DISTRIBUTOR AGREEMENT


THIS  DISTRIBUTOR  AGREEMENT is dated this 29th day of June, 2000 by and between
Sedona Worldwide Incorporated ("Company') and TSEuro, Inc.  ("Distributor"),  an
Arizona based Corporation.

                                   1. RECITALS

     1.1  Company is engaged in the manufacture of the product (the "Product").

     1.2  Company  desires  to retain  the  services  as a  distributor  for the
          Product,  and  Distributor  desires to render certain  distributorship
          services to Company for the  Product on the terms and  conditions  set
          forth herein.

                            II. TERMS AND CONDITIONS

     NOW,  therefore,  for and in  consideration  of the  mutual  covenants  and
promises  contained  herein,  and other  good and  valuable  consideration,  the
receipt of which is hereby  acknowledged,  the parties  hereto,  intending to be
legally bound, agree as follows:

     2.1  ENGAGEMENT.  Company  hereby  exclusively  engages  Distributor  on an
          independent  contractor basis, and Distributor  accepts  engagement by
          Company  on  an  independent   contractor   basis  to  render  certain
          distributorship  services  to Company for the Product on the terms and
          conditions  set forth  herein.  (Exclusive  territory  as described on
          "Exhibit A.")

          TERM.  The term of this  Agreement  shall commence as of the effective
          date of this  Agreement and continue for one year.  The Agreement will
          automatically  renew for  subsequent  one-year  periods upon  mutually
          agreed terms and conditions.

     2.2  DUTIES.  During the term of this Agreement,  Distributor shall perform
          the  following  duties  (the  "Distributor  Duties")  on behalf of the
          Company:

          A.   Solicit and obtain on behalf of Company, within the Territory (as
               hereinafter defined), purchase orders for the Product.

          B.   Assist  Company  in the  marketing,  promotion  and  sale  of the
               Product within the Territory,  including the demonstration of the
               capabilities of the Product.

          C.   Assist Company in the exhibition of the Product in industry trade
               shows and exhibits, including the promotion and technical support
               relating thereto.

          D.   Company  has to  make  available  to  Distributor  all  requisite
               certificates  for  conformity,  quality,  ISO 9000 and any  other
               certification in order for Distributor to distribute  products in
               Europe.

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     2.3  CONSIDERATION.  In consideration of the Distributor  Duties under this
          Agreement,  Company  agrees to sell the  Product to  Distributor  at a
          sales price not greater than the lowest price then  currently  granted
          by Company for the Product to any Distributor. Company and Distributor
          agree that the  difference  in the sales  price  between  the price at
          which  Distributor  may sell the  Product and the sales price at which
          Distributor may purchase the Product from Company is the consideration
          for  the  Distributor  Duties  hereunder.  Company  agrees  to  notify
          Distributor  of any price  changes at least  thirty (30) days prior to
          the effective date of any sales price  changes.  Company agrees to pay
          set-up and on-going costs as described in "Exhibit B."

     2.4  PAYMENT.  Company and  Distributor  agree that each purchase order for
          the Product  shall be  accompanied  by a letter of credit equal to the
          purchase  price  and  that  payment  shall  be made  upon  the date of
          shipment to  Distributor.  All  payments  by Company  shall be made in
          United States currency.

          INSURANCE.  Company will maintain liability insurance in the amount of
          $1,000,000 and aggregate in the amount of $2,000,000.

     2.6  LIABILITY.  Company  will  retain  all  product  liabilities  and will
          communicate  in a timely fashion any issue  regarding the  durability,
          safety or effectiveness of the product.

     2.7  TITLE.  Title to all Products sold under this Agreement  shall pass to
          Distributor at the time of delivery to the common carrier for shipment
          to Distributor.

     2.8  TERRITORY.  Distributor  shall have the exclusive right to solicit and
          obtain on behalf of the Company purchase orders for the Product within
          that  territory  more  particularly  described on Exhibit "A" attached
          hereto and by this reference  incorporated  herein (the  "Territory").
          Distributor  agrees to confine its activities  under this Agreement to
          the Territory unless otherwise approved in writing by Company.

     2.9  INFORMATION.  Company shall provide to  Distributor  such  information
          concerning  the  Product  as  Company  may have  available  and  which
          Company,  in its sole and absolute  discretion,  deems relevant to the
          fulfillment by Distributor of the Distributor Duties.

     2.10 INCENTIVE  PROGRAMS.  Company shall make available to Distributor  any
          sales or  incentive  programs  or  similar  programs  that it may make
          available  to its other  distributors  from time to time.  Distributor
          acknowledges that such programs may contain  standards,  conditions or
          requirements of uniform  application  which  Distributor  must meet in
          order  to  use  or  benefit  from  the  programs.  Company  agrees  to
          participate in the cost for customer's incentive programs,  subject to
          the Company's  advance written approval in Company' sole and exclusive
          discretion.

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     2.11 DISTRIBUTOR'S  REPRESENTATIONS  AND  WARRANTIES.   Distributor  hereby
          covenants,  warrants and represents,  which covenants,  warranties and
          representations   shall  be  continuing   covenants,   warranties  and
          representations, as follows:

          A.   Distributor shall devote so much of Distributor's time, knowledge
               and  skill  as  Distributor   deems   necessary  to  perform  its
               Distributor Duties under this Agreement.

          B.   Distributor has the requisite licenses, registrations and permits
               necessary to perform its Distributor Duties under this Agreement.

          C.   Distributor acknowledges and agrees that Distributor shall be and
               remain  an   independent   contractor  for  the  Company  and  be
               responsible  for the withholding and payment of any and all state
               and federal income taxes, FICA or social security taxes, and FUTA
               or unemployment taxes.

          D.   Distributor agrees to provide to Company with such information as
               may be requested by Company in connection  with the processing of
               any purchase orders for Products. In addition, Distributor agrees
               to provide to Company such sales  information as may be requested
               by Company.

          E.   Distributor  further  acknowledges  that  Company  shall  have no
               obligation to process any purchase orders for products other than
               the Product nor any obligation to process purchase orders for the
               Product solicited outside the Territory.

          F.   Distributor  agrees that all  information,  from whatever source,
               pertaining   to  the  Company,   including  but  not  limited  to
               information  relating to the Product,  is the sole and  exclusive
               property of Company.  Distributor further  acknowledges that such
               information  shall not be  disclosed  in any fashion or manner by
               Distributor  during  the term of this  Agreement,  or at any time
               thereafter, except as may be necessary for Distributor to fulfill
               its  Distributor  Duties  hereunder  or as  may be  agreed  to by
               Company in writing.

          G.   Distributor  shall make no  representations  or  warranties  with
               respect to the  Product,  without  the prior  written  consent of
               Company.

          H.   Distributor   shall   comply  with  all  laws,   ordinances   and
               regulations  applicable to the operation of  Distributor  and its
               performance under this Agreement.

     2.10 EXPENSES.  Company  shall have no obligation to reimburse or otherwise
          pay for any expenses  incurred by Distributor  in connection  with the
          performance of the Distributor  Duties under this  Agreement,  without
          prior written agreement.

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     2.11 ASSIGNABILITY.  Company  and  Distributor  acknowledge  and agree that
          Distributor  shall  have the right to hire,  fire,  supervise  and pay
          employees  to  accomplish  ail  Distributor  Duties  to  be  performed
          hereunder by Distributor.  Company and Distributor further acknowledge
          and agree that  Distributor  shall provide  experienced  and qualified
          employees to perform the Distributor Duties and that Distributor shall
          be responsible for directing  Distributor's employees as to the manner
          and means of  accomplishing  the  Distributor  Duties to be  performed
          hereunder by Distributor.

     2.12 LIMITATION ON SCOPE OF ENGAGEMENT. Company and Distributor acknowledge
          that  Distributor  is being  retained by Company only for the purposes
          and to the  extent  set forth in this  Agreement.  Except as set forth
          herein, neither Distributor nor any employees of Distributor, shall be
          considered as having any employee or agent status with Company,  or as
          being  entitled to  participate  in any bonus,  vacation,  sick pay or
          similar fringe benefits of Company by virtue of the provisions of this
          Agreement, including but not limited to any qualified employee benefit
          plans.

     2.13 INDEMNIFICATION. Distributor shall indemnify and hold harmless Company
          and its officers, directors,  shareholders,  employees and agents from
          any  and  all  liability,   judgments,  damages,  costs  or  expenses,
          including   without   limitation,   reasonable   attorneys'  fees,  in
          connection with loss of life,  personal injury or property damage,  or
          other claims, actions, damages, liabilities, costs or expenses arising
          out of or in connection  with  Distributor's  intentional,  willful or
          negligent  acts or omissions to act as required or permitted  under or
          in connection with this Agreement,  or arising out of or in connection
          with Distributor's breach of this Agreement.

     2.14 TERMINATION.  This Agreement and all rights and obligations  hereunder
          shall terminate,  with respect to the parties to any such termination,
          upon the occurrence of any of the following:

          A.   Ninety  (90)  days  after  written  notice  from  Distributor  to
               Company,  without  cause,  unless  Company shall accept a shorter
               notice period.

          B.   Ninety  (90)  days  after   written   notice   from   Company  to
               Distributor,  without cause,  unless  Distributor  shall accept a
               shorter notice period.

          C.   Immediately,   upon  the   dissolution   of  Distributor  or  the
               dissolution of Company.

          D.   Immediately, upon the mutual consent of Company and Distributor.

               If this Agreement is terminated,  neither Company nor Distributor
               shall be entitled to any compensation or  reimbursement  for loss
               of prospective profits, anticipated sales or other losses.

               Following termination of this Agreement,  Company may continue to
               process purchase orders for the Product.

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     2.15 RELATIONSHIP OF PARTIES.  The relationship of the parties herein shall
          be  that of  principal  and  independent  contractor  and not  that of
          employer and employee.  Nothing  contained in this Agreement  shall be
          deemed or construed to create a partnership,  tenancy-in-common, joint
          tenancy, joint venture,  co-ownership or other similar relationship by
          or between Company and Distributor.  Distributor shall have full power
          and  authority  to select the means,  manner,  method and  sequence of
          performing  the  services  hereunder  without  control or direction by
          Company.

     2.16 DILIGENCE.  Company  and  Distributor  hereby  agree to  exercise  due
          diligence  in  the  satisfaction  of  any  and  all  conditions  to be
          satisfied by either of them according to the terms of this Agreement.

     2.17 TIME.  Time  is of the  essence  of this  Agreement  and  Company  and
          Distributor   hereby  agree  to  perform  each  and  every  obligation
          hereunder in a prompt and timely manner.

     2.18 INVALIDITY.  Wherever possible, each provision of this Agreement shall
          be interpreted in such manner as to be valid under applicable law, but
          if any  provision  of this  Agreement  shall be invalid or  prohibited
          hereunder,  such provision  shall be ineffective to the extent of such
          prohibition or invalidation  but shall not invalidate the remainder of
          such provision or the remaining provisions of this Agreement.

     2.19 NOTICE.  Any  and  all  notices  or  demands  by or  from  Company  to
          Distributor,  or  Distributor  to Company,  shall be in writing.  Such
          notices shall be served  either  personally,  by certified  mail or by
          telegraphic method. If served personally, notice shall be conclusively
          deemed  given at the time of  service.  If served by  certified  mail,
          notice shall be conclusively deemed given forty-eight (48) hours after
          deposit thereof in the mail,  postage prepaid,  addressed to the party
          to whom such notice or demand is to be given as hereinafter  provided.
          If served by telegraphic  method,  notice shall be conclusively deemed
          given at the time the  telegraphic  agency shall confirm to the sender
          delivery thereof to the addressee. Any notice or demand to Company and
          Distributor  may be given to each  respective  party at the  following
          addresses,  or at such other  address as the parties may  designate in
          writing by notice to the other party from time to time:

          Company:                      Distributor:

          Sedona Worldwide, Inc.        TSEuro, Inc.
          3840 North 16" Street         2111 East Highland Avenue
          Phoenix, AZ 85016             Phoenix, Arizona 85016
          Mia A. Martori, President     Scott W. Christensen, President

     2.20 ATTORNEYS'  FEES.  In  the  event  it  becomes  necessary  for  either
          Distributor  or Company to employ legal  counsel or to bring an action
          at law or other  proceeding to enforce any of the terms,  covenants or
          conditions of this Agreement,  the prevailing party in any such action
          or  proceeding  shall be entitled  to recover  its costs and  expenses
          incurred in such action from the other party.

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     2.21 THIRD  PARTIES.  This  Agreement  shall not be construed to create any
          rights in persons or  entities  not parties  hereto,  and there are no
          third-party beneficiaries of this Agreement.

     2.22 WAIVER.  No failure on the part of any party  hereto to  exercise  any
          right or remedy hereunder shall operate as a waiver thereof, nor shall
          any  single or  partial  exercise  of any  right or  remedy  hereunder
          preclude any other or further  exercise thereof or the exercise of any
          other right or remedy granted hereby or by law.

     2.23 ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the
          parties  hereto with  respect to the matters  set forth,  herein,  and
          supersedes  all  prior  arrangements  and  understanding  between  the
          parties,  and no other agreement,  statement or promise made by either
          party hereto which is not contained herein shall be binding or valid.

     2.24 AMENDMENT.  This  Agreement  may only be amended  by written  document
          signed by each of the parties hereto,

     2.25 ADDITIONAL  DOCUMENTS.  Each party will,  whenever  and as often as it
          shall be  requested  by the  other  party,  execute,  acknowledge  and
          deliver,  or cause to be executed,  acknowledged  and delivered,  such
          further  Instruments  and documents as may be reasonably  requested in
          order to carry out the intent and purpose of this Agreement.

     2.26 COUNTERPARTS.  This Agreement shall be executed  simultaneously  or in
          counterparts,  each of which shall be deemed an  original,  but all of
          which together shall constitute one and the same agreement.

     2.27 SUCCESSORS.  This  Agreement  shall be  binding  upon and inure to the
          benefit of the  successors  in  interest  and  assigns of the  parties
          hereto.

     2.28 APPLICABLE  LAW. This  Agreement  shall be construed  and  interpreted
          under, and governed and enforced according to the laws of the State of
          Arizona.

     2.29 JURISDICTION.  Distributor hereby submits to jurisdiction and venue of
          the  courts of the  State of  Arizona,  including  the  United  States
          District Court for the District of Arizona.

     2.30 AUTHORITY. Each of the individuals executing this Agreement represents
          and  warrants to the other party that the  execution  and  delivery of
          this  Agreement has been duly  authorized by all necessary  action and
          that  this  Agreement   constitutes  and  will  constitute  a  binding
          obligation of each such party.

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     2.31 CAPTIONS.   Captions  and  paragraph  headings  used  herein  are  for
          convenience  only and are not part of this  Agreement and shall not be
          deemed to limit or after any provision hereof, and shall not be deemed
          relevant in construing this Agreement.

     2.32 INTERPRETATIONS.  To the extent permitted by the context in which used
          (i) words in the singular  number shall  include the plural,  words in
          the masculine  gender shall include the feminine and neuter,  and vice
          versa; and (ii) references to "persons" or "parties" in this Agreement
          shall be deemed to refer to  natural  persons,  corporations,  general
          partnerships, limited partnerships, trusts and all other entities.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement on the day
and year first set forth above.

               "COMPANY"                            "DISTRIBUTOR"

     SEDONA WORLDWIDE INCORPORATED                   TSEURO, INC.
        3840 North 16th Street            2111 East Highland Ave, Suite 145
           Phoenix, AZ 85016                      Phoenix, AZ 85016


By: /s/ Mia A. Martori                  By: /s/ Scott W. Christensen
    --------------------------------        --------------------------------
    Mia A. Martori                          Scott W. Christensen
    President                               President

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                                   EXHIBIT "A"


Territory

                             All countries of Europe
                            *Except England and Italy
<PAGE>
                                   EXHIBIT "B"


Start-up Costs

*    Company  agrees  to  pay  $5,000.00  for  testing,   certification,   label
     translation and Internet posting.

*    FEE DUE: within 10 days of product selection.

On-going Costs

*    Company agrees to pay 5% of P.O. total to T.S. Euro for Co-op Funds.

*    Company  agrees to pay 2% of P.O.  total to T.S. Euro for Customer  Service
     Support, Distributor Training and Point-of-Purchase Training.

*    FEES DUE: will be taken as a credit against product purchases.