Exhibit 10.1

                            VIVATO RESELLER AGREEMENT

This  Vivato  Reseller  Agreement  (''Agreement")  is  entered  into  as  of the
effective  date  indicated  below (the "Effective Date"), by and between Vivato,
Inc., a Delaware corporation, with its principal offices located at 139 Townsend
Street,  Suite  200 San Francisco, California, 94107 ("Vivato") and the Reseller
identified  below  ("Reseller").

This  Agreement  consists  of  this  signature  sheet,  the Terms and Conditions
attached  hereto  ("Terms  and  Conditions"), the exhibits listed below, and any
supplements  to  the  foregoing  executed  by the parties in accordance with the

Terms  and  Conditions.
Contract  Number
Reseller:  Network  Installations  Corp.
Address:  18  Technology  Dr.  #  140A
Irvine  CA,       92618
Effective  Date:  August  14,  2003
Territory:  California
Exhibits:
A  Vivato  Products  and  Prices
B  Product  Warranty

IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Agreement to be
executed  by  their  duly  authorized  officers  or  representatives  as  of the
Effective  Date.

          Vivato,  Inc                    RESELLER

          By:  /s/  Gregory  F.  Partalis        By:  /s/  Michael  Cummings
          Name:  Gregory  F  Partalis          Name:  Michael  Cummings
          Title:  Vic  President               Title:  CEO

     Initial  Address  for  Notice:

          Vivato                         Network  Installations
          12610  E  Mirabeau  Pkwy,  Ste 900          18 Technology  Drive, 140A
          Spokane,  WA  99216               Irvine,  CA  92618
          Attn:  Tanis  Hoffman               Attn:  Michael  Cummings
          Fax:   1-509-343-6020               Fax  949-753-7499

TERMS  AND  CONDITIONS

1.  DEFINITIONS

Capitalized  terms  in  this  Agreement including those in the Exhibit, have the
meanings
set  forth  below  or  defined  elsewhere   in this Agreement. All references to
Sections  and  Exhibits
in  this  Agreement  are  to  Sections  and Exhibits attached to this Agreement,
"Acknowledged  Shipping  Date"  is  defined  in  Section  3.2.
"Confidential  Information"  is  defined  in  Section  8.1.
"Co-op  Funds"  is  defined  in  Section  5.4.
"Days"  shall  mean  calendar  days.
"Discloser"  is  defined  in  Section  8.2.
"End  User"  shall  mean  a  person or entity that acquires the right to use the
Vivato
Product  from  Reseller  for  that  person  or entity's own personal or internal
business  use  solely  in
the  Territory,  and  not  for  distribution,  resale  or  other  purposes.
"Force  Majeure  Event"  is  defined  in  Section  14.2.
"Point  of  Sale  Reports"  is  defined  in  Section  5.2
"Product Warranty"   shall mean Vivato's product warranty for the Vivato Product
as  set
forth  in  Exhibit  B,  as  amended  by  Vivato  from  time  to  time.
"Recipient"  is  defined  in  Section  8.2.
"Renewal  Term"  is  defined  in  Section  13.1.
"Required  Disclosure"  is  defined  in  Section  8.3.
"Reseller  Committed  Revenue"  is  defined  in  Section  4.2.
"Term"  is  defined  in  Section  13.1.
"Territory"  shall  mean the geographical location(s) specified on the signature
sheet  in
which  Reseller  will be allowed to distribute the Vivato Products in accordance
with  this
Agreement.
"Vivato  Product"  shall  mean  those  items  as further specified in Exhibit A,
including  the
Vivato  Software.
"Vivato  Software"  shall  mean the Vivato Operating System that includes Vivato
Vision
GUI,  command line interface application, and Rouge AP Detection, and the Vivato
Integrated


Site  Survey  Application  and any updates, modifications or additional software
module  thereto
that  Vivato  may provide as a part of the Vivato Product to Reseller under this
Agreement.
"Vivato  Trademarks"  is  defined  in  Section  2.2.

2.  Appointment  AND  LICENSE

2.1  Appointment  and  License  Grant.
(a)  License  Grant.  Subject  to  the  terms  and conditions of this Agreement,
Vivato hereby appoints Reseller as a nonexclusive reseller of Vivato products in
the  Territory and grants to Reseller a nontransferable and nonexclusive license
during  the  Term  to  resell

(b) License Restrictions. Reseller shall not use modify, create derivative works
of,  make.  have made, display, perform, reproduce, distribute, sell, sublicense
or  otherwise  exploit  the Vivato Products in any way for any purpose except as
expressly permitted under this Agreement. For the purpose of protecting Vivato's
trade  secrets,  Reseller  shall not disassemble, decompile, or reverse enginner
any  part  of  the  Vivato  Software  or  Vivato  Products.

2.2  Trademark  License  and  Usage.

(a)  Trademark  License.  Reseller  shall  use  any  name, logo and trademark of
Vivato  used  by  Vivato  to  identify  Vivato  Products that Vivato provides to
Reseller  under this Agreement (the "Vivato Trademarks") solely in the Territory
and  solely  in  connection  with  the distribution of Vivato Products under the
terms of this Agreement,  provided that any use of any Vivato Trademark shall be
subject  to  Vivato's  prior written approval and be in accordance with Vivato's
then  current  usage  guidelines  for  such  Vivato Trademark. In the event that
Vivato  notifies  Reseller  that  Reseller  has failed to comply with the; usage
guidelines  for any Vivato trademark, Reseller shall immediately suspend all use
of the applicable Vivato trademark until such non-compliance has been corrected.
Vivato  may  modify  the  Vivato  trademarks from time to time. Upon notice from
Vivato  to Reseller of any modification to the Vivato trademarks. Reseller shall
use  such modified Vivato trademarks and immediately cease any use of the Vivato
Trademarks  previously  provided  to  Reseller.

(b)  Trademark  Restrictions.  Reseller  hereby acknowledges and agrees that (i)
the  Vivato  Trademarks  are  owned  solely  and  exclusively  by  Vivato or its
affiliates;  (ii)  Reseller has no rights, title or interest in or to the Vivato
Trademarks;  (iii) Reseller shall not contest Vivato's ownership of or rights in
the  Vivato  Trademarks  (iv)  all use of the Vivato Trademarks by Reseller will
inure  to  the  benefit of Vivato and its affiliates; (v) Reseller agrees not to
apply  for registration of the Vivato Trademark (or any mark confusingly similar
thereto)  anywhere  in  the world; (vi) Reseller agrees that it will not engage,
participate  or  otherwise  become  involved in any activity or course of action
that diminishes and/or tarnishes the image and/or reputation of Vivato or of any
Vivato  Trademarks;  and  (vii)  Reseller may not sublicense, transfer or assign
Vivato  Trademarks.


3.  ORDER  AND  DELIVERY

3.1 Forecasts. During the Term, Reseller shall submit to Vivato, three months in
advance  on  an  ongoing  basis,  a  rolling  monthly  forecast  of its quantity
requirements  for Vivato Products. Reseller shall submit the first such forecast
with  ten  (10)  Days  of  the  Effective  Date.
3.2  Direct  Order  and  Acceptance.  To  order  Vivato Products, Reseller shall
provide  Vivato  with  purchase  orders via mail, facsimile, or electronic mail.
Each purchase order shall specify the bill-to address, ship-to address, quantity
and  description  of each Vivato Product ordered, the unit price for each Vivato
Product  as specified in this Agreement, the requested ship date (which shall be
not more than 180 Days after date of the purchase order), the preferred means of
delivery,  and  tax exempt certifications, if any. Each purchase order placed by
Reseller  shall  be  governed  by the terms of this Agreement, and any terms set
forth  in Reseller's purchase orders that are additional to or inconsistent with
this  Agreement shall be deemed stricken from such purchase order. Each purchase
order  for  Vivato  Products  shall  be  subject to Vivato's acceptance and upon
acceptance;  Vivato  will  confirm the order and the shipping date with Reseller
("Acknowledged  Shipping  Date").

3.3 Reschedule or Cancellation of Direct Order. Reseller has a one time right to
reschedule  all  or  any  portion  of a purchase order that has been accepted by
Vivato, provided that such rescheduling request is made at least sixty (60) Days
prior  to the Acknowledged Shipping Date for that order. Reseller may cancel all
or any portion of an unshipped purchase order provided that such request is made
at least ninety (90) Days prior to the Acknowledged Shipping Date for that order
and  Rescller  pays  Vivato  a  cancellation charge equal to twenty-five percent
(25%)  of  the  then  current  list  price  of  the  Vivato  Product  ordered.
3.4  Delivery. Vivato shall use commercially reasonable efforts to promptly fill
(by  full  or  partial  shipment) Reseller's purchase orders for Vivato Products
accepted by Vivato, subject to Vivato's shipping schedule, access to supplies on
acceptable  terms and allocation of available products and capacity among Vivato
customers.  Vivato  will  use commercially reasonable efforts to notify Reseller
from  time  to  time  of  Vivato's  then  average  lead  time.  Vivato  will use
commercially  reasonable  efforts to meet the Acknowledged Shipping Date, but in
no event shall Vivato be liable for failure to meet such schedule. H Reseller is
late in payment or is otherwise in default under this Agreement, Vivato shall be
entitled  to  withhold  or  delay  shipment  of any order of Vivato Products, in
addition  to  any  other  remedies  Vivato may have under this Agreement. Vivato
Products  shall  be  delivered  F.O.B.  Spokane,  Washington,  or  at  a  Vivato
manufacturing  location  as  may  be  identified from time to time. Title to the
media  containing Vivato Products and the risk of loss shall pass from Vivato to
Reseller  upon  delivery,  at  Vivato's  designated shipping point. Vivato shall
package  Vivato  Products in Vivato's customary manner but will use commercially
reasonable  efforts  to  provide special packaging at Reseller's written request
and  expense.  Vivato  shall  select  the  forwarders,  brokers.  transportation
suppliers  and  insurance  carriers;  provided  that  if Reseller has previously
notified  Vivato  of  preferred forwarder, brokers, transportation suppliers and
insurance carriers, Vivato shall use commercially reasonable efforts to use such
preferred entities. Reseller shall pay, or reimburse Vivato, for all freight and
insurance  charges.

3.5 Modifications. Vivato reserves the right to modify Vivato Products from time
to  time  upon  thirty  (30)  Days  written notice to Reseller. Vivato may, upon
ninety (90) Days written notice to Reseller, discontinue the manufacture or sell
of  any  Vivato  Product.

3.6  Value  Added  DIstributor  Order.  Reseller may also purchase directly from
Vivato's  Value  Added  Distributor  in  Territory,  if such exists. Reschedule,
cancellation  and  delivery  order  terms  will  be  determined directly between
Reseller  and  Vivato's  Value  Added  Distributor.

4.  FEES  AND  PAYMENT

4.1  Fees.

(8) Vivato Products. For each Vivato Product ordered by Reseller under the terms
of this Agreement. Reseller shall pay Vivato the V AR Price specified in Exhibit
A. Vivato's current list price for the Vivato Products is set forth in Exhibit A
and  may  be  modified  by  Vivato  at  its  sole  discretion.
4.2  Discount.  Vivato  will  offer  Vivato Channel Partners either a 32% or 30%
discount  off  current  list  price  for  the  term of this Agreement as long as
Reseller  generates $l2SK per quarter as an Elite Partner (32% discount) or $50K
per  quarter  as  an  Advantage  Partner  (30%  discount)  from  the  Territory.

4.3  Payment.  All payments under this Agreement shall be in U.S. dollars, shall
be  invoiced  upon  shipment,  and shall be due within thirty (30) Days from the
date  of  invoice.  Any  late payment of fees due to Vivato under this Agreement
shall  bear  interest  at  the .rate of 1.5% per month (18% per annum based on a
calendar year of 360 Days) or, if lower, the highest rate allowed by law. Vivato
reserves  the  right to require payment in advance or payment secured by letters
of  credit.  Vivato  also  reserves the right to demand payment in full prior to
shipment  of  any  order  in  the  case of Reseller's prior payment delinquency.
4.4  Taxes.  Reseller  shall  be  responsible  for  all  sales taxes. use taxes,
withholding  taxes.  value  added  taxes,  import and export taxes and any other
similar  taxes imposed by any United States' federal, state, provincial or local
governmental  entity  or  any  government  entity  in  the  Territory  on  the
transactions  contemplated  by this Agreement, excluding taxes based on Vivato's
net  income.  When  Vivato has the legal obligation to payor collect such taxes,
the appropriate amount shall be invoiced to and paid by Reseller unless Reseller
provides  Vivato  with  a  valid  tax  exemption  certificate  authorized by the
appropriate  taxing  authority.

5.

SALES  AND  MARKETING

5.1  Relationship  Manager. Each party shall designate an individual to serve as
the  single  point  of  contact for all business activities. The Vivato point of
contact  will  work with the Reseller to develop a work plan. including, but not
limited  to,  sales  forecasts,  seminars,  training,  Point of Sale Reports and
promotional  obligations.

5.2  Point  of  Sale  Information.  Reseller  shall  provide periodic written or
electronic Point of Sale Reports ("Point of Sale Reports") indicating the bid-to
address,  ship-to  address,  quantity  and  description  of  each Vivato Product
ordered,  including  model  numbers.  Nothing  in  this  Agreement  may restrict
Vivato's  use  of the Point of Sale Information for market analysis, information
processing,  and  marketing  and  product  maintenance  purposes.

5.3  Promotional  Obligations  During the Term of this Agreement. Reseller shall
actively  promote  and  market  the  Vivato Products in the Territory. After the
Effective  Date,  Reseller  shall  promptly  include  the  Vivato  Products  in
Reseller's  catalogs  and  other  promotional materials and identify them as the
products  of  Vivato  being  marketed  by  Reseller.  Reseller shall keep Vivato
informed  of  relevant  market  trends,  customer  needs,  competitive activity,
economic  and regulatory conditions in the Territory and Reseller's distribution
and  inventory  of  the  Vivato  Product.  Vivato  reserves  the right to review
Reseller's  sales  strategies  and  reasonably  require  adequately  trained and
focused sales personnel selling the Vivato Products as a condition to continuing
Reseller's  appointment.

5.4  Co-op  Advertising  Program.  To  assist  the  Reseller  in advertising and
promoting  Vivato  Products, Vivato shall accrue into a special advertising fund
one  and  one-half  percent  (1.5%) of sales dollars based upon monthly Point of
Sale  Reports  provided  by  Reseller to Vivato ("Co-op Funds"). Amounts in such
Co-op  Funds  shall  be  disbursed  to  Reseller  to  reimburse  it  for 100% of
demonstrated  and  pre-approved advertising and promotional expenses incurred by
Reseller  in  connection  with the advertising and promotion of Vivato Products.
Unused  Co-op  Funds  at  the  end  of  each  calendar  year,  or at the time of
termination  of this Agreement for any reason, will be lost and neither refunded
nor  applicable  to future years. Except as expressly set forth herein, Reseller
shall  be  solely  responsible  for  all  costs  and  expenses  related  to  the
advertising,  marketing,  promotion  and  distribution  of  the Vivato Products.

5.5  Sales  Support.  Vivato  shall  provide  commercially reasonable amounts of
pre-sales  support  to  Reseller's  sales  organization.  Vivato  will  support
Reseller's  sales  activities  on  a  best  efforts  basis.

5.6  Marketing Materials. Upon Reseller's request, Vivato shall provide Reseller
with  reasonable  amounts  of marketing materials in English in hardcopy and, as
available,  in  electronic version. Reseller hereby agrees to only use sales and
marketing  materials  that  accurately  describe  the  Vi  vam  Products.

S.7  Customer  Service.  Reseller  shall provide first line customer service and
shall  maintain  manpower,  facilities,  and inventory of the Vivato Products to
ensure  prompt  handling of inquiries, orders, and shipments for Vivato Products
in  order  to  provide  good  customer  service  and  marketing  coverage in the
Territory.  Reseller  shall not make any representations or warranties regarding
the  Vivato  Products  which  are  in  addition to or different than the Product
Warranty.

5.8  Business  Practices.  Reseller  shall (i) conduct business in a manner that
reflects favorably at all times on the Vivato Products and Vivato's goodwill and
reputation. (ii) avoid deceptive, misleading, illegal and unethical practices in
connection  with  marketing  and distributing Vivato Products, and (iii) make no
false  or  misleading  representations with regard to Vivato or Vivato Products.

6.  SUPPORT  AND  MAINTENANCE

6.1  Technical  Support.  Reseller  shall  be  responsible,  at  its expense for
providing  technical  training, installation and technical support to End Users.
Vivato shall not be responsible for providing any support directly to End Users.
Vivato  will  provide  Reseller  with reasonable secondary support via telephone
from  Monday through Friday during the hours of 9:00am and 5:00pm, Pacific Time,
at  Vivato's technical assistance center at the telephone number 1-415-946-3290.

6.2  Required  Training.  Vivato  shall  have  sales  training instructors train
Reseller's  sales and technical teams. Reseller shall arrange to annually have a
minimum  of  two  (2)  qualified  salespeople  attend  the Vivato sales training
program  at  Reseller's  cost
6.3 Software Updates. Vivato shall provide Reseller software updates if required
and  Reseller  shall distribute such updates to End Users promptly after receipt
of  such  updates  from  Vivato.

6.4  Additional  Support  and  Maintenance Services. Vivato may provide Reseller
additional  maintenance services, if any, in accordance with the terms specified
in  a  separate  Support  and  Maintenance  Agreement.

7.  PROPRIETARY  RIGHTS

Rescller  acknowledges  and  agrees  that as between Reseller and Vivato, Vivato
owns  all  right,  title  and  interest in and to the Vivato Products and Vivato
Software,  and  all  copyright,  trade  secret,  trademark,  patent  and  other
intellectual  property  rights  therein.  Vivato  reserves  all right, title and
interests  in and to the Vivato Products and Vivato Software and, except for the
licenses  expressly  granted  in  this  Agreement,  no  right, title, ownership,
interest  or license in or to the Vivato Products or Vivato Software, whether by
implication,  estoppel  or  otherwise  is  granted,  assigned  or transferred to
Reseller  under  or  in  connection with this Agreement. Reseller shall promptly
notify  Vivato  in  writing  upon  its  discovery of any unauthorized use of the
Vivato  Products  or  Vivato  Software or infringement of the proprietary rights
therein.  Reseller shall not distribute or license any Vivato Products or Vivato
Software to any person or entity that Vivato has notified Reseller in writing as
being  involved  in  potential  unauthorized  use of any Vivato Products, Vivato
Software,  or  infringement  of  the  proprietary  rights  therein.

8.  CONFIDENTIALITY

8.1 Cont1dent1al Information. The parties acknowledge that they have received or
may  receive  confidential  information  relating to the other party's products;
concepts, inventions and technology relating to such products; product. business
and  financial  plans;  customer  lists  and  information  and  trade secrets in
connection  with  the  performance  of  this Agreement that should be reasonably
understood  by  the recipient as the proprietary and confidential information of
the  Discloser  ("Confidential Information"). Confidential Information shall not
include  any  information  which: (i) is or falls into the public domain without
fault  of  the  receiving party; or (ii) the receiving party can show was in its
possession  prior  to  receipt  thereof  from the disclosing party; or (ill) the
receiving  party receives from a third party with no obligation of confidence to
the disclosing party; or (iv) the receiving party independently develops without
benefit  of  any  Confidential  Information  of  the  disclosing  party.

8.2  Use  of  Conftdentfal  Information.  Except  as' (i) expressly permitted or
required  in  carrying  out  this  Agreement  or  (ii) required by law or by any
competent  government authority, or (iii) such limited disclosures in confidence
as  may be reasonably necessary to either party's attorneys and accountants, the
receiving  party  of  any  Confidential Information ("Recipient") disclosed by a
disclosing  party  ("Discloser")  shall not use such Confidential Information or
disclose  such  Confidential  Information  to any third party, either during the
term  of  this  Agreement  or  thereafter,  without the prior written consent of
Discloser.  Thus,  Recipient  shall  use  the  Confidential  Information  of the
Discloser only to perform its obligations under this Agreement and to the extent
permitted  in  the  licenses  granted  hereunder.  Recipient's  duty  to protect
Confidential Information commences upon receipt of the Confidential Information.
8.3  Required  Disclosure. Nothing in this Agreement shall prohibit either party
from  disclosing Confidential Information of the other party if legally required
to  do  so  by  judicial  or governmental order or by deposition, interrogatory,
request  for  documents, subpoena, civil investigative demand or similar process
in  a judicial or governmental proceeding ("Required Disclosure"); provided that
the  disclosing  party  shall  (i)  give  the  other party prompt notice of such
Required  Disclosure prior to disclosure, (ii) cooperate with the other party in
the  event  that it elects to contest such disclosure or seek a protective order
with respect thereto and (ill) in any event only disclose the exact Confidential
Information,  or  portion  thereof,  specifically  requested  by  the  Required
Disclosure.

8.4  Ownership  of  Confidential Information. All Confidential Information shall
remain  the  property  of  the respective Discloser and shall be returned to the
owner  thereof  upon  written  request  or termination of this Agreement for any
reason.

9.  PUBLICITY

The  parties  shall mutua11y agree on any press release announcing this business
relationship.  The  specific  terms  of this Agreement shall not be disclosed by
either  party to any third party without the prior written approval of the other
party  except  (i)  as  may  be  required  by law or by any competent government
authority,  or  (ii) such limited disclosures in confidence as may be reasonably
necessary to either party's bankers, investors or potential investors, attorneys
and  accountants. During the term of this Agreement, Vivato shall have the right
to  identify  Reseller in any customer list or marketing materials as a reseller
of  Vivato  Products, and Reseller shall have the right to identify itself as an
authorized  Reseller  of  the  Vivato  Products.

10.  REPRESENTATIONS  AND  WARRANTIES

10.1  By Reseller. Reseller makes the following representation and warranties to
Vivato,  each of which is true and correct on the date hereof and shall continue
to  be  true  and  correct  at  all times during the term of this Agreement, and
hereby  covenants  as  follows:
(a) Organization, Standing and Power. Reseller has all requisite corporate power
and  authority  to  execute,  deliver  and  perform this Agreement and any other
agreements  contemplated  hereby and to consummate the transactions contemplated
hereby.

(b)  No  Conflicting Agreements. Reseller is not currently obligated nor will it
assume  any  future  obligation under any contract (including without limitation
any  license,  covenant  or  commitment  of  any  nature)  or  other  agreement,
instrument  or  arrangement  that could conflict with its obligations under this
Agreement

(c)  Compliance  with  Law.  Reseller  will  comply  with  all  applicable Jaws,
statutes,  rules, regulations and ordinances of the Territory including, but not
limited  to,  all  filings,  registrations  type  approvals,  foreign  exchange
approvals,  fair  trade  approvals,  and  customs  clearance with respect to the
distribution  of Vivato Products and Reseller's performance under this Agreement
and  will  obtain  all  necessary  approvals  and  permits  in  the Territory to
distribute  Vivato  Products  and  perform its obligations under this Agreement.
Reseller  represents  that  the provisions of this Agreement. and the rights and
obligations  of  the  parties  hereunder,  are enforceable under the laws of the
countries  or  subdivisions  thereof  within  the  Territory.
(d) Product Warranty. Reseller represents and warrants that it will not make any
representation,  guarantee  or  warranty  of  any  kind  with  respect to Vivato
Products  in  addition  to  or  different  from  the Product Warranty, except as
expressly  authorized  in  writing  by  Vivato.

10.2  By  Vivato.  Vivato  makes  the following representation and warranties to
Reseller,  each  of  which  is  true  and  correct  on the date hereof and shall
continue  to be true and correct at all times during the term of this Agreement,
and  hereby  covenants  as  follows:
(a)  Organization,  Standing and Power. Vivato has all requisite corporate power
and  authority  to  execute,  deliver  and  perform this Agreement and any other
agreements  contemplated  hereby and to consummate the transactions contemplated
hereby.

(c)  Product Warranty. Vivato provides the Product Warranty to the Reseller. The
remedies  set  forth  in the Product Warranty shall be Reseller's sole remedy in
the  event  of  Vivato's  breach  of  the  Product  Warranty.

10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, VIV A
TO  DOES  NOT  MAKE ANY WARRANTIES WHATSOEVER WITH RESPECT TO VIVATO PRODUCTS OR
VIVA TO SOFTWARE PROVIDED UNDERTIUS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE
IMPLIED  WARRANTIES  OF  MERCHANTABILITY.  FITNESS  FOR  A PARTICULAR PURPOSE OR
NON--INFRINGEMENT  OF  THIRD  PARTY  RIGHTS.  ALL  SUCH  WARRANTIES  ARE  HEREBY
EXPRESSLY DISCLAIMED. VIVATO DOES NOT WARRANT THAT THE VIVATO PRODUCTS OR VIVATO
SOFTWARE  ARE  ERROR-FREE  OR  THAT OPERATION OF THE VIVA TO PRODUERS OR VIVA TO
SOFTWARE  WILL  BE  SECURE OR UNINTERRUPI'BD AND VN ATO HEREBY DISCLAIMS ANY AND
ALL  LIABILITY  ON  ACCOUNT  THEREOF.

11.  LIMITATION  OF  LIABILITY

EXCEPT  FOR  A  BREACH OF SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT
OR  SPECIAL  DAMAGES  OR  COSTS  HOWSOEVER  ARISING  OUT  OF  OR RELATED TO THIS
AGREEMENT,  WHETHER  OR  NOT  E1THBR PARTY HAS BEEN ADVISED OF THE POSSBILITY OF
SUCH  DAMAGES  OR  COSTS.  VIVATO'S  AGGREGATE  LIABILITY TO RESELLER UNDER THIS
AGREEMENT  SHALL  NOT  EXCEED  FEES  RECEIVED BY VIVATO FROM RESELLER UNDER TH1S
AGREEMENT.  RESELLER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT IS PROVIDED IN
SECTION  12.2.

12.  INDEMNIFICATION

12.1  Indemnification  by  Vivato.  Vivato  at  its own expense shall indemnify,
defend  and  hold  Reseller  free and harmless from any and all claims, damages,
losses,  costs,  actions  and  expenses, including attorneys' and experts' fees,
arising  from  any  claim  or  contention  that any Vivato Product infringes any
United  States  patent,  Berne  Convention  copyright  in  the  Territory  or
misappropriates  any  trade  secret  protected  under the laws of the Territory.
Reseller  shall  (1)  give Vivato prompt written notice of any such claim, suit,
expense  or the like, (2) permit Vivato to defend or settle any such claim, suit
or  the  like,  provided,  however,  that  (a)  Vivato  shall not enter into any
settlement  agreement  that would result in any admission by Reseller or payment
by Reseller without Reseller's prior written consent and (b) Reseller may at its
election  participate  in  the  defense  of such claim, suit or the like through
separate  counsel  at  its  own  expense,  and (3) provide Vivato all reasonable
assistance  (at  the  expense  of  Reseller)  in  connection with the defense or
settlement  of  any  such  claim,  suit  or  the  like.

12.2  Alternatives.  Should  any  Vivato  Product become, or in Vivato's opinion
likely  to  become,  the  subject  of  a  claim  for which Vivato is required to
indemnify  pursuant  to  Section 12.1, Vivato may, at its discretion, (i) obtain
for  Reseller,  at  no  additional  cost  to  Reseller,  the  right  to continue
distributing  the  Vivato  Products under this Agreement; (ii) modify or replace
the  infringing  part of the Vivato Products, at no additional cost to Reseller,
to  avoid  such  claim, or (Hi) if neither (i) or (ii) is commercially feasible,
terminate this Agreement. THIS SECTION 12.2 STATES VIVATO'S ENTIRE LIABILITY AND
RESELLER'S  EXCLUSIVE  REMEDY FOR ANY CLAIMED, POTENTIAL OR ACTUAL INFRINGEMENT.

12.3  Exclusions. Notwithstanding the foregoing, Vivato shall have no obligation
under Section 12.1 for any claims to the extent resulting from (i) modifications
or  alternations  of  the  Vivato  Products made by or for Reseller or any other
party  that  were  not  provided  or  authorized  by Vivato in writing; (ii) use
outside the scope of the licenses granted hereunder, (Hi) use of a superseded or
previous  version of the Vivato Product or Vivato Software if infringement would
have  been  avoided  by  the  use  of  an  update which Vivato made available to
Reseller,  or  (iv)  use  of  the  Vivato Products in combination with any other
software,  hardware  or  products  not  supplied  by  Vivato.
12.4  Indemnification  by Reseller. Reseller at its own expense shall indemnify,
defend  and  hold  Vivato  free  and  harmless from any and all claims, damages,
losses,  costs,  actions  and  expenses, including attorneys' and experts' fees,
arising  from  (i)  any  breach  of  Reseller's representations or warranties or
covenants  under  this  Agreement,  (ii)  any  claim  related to or arising from
Reseller's  distribution  of  the Vivato Products under this Agreement, or (iii)
any  claim resulting from the exclusions specified in Section 12.3. Vivato shall
(1)  give Reseller prompt written notice of any such claim, suit, expense or the
like,  (2) permit Reseller to defend or settle any such claim, suit or dIe like,
provided,  however,  that  (a)  Reseller  shall  not  enter  into any settlement
agreement  that  would  result  in  any admission by Vivato or payment by Vivato
without  Vivato's  prior  written  consent  and  (b)  Vivato may at its election
participate  in  the  defense  of  such claim, suit or the like through separate
counsel  at  its own expense, and (3) provide Reseller all reasonable assistance
(at  the  expense of Vivato) in connection with the defense or settlement of any
such  claim,  suit  or  the  like.

13.  TERM  AND  TERMINATION

13.1  Term.  This  Agreement  shall  commence as of the Effective Date and shall
continue  for  one (1) year (the "Term"). After the Initial Term, this Agreement
shall  automatically  renew for successive one (1) year periods (each a "Renewal
Term"  or collectively, the 'Term") unless either party notifies the other party
of  its  decision  not  to renew the tcrm of this Agreement at least thirty (30)
Days  prior  to  the  end  of  the  then  current  Term.
13.2  Termination.  This  Agreement  may  be  terminated  as  follows:

(8)  by  either  Vivato  or  Reseller upon thirty (30) Days prior notice for any
material  default  or breach of any of the material terms and conditions of this
Agreement by the other party, unless the defaulting party has cured such failure
or  default  within  such  30-day  period;

(b)  by  either party immediately upon notice, if (i) the other party is subject
to  a  bankruptcy  proceeding,  whether  voluntary  or involuntary, which is not
dismissed  within  sixty  (60)  Days  or  makes an assignment for the benefit of
creditors.  or if a receiver, liquidation. administrator or trustee is appointed
for  such  party's  affairs  or  any  analogous  procedure  is initiated and not
dismissed  within  sixty  (60)  Days  or  (ii)  the  other  party  is dissolved;
(c)  by  the  parties  upon  mutual  written  agreement;  and

(d)  as  permitted  by  Sections  12.2  or  14.2.

13.3  Effect  of  Termination.  Upon  the  termination  or  expiration  of  this
Agreement,  Reseller  shall  immediately  cease  all  distribution of the Vivato
Products, cease all use of the Vivato Trademarks and pay Vivato all fees payable
under  Section  4.  The  provisions  of Sections I, 4.3, 7, 8, 10. 11, 12 and 14
shall  survive  the  termination  of  this  Agreement  and  remain  effective.

14.  GENERAL  PROVISIONS

14.1 Notices. Unless otherwise provided in this Agreement, all notices permitted
or  required  under  this  Agreement  shall be in writing and shall be delivered
personally.  sent  by first class prepaid mail with return receipt requested, or
sent  by express delivery service to the other party at the address set forth on
the  signature  page  or  such  other address as specified by the other party in
accordance  with  this  section.

     14.2 Foree Majeure. Except for payments of amounts owed or as otherwise set
forth  in this Agreement, a party will not be deemed to have materially breached
this  Agreement to the extent that performance of its obligations or attempts to
cure  any  breach  are  delayed  or prevented by reason of any act of God, fire,
natural  disaster, accident, act of government, terrorism, shortage of materials
or  supplies  beyond the reasonable control of such party, strike, labor dispute
or  walkout,  or  any  other  cause beyond the reasonable control of a party. (a
"Force  M4ieure Event"); provided that the party whose performance is delayed or
prevented  promptly  notifies  the other party of the nature and duration of the
force  majeure  event  and  uses commercially reasonable efforts to overcome the
difficulties  created thereby and resumes performance of its obligations as soon
as practicable. If the period of non-performance exceed sixty (60) Days from the
receipt of notice of the force majeure event. the party whose ability to perform
has  not  been  affected  may  terminate  this  Agreement
14.3  No  Assignment.  Reseller  shall  not  assign.  transfer  or  pledge  this
Agreement.  or any interest, license or rights of any kind herein. in any manner
whether voluntarily or by operation of law. without the prior written consent of
Vivato. Subject to the foregoing, this Agreement shall be binding upon and inure
to  the  benefit  of  the  parties  and  their  successors  and  assigns.

14.4  Independent Contractors. In performing this Agreement, each of the parties
will  operate  as,  and  have  the  status  of  an  independent contractor. This
Agreement  does  not  create any agency, employment, partnership, joint venture,
franchise  or other similar or special relationship between the parties. Neither
party will have the right or authority to assume or create any obligations or to
make any representations, warranties or commitments on behalf of the other party
or its affiliates, whether express or implied, or to bind the other party or its
affiliates  in  any  respect  whatsoever.

14.5  Export  Control.  Each  party  acknowledges that technical information and
products  provided  under  this  Agreement  may  be  subject  to  United States,
Territory  and  other  governments'  export laws and regulations, and any use or
transfer  of  that  technical  information  or  product  must  be  permitted  or
authorized under those regulations. Each party shall be responsible for ensuring
that  it  complies  with all laws and regulations of the United States and other
applicable governments relating to the export or import of technical information
or technical data or products made using technical information or technical data
or  products  received  from  the  other  party  under  this  Agreement.
14.6  U.s.  Government  End Users. If the Vivato Software as incorporated in the
Vivato  Products  is  acquired by or on behalf of a unit or agency of the United
States  government,  this provision applies. The Vivato Software is (a) existing
computer  software.  and was developed at private expense. (b) is a trade secret
of Vivato for all purposes of the Freedom of Information Act, (c) is "commercial
computer  software"  subject  to limited utilization as expressly stated in this
Agreement,  (d) in all respects is proprietary data belonging to Vivato. and (e)
is unpublished and all rights are reserved under the copyright law of the United
States.  For  civilian  agencies  and  entities  acquiring  Software under a GSA
Schedule.  Software  is  licensed  only  with  "Restricted  Rights"  and  use.
reproduction  or disclosure is subject to restrictions set forth in subparagraph
(a)  through  (d) of the Commercial Computer Software - Restricted Rights clause
at  52.227-19  of  the  Federal  Acquisition Regulations and its successors. For
units  of  the  Department of Defense (DOD), this Software is licensed only with
"Restricted  Rights"  and  use,  duplication,  or  disclosure  is  subject  to
restrictions  as  set forth in subdivision (c)(l)(ii) of the Rights in Technical
Data  and  Computer Software clause at 252.227-7013 of the DOD Supplement to the
Federal  Acquisition  Regulations  and  its  successors.

14.7  Foreign  Corrupt  Practices  Act.  In  conformance  with the United States
Foreign Corrupt Practices Act, Reseller shall not directly or indirectly make an
offer,  payment,  promise to pay, or authorize payment, or offer a gift. promise
to  give,  or  authorize  the  giving  of  anything  of value for the purpose of
influencing  an  act  or  decision  of  an official of any government within the
Territory  or  the United States government (including a decision not to act) or
inducing such a' person to use his influence to affect any such governmental act
or decision in order to assist Reseller in obtaining, retaining or directing any
business.
14.8  Choice of Law. This Agreement shall be governed by and construed under and
the legal relations between the parties hereto shall be determined in accordance
with, the laws of the State of California, without giving effect to such state's
conflicts of law principles, and the United States of America. The parties agree
that  the  United  Nations Convention on Conflicts for the International Sale of
Goods  is  specifically  excluded  from  application  to  this  Agreement.

14.9  Injunctive  Reseller.  Reseller acknowledges and agrees that breach of its
obligations  under  this agreement may cause irreparable harm for which recovery
of  money damages would be inadequate, and Vivato shall therefore be entitled to
obtain  timely  injunctive relief to protect its rights under this Agreement. in
addition  to  any  and  all  remedies  available to Vivato in equity and at law.
14.10  Attorneys' Fees. The prevailing party in any action brought in connection
with  this Agreement shall be entitled to recover its reasonable attorneys' fees
and  costs  from  the  non-prevailing  party.

14.11  Severability.  If  any  provision of this Agreement or portion thereof is
determined  by a court of competent jurisdiction or declared under any law. rule
or  regulation of any government having jurisdiction over the parties hereto, to
be invalid, illegal or otherwise unenforceable, then such provision will, to the
extent  permitted  by  the court or government not be voided but will instead be
construed  to  give effect to its intent to the maximum extent permissible under
applicable law and the remainder of this Agreement will remain in full force and
effect  according  to  its  terms.

14.12  Modification.  No supplement, modification or amendment to this Agreement
shall  be binding unless evidenced by a writing signed by the party against whom
it  is  sought to be enforced. Any terms and conditions in any purchase order or
other  instrument issued by Reseller in connection with this Agreement which are
additional  to  or  inconsistent  with  this  Agreement  shall not be binding on
Vivato. From time to time the parties may agree to modify or amend the signature
sheet  or  the  exhibits  of  this Agreement to reflect, for example, updated or
additional  information.  In  such  event.  Vivato  shall  furnish to Reseller a
supplement  to  the  signature  page or the applicable exhibit of this Agreement
which  shall  reflect  such  agreement  Upon its execution by both parties. such
supplement  shall,  as  provided  herein. amend the information contained on the
signature  sheet or the applicable exhibit of this Agreement. References in this
Agreement  to  information  contained on the signature sheet or exhibits of this
Agreement  shall  mean  such  information  as  amended by any supplement thereto
executed  by  the  parties  in  accordance  with  this  section.

4.13  Waiver.  No  waiver  of  any  provision  or  consent  to  any action shall
constitute  a  waiver  of  any  other  provision or consent to any other action,
whether  or  not  similar.  No  waiver  or consent shall constitute a continuing
waiver  or consent or commit a party to provide a waiver in the future except to
the  extent specifically set forth in writing. Any waiver given by a party shall
be null and void if the party requesting such waiver has not provided a full and
complete  disclosure  of all material facts relevant to the waiver requested. No
waiver  shall  be  binding  unless  executed  in writing by the party making the
waiver.

14.14  Entire Agreement. This Agreement, including the Exhibits attached hereto,
constitutes  the  entire  agreement of the parties concerning its subject matter
and  supersedes  any  and  all  prior  or  contemporaneous,  written  or  oral
negotiations.  correspondence, understandings and agreements between the parties
respecting  the  subject  matter  of  this  Agreement.

14.15  Execution;  Counterparts. This Agreement shall not be binding in whole or
in  part upon the parties unless and until duly executed by or on behalf of both
parties  hereto,  in  which  event  this  Agreement shall be effective as of the
Effective  Date.  This  Agreement may be executed in counterparts, each of which
shall  be deemed to be an original instrument enforceable in accordance with its
terms  and  all  of which shall constitute but one and the same agreement of the
parties.

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