("Patents") all of the
      Licensed Hardware Products and Licensed Software Products in accordance with
      35
      U.S.C. § 287 and in substantially the following form: "This product is covered
      by one or more of the following United States Patents:      [list
      numbers.]" In addition to marking the Licensed Hardware Products and Licensed
      Software Products in the manner described above, Distributor must also mark,
      in
      substantially the same manner as described above, the box or packaging that
      contains the Licensed Hardware Products or Licensed Software Products.
      Distributor may advertise and reference the fact that the Licensed Hardware
      Products and Licensed Software Products are licensed under the Patents and
      that
      the Patents are owned by SecITV but, except as expressly provided herein, shall
      not otherwise use the name or any trademark or service mark of SecITV to market,
      advertise, or promote the Licensed Hardware Products, Licensed Software Products
      or Licensed Services or any other products or services without SecITV's express
      written consent, which consent shall not be unreasonably withheld. 

     

    
      	
              11.

            	
              Non
                Assignment. 

            


    

     

    11.1. Distributor
      may not assign this Agreement or any of the rights or privileges under this
      Agreement without the prior written consent of SecITV which consent shall not
      be
      unreasonably withheld. For purposes of this Agreement, Distributor shall be
      deemed to have assigned this Agreement in derogation of this provision, if
      Distributor permits or fails to prevent any other person or entity to take
      the
      place of Distributor hereunder by merger, consolidations, stock transfer, other
      reorganization or as a result of bankruptcy. Notwithstanding the above,
      Distributor may assign this Agreement to an entity that is an Affiliate of
      Distributor. The validity of any approved or allowable assignment of this
      Agreement or any of the rights or privileges under this Agreement shall be
      subject to the assignee agreeing in advance in writing to be bound by the terms
      of this Agreement. Any attempted assignment in derogation of the foregoing
      shall
      be void.

     

    
      	
              12.

            	
              Infringement
                by Third Parties. 

            


    

     

    12.1. SecITV
      shall have the sole and exclusive right to bring suit and initiate proceedings
      relating to any infringement of the Patents or misappropriation of the
      Technology or Improvements and to settle the same. All costs and expenses
      relating to any such suit or suits or proceeding shall be paid for by SecITV,
      and shall not be the responsibility of Distributor, and any and all recoveries,
      awards, or payments from said suits or any settlements thereof shall be the
      property of SecITV. Distributor shall reasonably cooperate with and assist
      SecITV in all such suits as SecITV deems reasonably appropriate or necessary
      and
      all costs and expenses thereof shall be borne by SecITV. If Distributor becomes
      aware of any infringement of any Patent or misappropriation of the Technology
      or
      Improvements by any third-party, Distributor shall promptly notify SecITV of
      such and provide SecITV with any and all evidence thereof in its possession
      or
      control. 

     

    
      
        
        

      

      
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              13.

            	
              Third
                Party Technology.

            


    

     

    13.1. The
      parties acknowledge that certain software, equipment or technology of third
      parties, including without limitations, facial, speech, eye, and fingerprint
      recognition software and hardware, may be required to operate or provide support
      for the Licensed Hardware Products, Licensed Software Products or Licensed
      Services or to evidence the practice the Licensed Technology. SecITV shall
      cooperate with Distributor to identify any such third party technology that
      may
      be available to Distributor, but SecITV shall not be obligated to pay for the
      purchase or licensing of any such third party technology or any third party
      intellectual property rights relating to such technology. 

     

    
      	
              14.

            	
              Prosecution. 

            


    

     

    14.1. By
      SecITV.
      SecITV
      shall retain the right but not the obligation to prosecute and/or maintain
      the
      Patents that may relate to the SecITV Technology and Joint Technology and any
      other intellectual property rights relating thereto. Distributor shall cooperate
      with SecITV in any prosecution of pending applications concerning any SecITV
      Technology and Joint Technology by providing upon request technical information
      and data in an appropriate form relating to the subject matter of any pending
      applications or issued patents. SecITV shall be responsible for all costs and
      expenses with respect to the SecITV Technology. SecITV and Distributor shall
      share equally all costs and expenses with respect to the Joint Technology.
      

     

    14.2. By
      Distributor.
      Distributor shall retain the right but not the obligation to prosecute and/or
      maintain the Patents that may relate to the Distributor Technology or any other
      intellectual property rights relating thereto. Distributor shall be responsible
      for all costs and expenses with respect to the Distributor Technology.


     

    14.3. Failure
      to Prosecute.
      Should
      a Party fail to or choose not to prosecute or maintain any patents relating
      to
      the SecITV Technology or the Distributor Technology or pay for the prosecution
      of any patents relating to the Joint Technology, the other Party shall have
      the
      right to prosecute and/or maintain such patents subject to such other Party
      paying for and undertaking such obligation to prosecute and maintain any such
      patents. Should the other Party undertake the obligation to prosecute and
      maintain and pay for any such patents, the non-prosecuting Party shall
      relinquish its right, if any, to prosecute the patent, and the non-prosecuting
      Party shall assign and shall be deemed to have assigned all of its rights in
      same to the prosecuting Party. Upon assignment of any such patent, the assigning
      Party shall be granted by the other Party a license to such patent that is
      commensurate in scope to the rights enjoyed by the assigning Party in such
      patent pursuant to this Agreement prior to the assignment. 

     

    
      
        
        

      

      
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              15.

            	
              Information
                and Confidentiality. 

            


    

     

    15.1. Exchange
      of Information.
      During
      the term of this Agreement, SecITV and Distributor agree to promptly keep each
      other informed on all Improvements conceived or developed by either of them
      to
      the Technology. 

     

    15.2. Confidentiality.
      SecITV
      and Distributor acknowledge that the Licensed Technology licensed pursuant
      to
      this Agreement relates or will relate to information that is not or will not
      be
      publicly available ("Confidential Information"). The Confidential Information
      provided hereunder is valuable, proprietary, and unique, and each Party agrees
      to maintain the confidentiality of the Confidential Information and to be bound
      by and observe the proprietary nature thereof as provided herein. Each Party
      agrees to take diligent action to fulfill its obligations hereunder by
      instruction or agreement with its employees or agents (whose confidentiality
      obligations shall survive termination of employment or agency) who are permitted
      access to the Confidential Information. Access shall only be given on a
      need-to-know basis, except as otherwise set forth herein or as may be permitted
      in writing by the disclosing Party. Without limiting the generality of the
      foregoing, for the avoidance of doubt, each Party agrees that those staff or
      other representatives of the other Party who require access to the Confidential
      Information for support shall not require a license. Neither Party shall use,
      provide or otherwise make available the Confidential Information or any part
      or
      copies thereof to any third party, except its employees, consultants and agents,
      other than as agreed to in writing in advance by the disclosing Party. Prior
      to
      any such disclosure, each party to whom Confidential Information is to be
      disclosed shall agree to terms and conditions concerning exchange of information
      and confidentially as laid down in this Section 15.2.
      The
      terms and conditions of this Agreement are also confidential to the parties.
      Neither party shall disclose any such terms and conditions during the term
      of
      the Agreement and thereafter without prior written approval by the other party,
      except as required by law, and as is set forth in Section. 

     

    15.3. Reverse
      Engineering.
      Distributor shall not reverse engineer, decompile or disassemble the Licensed
      Technology or any portion thereof, nor otherwise attempt to create or derive
      the
      Licensed Technology except as permitted by law. Distributor acknowledges and
      agrees that that unauthorized reproduction, use, or disclosure of the Licensed
      Technology or any part thereof is likely to cause irreparable injury to SecITV,
      who shall therefore be entitled to injunctive relief to enforce these license
      restrictions, in addition to any other remedies available at law, in equity,
      or
      under this Agreement, and without the need to post funds, even if ordinarily
      required. 

     

    15.4. Confidentiality
      Exceptions.
      Notwithstanding the provisions of this Section 15,
      the
      confidentiality obligations hereunder shall not apply to (i) information
      that is known to the public or is generally known within the industry or
      business, (ii) information that is (was) required to be disclosed pursuant
      to law (i.e., SEC disclosure requirements) or order of a court having
      jurisdiction (provided that the party required so to disclose such Confidential
      Information shall offer the party owning such Confidential Information the
      opportunity to obtain an appropriate protective order or administrative relief
      against disclosure of such Confidential Information) but only to the extent
      of
      any such required disclosure, and (iii) information that was legally
      acquired by SecITV or Distributor, as the case may be, from a third-party in
      good faith, provided that such disclosure by the third-party was not in breach
      of any agreement between such third-party and SecITV or Distributor, as the
      case
      may be. 

     

    
      
        
        

      

      
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              16.

            	
              Survival. 

            


    

     

    The
      terms
      of Sections 2, 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 7, 7.6, 12, 14.2 shall survive
      the termination or expiration of this Agreement. 

     

    
      	
              17.

            	
              Certain
                Risk Factors. 

            


    

     

    Risk
      factors relating to the Distributor's issuance of its common stock as referred
      to herein are set forth in Exhibit ___.

     

    
      	
              18.

            	
              Covenants
                of One Party to the Other.

            


    

     

    18.1. Distributor
      shall at its own expense apply for all approvals for all those products the
      Distributor wants to sell in the Territory. Such approvals shall belong to
      SecITV and be held in SecITV’s sole name.

     

    18.2. Distributor
      shall not make any additions or modifications to the Product without SecITV’s
      prior written approval. The Product can be sold only in the original form and
      in
      the original packing. In the event that Distributor makes any such permissible
      additions or modifications to the Product, full details shall be notified by
      the
      Distributor to SecITV in writing within seven (7) days of their being carried
      out. SecITV shall not be liable for, whether under this Agreement or otherwise,
      for any consequences arising from such additions or modifications nor for any
      resultant defect of the Product.

     

    18.3. Distributor
      shall pursue its activities in co-operation with SecITV, informing SecITV of
      its
      activities (marketing and sales) consistently.

     

    18.4. Distributor
      has the right to set out its own sales prices to its customers

     

    18.5. Distributor
      shall inform SecITV on the sales price achieved.

     

    18.6. Distributor
      shall bring to the notice of SecITV any information received by it and which
      is
      likely to be of use or benefit to SecITV in relation to the marketing of the
      Product, which might affect sales of the Product.

     

    18.7. Distributor
      shall not make any representations, warranties or guaranties with reference
      to
      the Product except such as are consistent with the current conditions of sale
      of
      SecITV, and the warranties to be set forth in Purchase Orders.

     

    18.8. Shall
      not
      incur any liability on behalf of SecITV or in any way pledge or purport to
      pledge SecITV’s credit or accept any order or make any contract on behalf of
      SecITV. 

     

    
      
        
        

      

      
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    18.9. Exhibits.
      All
      Exhibits referred to herein are made a part hereof and incorporated herein
      as if
      fully rewritten herein. 

     

    18.10. Entire
      Agreement.
      The
      Agreement, along with the exhibits hereto, and subject to the agreements of
      certain shareholders of Distributor and SecITV as set forth below, are the
      final
      and entire agreement between the parties relating to the subject matter and
      supersedes any and all prior or contemporaneous discussions, statements,
      representations, warranties, correspondence, conditions, negotiations,
      understandings, promises and agreements, oral and written, with respect to
      such
      subject matter.

     

    18.11. Agreement
      of SecITV's Controlling Parties.
      The
      Agreement of SecITV's controlling parties is set forth after the corporate
      signature page.

     

    
      	
              19.

            	
              General
                Provisions.

            


    

     

    19.1. Choice
      of Law.
      This
      Agreement will be governed by, and construed and interpreted according to,
      the
      substantive laws of the State of Ohio, without regard to its choice of law
      provisions. 

     

    19.2. Choice
      of Forum.
      Any
      claim or action brought by SecITV arising in any way out of this Agreement,
      other than a dispute under Section 4,
      which
      is addressed herein, must be brought in the United States District Court,
      Central District of California or, if subject matter jurisdiction cannot be
      obtained in that court, in any court of competent jurisdiction sitting in
      California. Any claim or action brought by Distributor arising in any way out
      of
      this Agreement must be brought in the United States District Court, Northern
      District of Ohio, or, if subject matter jurisdiction cannot be obtained in
      that
      court, in any court of competent jurisdiction sitting in Ohio. SecITV and
      Distributor hereby submit to the jurisdiction and venue of said courts for
      these
      purposes. 

     

    19.3. Entire
      Agreement.
      The
      Agreement, along with the exhibits hereto, are the final and entire agreement
      between the parties relating to the subject matter and supersedes any and all
      prior or contemporaneous discussions, statements, representations, warranties,
      correspondence, conditions, negotiations, understandings, promises and
      agreements, oral and written, with respect to such subject matter. 

     

    19.4. No
      Reliance.
      The
      parties each acknowledge that, in entering into this Agreement, they have not
      relied upon any statements, representations, warranties, correspondence,
      negotiations, conditions, understandings, promises and agreements, oral or
      written, not specifically set forth in this Agreement. All of the parties
      represent that they are represented by legal counsel and have been fully advised
      as to the meaning and consequence of all of the terms and provisions of this
      Agreement. 

     

    19.5. Waiver;
      Modifications.
      No
      provision of this Agreement shall be waived unless set forth in writing and
      signed by the party effecting such waiver. No waiver of the breach of any of
      the
      terms or provisions of this Agreement shall be a waiver of any preceding or
      succeeding breach of this Agreement or any other provisions thereof. No waiver
      of any default, express or implied, made by any party hereto shall be binding
      upon the party making such waiver in the event of a subsequent default. This
      Agreement may only be modified or amended by a written agreement executed by
      each of the parties. 

     

    
      
        
        

      

      
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    19.6. Notices.
      Any
      notices permitted or required under the provisions of this Agreement shall
      be in
      writing and shall be personally delivered, mailed by certified mail, postage
      prepaid or by facsimile transmission (with proof of transmission) or shall
      be
      sent by overnight courier service to the address of the relevant party as first
      set forth above. SecITV or Distributor may direct notices to be sent to such
      other address or Person as any party may have specified in a notice duly given
      to the other party as provided herein. Such notice, request, demand, waiver,
      consent, approval or other communication will be deemed to have been given
      as of
      the date so delivered. 

     

    19.7. Severability.
      In the
      event that any one or more of the provisions contained in this Agreement shall,
      for any reason, be held to be invalid, void, illegal, or unenforceable in any
      respect, such invalidity, voidness, illegality, or unenforceability shall not
      affect any other provision of this Agreement, and the remaining portions shall
      remain in full force. 

     

    19.8. Cooperation.
      Each
      of
      the parties hereto shall execute and deliver any and all additional papers,
      documents, and other assurances, and shall do any and all acts and things
      reasonably necessary in connection with the performance of their obligations
      hereunder and to carry out the intent of the parties hereto. 

     

    19.9. First
      Right of Refusal.
      Distributor has first right of refusal to purchase the technology if it is
      ever
      offered for sale.

     

    19.10. Titles.
      The
      titles of Sections hereunder are included for ease of reference only, and shall
      not be used to construe the meaning of this Agreement. 

     

    19.11. Authority.
      All
      parties and authorized representatives signing this Agreement represent and
      warrant that they have corporate power and authority to execute and enter into
      this Agreement. 

     

    19.12. Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which together
      shall
      be and constitutes one and the same Agreement. 

     

    19.13. Press
      Releases and Announcements.
      Neither
      of the Parties shall issue any press release or make any other public
      announcement or furnish any statement or make any general announcement to its
      respective employees or customers relating to the subject matter of this
      Agreement without the prior written approval of the other Party; provided,
      however, that a Party may make such announcements and disclosures as may be
      required by applicable laws (in which case the disclosing Party shall advise
      the
      other Party and provide it with a copy of the proposed disclosure prior to
      making the disclosure). Notwithstanding the foregoing, (i) within one day after
      the date of execution of this Agreement by the Parties, SecITV shall issue
      a
      press release in the form of Exhibit
      ____
      attached
      hereto and Distributor shall issue a press release in the form of Exhibit
      ____
      attached
      hereto and (ii) within one day after the Closing Date, SecITV shall issue a
      press release in the form of Exhibit
      ____
      attached hereto and Distributor shall issue a press release in the form of
      Exhibit
      ____
      attached
      hereto, provided, however, that in each case, the Parties may elect to issue
      a
      joint press release.

     

    
      
        
        

      

      
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    20.
      Execution
      of Agreement

     

    This
      agreement will be considert effective when executed by faxsimily by the parties
      each corporate party to the agreement who has corporate authorithy to do so
      and
      each of Kendall and Rubinstein in their individual capacity as set forth on
      page
      18 and 19. As soon as possible original copies will be delivered on to the
      other

     

     

    [SIGNATURE
      PAGE FOLLOWS]

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Technology License Agreement
      through their duly authorized representatives on the date set forth
      above.

     

    
      	SECURITY IT VISION, INC. 	 	 	 
	 	 	 	 
	 	 	 	 
	By: /s/ Henrik Rubinstein	 	 	 
	 	 	 	 
	Name: Henrik Rubinstein 	 	 	 
	 	 	 	 
	Title: Director 	 	 	 
	 	 	 	 
	SENTEX SENSING TECHNOLOGIES,
              INC. 	 	 	 
	 	 	 	 
	 	 	 	 
	By: /s/ Robert Kendall 	 	 	 
	 	 	 	 
	Name: Robert Kendall 	 	 	 
	 	 	 	 
	Title: CEO 	 	 	 


    

     

     

    
      
        
        

      

      
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    Additional
      personal agreements made pursuant to 7.2. and 8.2:

    


    
      	
              1.

            	
              Henrik
                Rubinstein being the sole and controlling shareholder of SecITV and
                as a
                member of the Board of Directors of the Company shall take all action
                necessary for the Board of Directors and/or the Shareholders of SecITV
                to
                approve the Agreement as may be required by applicable
                law.

            


    

    


    


    _________________________________

    Henrik
      Rubinstein

    


    


    
      	
              2.

            	
              Robert
                Kendall being the majority shareholder of Sentex and as a member
                of the
                Board of Directors of Sentex shall take all action necessary for
                the Board
                of Directors and/or the Shareholders of Sentex to approve the Agreement
                as
                may be required by applicable law.

            


    

    


    


    _________________________________

    Robert
      Kendall

    


    


    
      
        
        

      

      
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