Exhibit 10.3

RealTime Access

                        EXCLUSIVE DISTRIBUTOR AGREEMENT

This Exclusive DISTRIBUTOR Agreement is hereby entered into and is effective as
of September 1, 2001. by and between RealTime Access, Inc., a California
Corporation, with its principal offices located in Livermore, California
(hereinafter referred to as "SELLER") and Distinctive Devices, Inc,, a New York
corporation, with its principal offices located in Fort Lee, New Jersey.
(Hereinafter "DISTRIBUTOR"). Now, therefore, in. consideration of the covenants
and conditions herein, the parties agree as follows:

1.  Definitions

    1.1 Products: The term "Products" shall mean all SELLER equipment, services
or licenses as listed in Appendix A.

    1.2 Exclusive Distributor Agreement: The term "Exclusive Distributor
Agreement" shall mean that, during the term of this agreement DISTRIBUTOR will
not sell Products, which compete, with SELLER's Products and, so long as
DISTRIBUTOR meets the field trial and sales volume commit tents of Section 6.7
and Section 23 herein respectively, SELLER will sell its Products in. the
territories (as listed in Appendix F) only through DISTRIBUTOR. Both parties to
this Agreement acknowledge the need for a close working relationship, including
the exchange of market information and pursuit of business opportunities of
mutual interest. Both parties commit to the support of this relationship.

    1.3 Territory: The term "territory" shall mean the countries listed in
Appendix F.

2.0 Term of Agreement

    The Agreement is for a term of two (2) years from the effective date unless
terminated earlier as described in Section 13, Termination of agreement, is
automatically renewable under the terms and conditions of this Agreement for
successive one-year terms. In addition, SELLER and DISTRIBUTOR shall agree to a
mutual written agreement of minimum sales volume for successive years. If the
parties continue to do business with one another after the expiration of this
Agreement, the relevant terms of this Agreement will continue to govern the
relationship, and in this cask the relationship may be terminated unilaterally
by the DISTRIBUTOR merely by ceasing to do business with the Following any
termination of the Agreement, DISTRIBUTOR shall not have any right to continue
as DISTRIBUTOR of SELLER's Products regardless of any undocumented continuation
of this Agreement nor shall DISTRIBUTOR be entitled to any compensation in
connection with such termination.

In the event that at the termination date potential business opportunities exist
as result of DISTRIBUTORS marketing efforts, a six month grace period will be
allowed for these opportunities to be realized. 1f at the end of the six-month
grace period no sales have resulted, SELLER can appoint another distributor to
handle accounts, in which case DISTRIBUTOR shall not be entitled to any
compensation. DISTRIBUTOR can continue to do business with the SELLER, with
their written authorization.

3. SELLER's Product

DISTRIBUTOR shall purchase from SELLER the Products described in Appendix A of
this Agreement, and optionally, from time to time, Products not described in
Appendix A of this Agreement which shall be designated as Custom Products.

Any update, enhancement, or improvement of a Product made generally available by
the SELLER ox any new Product similar in function to any Product already set
forth in Appendix A shall be added to Appendix A as a new Product. SELLER
reserves the right to discontinue any Product by giving DISTRIBUTOR 180 days
notice. Other new Products as developed by SELLER may be offered to DISTRIBUTOR
at SELLER's option and may be added to the Products.

4. Prices

    4.1 Purchase Prices. DISTRIBUTOR's Purchase Prices for Product under this
Agreement will be based on List Prices shown in Appendix A of this Agreement.
SELLER may change List Prices after notifying DISTRIBUTOR in writing at least
ninety (90) days prior to the effective date of the price change. Prices for
Custom Products shall be negotiated.

    4.2 Discount. DISTRIBUTOR's discount applicable to prices shown in Appendix
A is shown in Appendix B of this Agreement.

5. Orders and Lead Times

    5.1 Orders. All orders placed by DISTRIBUTOR with SELLER will be subject to
the terms of this Agreement. Unless expressly agreed by both parties in writing,
the terms of this Agreement shall take precedence over any language included on
any orders or acknowledgments.

    5.2 Lead Times: Products ordered by DLSTRIBUTOR shall be shipped on the date
requested provided that this date is consistent with applicable lead times given
on Order Acknowledgment. Orders which request shorter lead times will be filled
on a best efforts basis. Within 5 days of receipt of DISTRIBUTOR's order for
Products, SELLER will respond with an Order Acknowledgment accepting or
modifying DISTRIBUTOR's required quantities or delivery dates.

    5.3 Title: Title shall pass to DISTRIBUTOR upon SELLER's release of Product
to the carrier for shipment to DISTRIBUTOR,

    5.4 Payment: SELLER reserves the right to establish credit terms. Initial
orders will be shipped under payment terms of 45 days net from date of shipment
and will be changed to 60 days net when DISTRIBUTOR's credit record has been
established.

    5.5 Shipping: SELLER shall ship as specified on DISTRIBUTOR's purchase
orders. Shipment shall be F.O.B. SELLER's Livermore, California facility,
freight prepaid and invoiced to DISTRIBL70R at actual rates. All Duty charges
are responsibility of DISTRIBUTOR Insurance coverage can be provided upon
request by DISTRIBUTOR when placing DISTRIBUTOR's Purchase Order at DISTRIBUTORS
expense.

    5.6 Cancellation: DISTRIBUTOR may cancel, in writing, any purchase orders
prior to shipment of Products. If orders are canceled within 90 days of
scheduled shipment the DISTRIBUTOR will pay cancellation charges as shown In
Appendix C. DISTRIBUTOR may cancel, in writing, any Custom Designed Products
prior to shipment of such Products only if, together with its notice of
cancellation, DISTRIBUTOR offers to pay SELLER all SELLER's incurred and
non-cancelable costs for such Custom Designed Products. SELLER shall make best
efforts to minimize cost of Custom Designed Products after receiving notice of
cancellation.

    5.7 Price Adjustments: In the event SELLER reduces prices on any Products
which DISTRIBUTOR has previously purchased and which remain in DISTR11WTOR's
inventory, SELLER will provide DISTRIBUTOR with a credit of an amount equal to
difference between the purchased price and the reduced price of the Products,
the credit to beapplied to future orders, provided the Products were purchased
by DISTRIBUTOR not more than 6 months prior to the reduction in price.
DISTRIBUTOR will be asked to report inventory balances prior to the price
adjustment. No price adjustment will be granted if DISTRIBUTOR has not reported
inventory balances prior to the price adjustment or for the DISTRIBUTOR reported
no inventory on hand for the Product having a price adjustment 15 days after
the end of each fiscal quarter.

    5.8 Product Return. Within ten ('10) days of receipt of request for Product
Return Authorization for repair or credit, SELLER will issue the Return
Authorization or will provide DISTRIBUTOR with adequate reason for its refusal
to issue the Authorization Returns authorized for credit shall bear restocking
charges shown in Appendix C. Credit will be based at current pricing when
returned Product is received, subject to Product being in like new condition.
Credits will be issued as a credit memo to be used, to offset future purchases.
DISTRIBUTOR shall insure and pay all return costs and duties if applicable.

6. Business Commitments--DISTRIBUTOR

    6.1 Products: DISTRIBUTOR will aggressively and with its best efforts,
distribute and market SELLER's Products in (as listed in Appendix F) on an
ongoing basis, including, without limitation, the inclusion of SELLER's Products
in DISTRIBUTOR's catalogs or other promotional material. DISTRMUTOR agrees in
all such efforts it will refer to SELLER by name anal SELLER's Products by
SELLER's then current model names or numbers. All inclusion of SELLER's Products
in DISTRIBUTOR's promotional material shall be subject to prior approval by
SELLER, which shall not be unreasonably withheld nor delayed.

    6.2 Forecasts: DISTRIBUTOR shall furnish monthly to SELLER by Product a
12-month rolling, non-binding forecast by month of expected, orders for SELLER's
Products.

    6.3 lnventory: DISTRIBUTOR agrees to inventory and supply to customers, as
needed, and for prices and terms as it shall in its sole judgment determine,
emergency spare parts for use in meeting critical customer needs for replacement
equipment for SELLER's Products.

    6.4 Training: DISTRIBUTOR agrees, after the initial delivery of a system to
a customer and the initial familiarization of the customer with SELLER's
Products, to train any additional customer personnel as needed to assure
continued usage of the system purchased and the purchase of additional of
SELLER's Products.

    6.5 Compliance with Export Laws. DISTRIBUTOR will comply with all export
laws, related trees, and regulations of the United States Department of Commerce
and United States Governmental Agencies and authorities from !~,o9ntries listed
in Appendix E, and not export, or allow the export, of any of SELLER's Products
in violation of any such restrictions, laws or regulations.

    6.6 Reporting: DISTRIBUTOR will provide a quarterly report to SELLER
including but not limited to 1.) Copies of all Proposals made to present and
prospective customers, 2.) Copies of documents relating to shipments by
DISTRIBUTOR, 3.) Reasons for all RMA returns.

    6.7 Demo/Field Trial Equipment: DISTRIBUTOR shall place a purchase order for
a minimum two (2) systems (will not exceed $25,000) to be used. for
demonstrations and/or field trials when requested by customer. The initial order
shall be placed within 30 days of signing this agreement. The payment terms
shall be formalized when end-customer finalizes its system configuration, but at
least 15 days before shipping. SELLER reserves the right to revise payment terms
as set forth in point 5.4 of this agreement, for dcmonslration and field trial
systems.

SELLER shall provide sales, marketing and technical support to DISTRIBUTOR and
DISTRIBUTOR's customers as needed.

DISTRIBUTOR can expand territorial exclusivity beyond the territories listed in
Appendix F with confirmed field trial orders and subsequent equipment
installation.

    6.8 Bid and performance Bonds: DISTRIBUTOR agrees to accept financial
responsibility for the terms and conditions of bid and performance bonds set
forth by the end user. Failure to meet these financial responsibilities could be
deemed a brooch of this agreement, and SELLER could then, at its option, appoint
replacement distributor(s).

    6.9 Technical Support. DISTRIBUTOR will provide all in-country technical
support for all Products sold. Upon mutual agreement, technical support
personnel will be sent to the SELLER facilities for technical training, or
SELLER will provide training in-country. DISTRIBUTOR is responsible for all
transportation and living expenses,

    6.10 Translations of Advertising and Promotional Material SELLER agrees to
provide DISTRIBUTOR hard copies of advertising and promotional material in the
English language. Any additional translations in other languages will be at
DISTRIBUTOR's expense. SELLER maintains ownership of any translations if it
decides to pay for the cost of the translations.

7 Business Commitments- SELLER

    7.1 Products: SELLER will make available Products identified in Appendix A
of this Agreement for shipment to DISTRIBUTOR under the terms included in
section. 5 of this Agreement

    7.2 Sales Sunport SELLER will provide, without charge to DISTRIBUTOR,
detailed technical sales support to DISTRIBUTOR's customers on the technology,
configuration, use, and deployment and economics of Products. SELLER will not
provide routine sates support to DISTRIBUTOR'S customcrs on the basic features,
Product structure, uses, competitors or prices of Products.

    7.3 Training: SELLER will provide initial and annual Product training on the
general categories and patterns of use of Products, including competitors, basic
features, Product structure, and prices for D61RIBUTOR's sales personnel at
DISTRIBUTOR'S facilities or at SELLER'S facilities at no cost to DISTRIBUTOR.
Additional training will be provided upon the release of a significantly new
Product

    7.4 Advertising and From otional Material: SELLER will provide reasonable
anvunts of its normally available Advertising and Promotional material for use
by DISTRIBUTOR'S sales personnel at no cost to DISTRIBUTOR.

    7,5 Proposal Sun,p"ort: SELLER will provide technical support to assist
DISTRIBUTOR in responding to major Requests For Quotation or Requests For
Information (or similarly intended customer requests). Such. technical support
shall include, but not be limited to detailed descriptions of the technology,
configuration, use, and deployment and economics of Products.

    7.6 Technical SupRort for Customers: SELLER will provide to DISTRIBUTOR and
customers of DISTRIBUTOR, at no charge, the following technical support
services:

    (a) Initial System Support: SELLER will, upon the initial delivery only of a
Product of SELLER to any of DISTRIBUTOR'S customers, without charge to customer
or DISTRI13WOR, provide training to customer on the installation, maintenance,
and use of the Product.

    (b) Hotline Consultation Support: SELLER will provide, without charge to
DISTRIBUT'OR'S customers, a 24-hour per day, 7-day per week telephone line which
customers may call to obtain technical assistance on the use and operation of
SELLER's Products.

    (c) Field Engineer Support: SELLER will make available, at rates and terms
then current, either at SELLER's facility or, if required, at customers'
facility, field engineering personnel to analyze customer problems and repair
faults.

8.0 Periodic Review: DISTRIBUTOR and SELLER shall meet quarterly to review their
relationship, which shall include, but not be limited to, the following:

    (a) Coordination of joint sales and promotion efforts;

    (b) Status of customer standardization activities in DISTRIBUTOR's
territory;

    (c) DISTRIBUTOR's sale of SELLER Products during the previous quarter and
comparison to forecast

    (d) Open RFQs;

    (e) Unsuccessful responses to RFQs;

    (f) Identification of business opportunities in D15111BUTQR's territ6ry and
review of business strategy.

    (g) Description of features and delivery of new SELLER Products, and,

    (h) Competitive and market developments.

9 - Warranties:

    9.1 Product Warranties: SELLER's normal Product warranties (as shown in
Appendix D will apply to all Products purchased by DISTRIBUTOR. DIS1'R113UTOR's
customers will return Products under warranty to DISTRIBUTOR, who shall return
Products to SELLER. DISTRIBUTOR shall bear the costs of freight and insurance to
SELLER's repair facility. SELLER shall bear costs of freight and insurance for
return of Products to DISTRIBUTOR. If SELLER determines it is not practical to
repair the returned Product, SELLER may, at its sole discretion, replace the
returned Product with equivalent-Product. SELLER MAKES NO OTHER WARRANTIES THAN
THOSE SHOWN IN APPENDIX D WITH RESPECT TO ANY PRODUCTS AND DISCLAIMS ANY OTHER
WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. No warranty shall be applicable to any Product that is modified or
altered without the permission of SELLER, is not maintained in accordance with
SELLER's maintenance recommendations, has been operated in a manner other than
specified by SELLER, or has been treated with abuse or negligence, DISTRIBUTOR
is fully responsible for the satisfaction of its customers and will be
responsible for any claims, damages, settlement expenses, or attorney's fees
incurred above and beyond SELLER's stated warranty obligations to DXSTRrBUTOR
and DISTRIBUTORS customers.

    9.2 No Trouble Found Returns: DISTRIBUTOR shall pay all charges for return
of Product froze SELLER to DISTRIBUTOR for returns where no trouble is .found
(to be referred to as "No Trouble Found"). This provision in .1 . In r Out of
Warrant Re irs. After five returns where no trouble is found, DISTRIBUTOR will
pay an additional charge of 15% of the purchase price for any subsequent "No
Trouble Found" return.

    9.3 Out of Warranty Repairs: SELLER agrees to repair Products sold under
this Agreement for a period of ten (10) years after date of sale at prices then
current for repair services unless the Product has been modified or altered
without the permission of SELLER, or has not been maintained in accordance with
SELLER's maintenance recommendations, or has been operated in a manner other
than specified by SELLER, or has been treated with abuse or negligence. If the
Product is not repairable, SELLER shall return the Product to DISTRIBUTOR with a
reason for the failure to repair. DISTRIBUTOR shall bear the costs of freight,
duty and insurance for all Products returned to SELLER's repair facility for
out-ofwarranty repair. DISTRIPiJTOR shall bear costs of freight, duty and
insurance for return of Products to DISTRIBUTOR.

10 Limited Liability

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, SELLER WILL NOT BE
LIABLE WITH RESPECT TO ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY FOR

    (A) ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF TIDE AMOUNTS PAID TO SELLER
UNDER THE AGREEMENT IN THE TWELVE MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF
ACTION AROSE, OR

    (B) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, OR

    (C) COSTS OF PROCUREMENT OF SU13STITUTE GOODS, TECHNOLOGIES, OR SERVICES.

11 Infringement:

    In the event DISTRIBUTOR receives a claim that the Product or any part
thereof infringes upon the patent, copyright, or trademark rights of others,
DISTRIBUTOR shall immediately notify SELLER in writing of all such claims.
SELLER shall defend or settle such claims, procure for DISTRIBUTbR the right to
use the Products or modify the Products to avoid infringement. DISTRIBUTOR
agrees to provide reasonable assistance to SELLER in such defense and to give
SELLER the opportunity to assume sole control over any defense or negotiations
for settlement or compromise. In any event, SELLER will indemnify and hold
DISTRIBUTOR harmless from any resulting costs or damages. However, SELLER shall
have no liability for any claim based upon the combination, operation, or use of
any Product applied with the equipment not supplied by SELLER or based upon
alteration of the Product by someone other than SELLER.

12 Trademarks

    During the term of this Agreement, or any extension thereof, DISTRIBUTOR may
use any of SELLER's trademarks, insignias, logos, or proprietary marks in
connection with DISTRIBUTOR's sales, advertisements, and promotions of the
Product. DISTRIBLTOR acknowledges that these trademarks and logos are valuable
assets of SELLER and DfSTRIBUTOR's use of such proprietary marks shall be in
accordance with SELLER's direction and policies. SELLER grants DISTRIBUTOR
permission to reprint any of SELLER's literature at DISTRIBUTOR'S expense, in
connection with DISTRIBUTOR's sales, advertisements, and promotions of the
Product, consistent with the limitations contained in paragraph 6.1.

13 Termination of Agreement

    13.1. Termination For Cause

      Either party shall have the right to terminate this agreement immediately
upon written notice on the occurrence of the following events:

    A. If the other party materially breaches any provision of this Agreement
arid fails to cure such breach within 30 days of receiving written notice
describing the breach; or

    B. If the other party ceases operations, becomes insolvent, seeks protection
under any bankruptcy, receivership, trust deed, creditors arrangement, or
comparable proceeding,; or

    C. Upon invalid assignment of the rights under this ,Agreement (Section 19).

In the event DISTRIBUTOR is terminated for breach (Section A above) or for an
invalid assignment (Section C above), then DISTRIBUTOR waives any rights to
return equipment to SELLER as granted in Section 5, Orders, and Lead Times.

    13.2 Termination for Convenience

       SELLER has the right to terftinate portions or all of this agreement at
any time if DISTRIBUTER is riot meeting obligations as identified in Section 23
- Exclusivity, or Appendix G Territory Milestones. SELLER has the right to
terminate agreement with thirty (30) day written notice if it determines it no
longer desires to pursue business opportunities in territories identified in
Appendix F.


Both parties agree to discuss and negotiate in good faith for territories where
portions or all of the obligations are being met. If DISTRIBUTOR teminates this
Agreement for convenience, it waives any rights to return equipment to
Manufacturer as granted in Section 5, Orders, and Lead Times.

l4 Effect of Termination

    Upon termination, DISTRIBUTOR agrees to cease claiming to be an authorized
exclusive distributor of SELLER and shall immediately upon termination remove
all signs, names, insignias, logos, proprietary marks, and other promotional
advertising, sales information, technical, and other materials which identifies
or appears to identify it with SELLER, and return same to SELLER.

15 Relationship of Parties

    This Agreement does not in any way create the relationship of joint venture,
partnership, or principal and agent between SELLER and DISTRIBUTOR, and neither
shall have the power or ability to pledge the credit of the other, nor to bind
the other, nor to contract in the name of or create a liability against the
other in any way for any purpose. DISTRIBUTOR" an independent contractor and is
solely responsible for actions of its employees.or agents. DISTRIBUTOR will
indemnify SELLER for all claims arising out of tale actions of DISTRIBUTOR'S
employees or agents in providing unauthorized representations or warranties or
failing to disclose all warranties or representations of SELLER.

16 Survival of Obligations

    The termination of this Agreement shall not affect the obligations of either
party to the other which arise under the terms and conditions of this Agreement,
rights arising from this Agreement, or causes of action, which have accrued
prior to the date of the termination.

17 Notices

    Except as otherwise provided herein, any notices or demands which are
required by law or under the terms of this Agreement shall be triven or made by
either party in writing, delivered by major commercial delivery service, or
mailed by certified mail, return receipt requested, to the respective parties
set forth below.

Notice to DISTRIBUTOR.

Distinctive Devices, Inc.
Qne Bridge Plaza, Suite 100,
Fort Lee, NT 07024
USA
Tel. 201-363-9922

Attention: SanjaY Mody, President

Noticv to SELLER.

RealTimc Access, Inc.
455 North Canyons Parkway Suite B
Livermore, CA. 94550
U. S. A.
Tel. (925) 377 -9000
Attention: Rafael J. Zamora, President & CEO

18 Governing Law

    This Agreement shall be construed in accordance with- the laws of the State
of California, excluding the conflict of laws principles thereof. All disputes
to be settled by the Process of Arbitration in California, U.S.A., or if
unsuccessful in Arbitration, shall be adjudicated in the Court of Jurisdiction
of Livermore, California, U.S.A.

19 Non-Assignability

    The rights and obligations created hereunder cannot be assigned lay either
party either voluntarily or by operation of the law without the prior written
consent of the other party. Any unauthorized transfer or attempt to transfer or
assign shall automatically terminate this Agreement.

20 Force Majeure

    Neither party shall be responsible for delays or failure in performance
resulting from acts of God, labor strikes, acts of war or civil disruption,
government regulations imposed after the fact, public utility failures, or
natural disasters.

21 Confidentiality

    DISTRIBUTOR and SELLER agree that during the term of this Agreement, each
will disclose to the other proprietary information regarding matters dealing
with actions necessary to carry out the intent and terms of this Agreement. The
parties agree that each will keep the other's proprietary information and all
related matters confidential and prevent disclosure of said information by its
agents, employees, or representatives, including disclosure to any subsidiaries,
affiliates, or associated companies.

22 Severability

    In the event that any prov1sion of this Agreement shall be unenforceable or
illegal, such provision shall be severed and the entire Agreement shall not
fail, but the balance of the Agreement shall continue in full force and effect.

23 Exclusivity

    Should DISTRIBUTOR, in each year of the Agreement fail to meet the following
minimum volume of SELLER's Products ordered and delivered (all amounts in U.S.
$) in ail territories, then SELLER shall have the right to appoint other
distributor's in those territories listed in Appendix F.

Year 1;                $1,000,000 (for all territories covered by this
                        agreement)

All succeeding years;   To be reviewed three (3) months prior to start of
                        calendar year.

SELLER's assumption of the right to appoint other distributors in - atl
territories listed in Appendix F does not relieve DISTRIBUTOR of the obligation
to refrain from selling competing, Product lines. Exclusivity may be terminated
in the event of a breach of the terms of this agreement, even if cured.

24 Headings:

    Headings and Captions are for convenience only, and shall not be used in any
interpretation of this agreement.

25 Miscellaneous:

    25.1 Time. Time is of the essence of this Agreement.

    25.2 Corporate Authority. The persons executing this Agreement warrant that
they have the right power, legal, capacity, anal appropriate authority to enter
into this Agreement on behalf of the entity for whom they sign.

    25.3 Original Equipment Manufacturer. In the future, SELLER and DISTRIBUTOR
may enter into discussions when DISTRIBIUTOR may desire to private label
SELLER's Products under DISTRIBUTOR's nkime. Both parties agree to enternto such
discussions as sales volumes increase following the execution of this agreement.
Any such OEM agreement will be defined in a separate Agreement

<PAGE>


                   APPENDIX A - PRODUCT LIST AND LIST PRICES
    CoBAnet International - Prices are denominated in US$ FOB Livermore, CA.

                                      CoBA
                            INTERNATIONAL PRICE LIST

<TABLE>
<CAPTION>

<S>        <C>      <C>       <C>                                                   <C>
TYPE       BASE     OPTIONS   DESCRIPTION                                           US
           MODEL                                                                    LIST PRICE
=====      =======  ========  ======================                                =========
RT         T1301    -         CoBAnet Remote Terminal 32 Lines                            -
Cabinets   -        00000     Base Configuration                                       $800
                    1xxxx     Outdoor Mount Enclosure                                  $375
                    4xxxx     Indoor Mount- Rack 19"                                      -
                    5xxxx     Indoor Mount - Rack 23"                                     -
                    7xxxx     Indoor Mount- Wall enclosure                                -
                    x1xxx     Local Power, -48 VDC                                        -
                    x6xxx     Local Power,100-240Vac,60/50Hz,w/batteries             $4,175
                    xx1xx     With VF Protection Krone Block- Solid State              $365
                    xx2xx     With VF Protection Krone Block- Gas                      $365
                    xx3xx     With VF Protection Block-5 Pin Tubes-Solid State         $275
                    xx4xx     With VF Protection Block-5 Pin Tubes-Gas                 $275
                    xxx1x     With VF Stub-50 Feet,24AWG(Gell filled)                  $275
                    xxx2x     With VF Stub-10 feet,24AWG(Air Core)                     $115
                    xxxx1     With xDSL Splitter Mounting Kit (2 Splitters)            $250
           T1302    -         CoBAnet Remote Terminal 10/16 Lines                         -
                    00000     Base Configuration                                       $625
                    1xxxx     Outdoor Mount Enclosure                                  $275
                    4xxxx     Indoor Mount-Rack 10"                                       -
                    5xxxx     Indoor Mount-Rack 23"                                       -
                    7xxxx     Indoor Mount-Wall Enclosure                                 -
                    x1xxx     Local Power,-48 VDC                                         -
                    x6xxx     Local Power,100-240 VAC,60/50 Hz,w/batteries           $2,075
                    xx1xx     With VF Protection Krone Block-Solid State               $365
                    xx2xx     With VF Protection Krone Block-Gas                       $365
                    xx3xx     With VF Protection-5 Pin Tubes-Solid State               $225
                    xx4xx     With VF Protection-5 Pin Tubes-Gas                       $225
                    xxx1x     With VF Stub-50feet,24 AWG (Gell filled)                 $275
                    xxx2x     With VF Stub-10feet,24 AWG (Air Core)                    $115
                    xxxx1     With xDSL Splitter Mounting Kit (2 Splitters)            $250
           T1303    -         CoBAnet Remote Terminal 64 Lines                            -
                    00000     Base Configuration                                     $1,600
                    1xxxx     Outdoor Mount Enclosure                                  $750
                    4xxxx     Indoor Mount-Rack 19"                                       -
                    5xxxx     Indoor Mount-Rack 23"                                       -
                    7xxxx     Indoor Mount-Wall Enclosure                                 -
                    x1xxx     Local Power,-48 VDC                                         -
                    x6xxx     Local Power,100-240 VAC,60/50Hz w/batteries            $4,775
                    xx1xx     With VF Protection Krone Block-Solid State               $730
                    xx2xx     With VF Protection Krone Block-Gas                       $730
                    xx3xx     With VF Protection-5 Pin Tubes-Solid State               $550
                    xx4xx     With VF Protection-5 Pin Tubes-Gas                       $550
                    xxx1x     With VF Stub-50feet, 24 AWG (Gell Filled)                $550
                    xxx2x     With VF Stub-10feet, 24 AWG (Air Core)                   $230
                    xxxx1     With xDSL Splitter Mounting Kit(4 Splitters)             $500
RT Shelf
And Mech.  M1911    -         RT Shelf                                                    -
                    1xxxx     Full Size (24&32 Line)                                   $150
                    2xxxx     Small Size (12&16 Line)                                  $125
           M1912    -         RT Backplane Assemblies                                     -
                    1xxxx     Full Size(24&32 Line)-Release 1                          $750
                    2xxxx     Small Size(12&16 Line)-Release 1                         $600
                    3xxxx     Full Size (24&32 Line)- Release 2                        $750
                    4xxxx     Small Size (12&16 Line)-Release 2                        $600
           M1913    -         RT Outdoor Enclosures                                       -
                    1xxxx     Full Size (24&32 Line)                                   $375
                    2xxxx     Small Size (12&16 Line)                                  $275
RT shelf
And Mech.  M1921    -         RT Mounting Hardware-Full RT                                -
                    1xxxx     Pole Mount Basket                                         $75
                    2xxxx     Wall                                                      $75
                    3xxxx     Rack Mounting Kit                                         $95
                    x1xxx     19" Bays                                                  N/C
                    x2xxx     23" Bays                                                  N/C
           M1922    -         RT  Mounting Hardware-Small RT                              -
                    1xxxx     Pole Mount Bracket                                        $75
                    2xxxx     Wall                                                      $75
                    3xxxx     Rack Mounting Kit                                         $95
                    x1xxx     19" Bays                                                  N/C
                    x2xxx     23" Bays                                                  N/C
RT         P1960    -         RT,Local Power Kit                                          -
AC/power            1xxxx     Local Power,100-240VAC,60/50Hz,w/batteries,32L         $4,175
Ringing             2xxxx     Local Power,100-240VAC,60/50Hz,w/batteries,64L         $4,775
Generator           3xxxx     -48 VDC                                                     -
           P4510    -         Remote Terminal Power Supply Charger                        -
                    1xxxx     Lorain Power Supply,32L RT                             $2,550
                    2xxxx     Lorain Power Supply,64L RT                             $3,275
           P4530    xxxxx     Lorrain Power Supply Modules                             $725
           M6000    xxxxx     Power Sonic batteries,4pack                              $400
RTCables   C1910    -         RT Cables                                                   -
And Misc.           1xxxx     VF Stub                                                     -
Access.             x1xxx     50 Pairs,0.5mm/24AWG                                        -
                    xx1xx     17 Meters/50Feet                                         $275
                    xx2xx     3Meters/10 Feet                                          $115
           K1910    -         RT Spares Kits                                              -
                    1xxxx     Generic Kit                                                 -
                    2xxxx     Surge Protectors-Primary Protection                         -
                    x1xxx     Krone Block                                              $275
                    x2xxx     Krone module of 10-solid state                           $150
                    x3xxx     Krone module of 10-Gas                                   $150
                    x4xxx     5 Pin Mounting Block                                     $200
                    x5xxx     5 Pin Tubes-Solid State(kit qty 10)                      $150
                    x6xxx     5 Pin Tubes-Gas (kit qty 10)                             $150
                    6xxxx     Versutile Krone Tool                                      $92
                    9xxxx     Rt Cable Port Kits                                          -
                    x1xxx     1"Port-shrink wrap                                       $100
                    x2xxx     1"Closed Port(To close the 2nd hole small RT)             $75
           M5000    1xxxx     xDSL RT splitter Mounting Kit(2 splitters)               $250
COT's      T1400    -         CoBAnet Central Office Terminal                             -
                    xxxxx     Release1-Base Configuration                              $800
                    x1xxx     Release1-Front configuration                           $1,000
                    1xxxx    Release2-Base Configuration                               $800
                    11xxx    Release2-Front Configuration                            $1,000
COT Shelf  M1410    -        COT Shelf-CoBAnet                                            -
And Mech.           00000    Release1-Base Configuration                               $300
                    x1xxx    Release1-Front Configuration                              $525
                    1xxxx    Release2-Base Configuration                               $300
                    11xxx    Release2-Front Configuration                              $525
           M1710    -        COT Backplane Assembly                                       -
                    2xxxx    CoBAnet Central Office Terminal-Release 1                 $600
                    3xxxx    CoBAnet Central Office Terminal-Release 2                 $600
           M1720    -        COT Shelf-Upgrade to front Connectorization                  -
                    2xxxx    CoBAnet  Central Office terminal                             -
           M1730    -        COT Mounting Hardware                                        -
                    2xxxx    CoBAnet Central Office Terminal                              -
                    x1xxx   Mounting ears                                               $46
                    xx1xx   19" Bays                                                    N/C
                    xx2xx   23" Bays                                                    N/C
COT Pwr    P1710    -       COT Power Supply Unit                                         -
                    1xxxx   COT Power Supply Unit                                      $300
                    2xxxx   COT Power Supply Unit with Loadsharing                     $400
COT        C1710    -       COT Cables                                                    -
Cables              1xxxx   VF Harness/Pig tail-1 Meter/3feet                           $90
And Misc.           2xxxx   VF Harness/Pig tail-1 Meter/3feet,front access             $125
Access.    K1710    -       COT Spares Kits                                               -
                    1xxxx   Generic Kit-CoBA                                              -
                    2xxxx   Generic Kit-CoBAnet,Rel.2                                     -
           B1710    -       COT EF&I Items                                                -
                    1xxxx   Bolted Aluminum Bay                                        $325
                    2xxxx   Fusc&Alarm panel                                           $490
                    x1xxx   19" Bay                                                     N/C
                    x2xxx   23" Bay                                                     N/C
Transport  R1110    -       COT Transport Card-ETSI HDSL-Conexant                         -
Modules             1xxxx   2 Pairs                                                    $850
                    2xxxx   3 Pairs                                                  $1,050
                    x1xxx   Point-to-point 32 lines                                     N/C
                    x2xxx   Point-to-Multipoint 16 Lines (per pair)                    $100
                    x3xxx   Point-to-Multipoint 10 Lines (per pair)                    $200
           R1460    -       COT Transport Adaptor Card-ETSI HDSL-Conexant              $275
           R1310    -       RT Transport Card-ETSI HDSL-Conexant                          -
                    1xxxx   1 Pair                                                     $775
                    2xxxx   2 Pairs                                                    $975
                    3xxxx   3 Pairs                                                  $1,175
           R1710    -       RT Transport Adaptor Card-ETSI HDSL-Conexant               $275
Loop       R1210    -       Transport Loop Extender-ETSI HDSL-Conexant                    -
Extenders           1xxxx   1 Pair,10 Lines-Conexant Rel.1                                -
                    2xxxx   1 Pair,16 Lines-Conexant,Rel.1                                -
                    3xxxx   2 Pairs,32 Lines-Conexant,Rel.1                          $2,750
                    4xxxx   3 Pairs,32 Lines-Conexant,Rel.1                               -
           M2510    -       Transport Loop Extender Housing                               -
                    1xxxx    820 Type Universal Housing,Protected,Filled,2 Slot      $2,750
           M2511    -        Transport Loop Extender Housing                              -
                    1xxxx    QuickPro Universal Housing,Protected,Filled,2 slot        $950
Line       L1110    -        COT POTS Line Card-LS/Payphone-ETSI                          -
Cards               2xxxx    8 Lines                                                   $550
                    X1xxx    600 Ohm Impedance                                            -
                    X2xxx    900 Ohm Impedance                                            -
                    X3xxx    Complex Impedance                                            -
                    Xx1xx    16 KHz Pulse Metering                                        -
                    Xx2xx    12 KHz Pulse Metering                                        -
           L1310    -        RT POTS Line Card-LS/Payphone-ETSI                           -
                    1xxxx    2 Lines                                                   $280
                    2xxxx    8 lines                                                   $680
                    x1xxx    600 Ohm Impedance                                            -
                    x2xxx    900 Ohm Impedance                                            -
                    x3xxx    Complex Impedance                                            -
                    xx1xx    16 KHz Pulse Metering                                        -
                    xx2xx    12 KHz Pulse Metering                                        -
                    xxx1x    20 Hz Ringing                                                -
                    xxx2x    25 Hz Ringing                                                -
SPECIAL    L1452    xxxxx    COT ISDN-BRI-ETSI(2Lines)                                 $500
Services   L1652    xxxxx    RT ISDN-BRI-ETSI (2Lines)                                 $500
LineCards  L1470    -        COT ISP Interface                                            -
                    20000    COT ISP Interface-E1(ATM)/Ethernet(IP)                  $1,150
           L1971    xxxxx    RT xDSL-Variable rate (2Lines)                          $1,500
XDSL       Q1000    -        xDSL CPE,ATM-based                                           -
Accessories         xxxxx    xDSL,Extreme 100B,Full-rate,1E-Port,bridge                $550
                    1xxxx    xDSL,Extreme1000,Full-rate,4E-Port,bridge/router          $700
                    2xxxx    xDSL,Extreme200,Full-rate,1 USB/1 Ethernet                $650
           M4000    -        xDSL assemblies                                              -
                    1xxxx    RTxDSL Splitter                                            $90
                    2xxxx    CPE,Voice Passive Filter                                   $16
OAM&P      I1960    -        RT Subscriber Loop Test Unit Card                            -
                    Xxxxx    RT Subscriber Loop Test Unit Card,Rel.1                   $450
                    1xxxx    RT Subscriber Loop Test Unit Card,Rel.2                   $450
           I1710    -        COT System Management Card                                   -
                    1xxxx    Alarm History, Subscriber Testing, Remote Access          $300
                    2xxxx    Alarm History,Subscriber Testing,Remote Access,MLT        $350
                    3xxxx    Alarm History,Subscriber Testing,Remote Access,4TEL       $350
           F1750    -        COT System Management Firmware                            $125
EMS        T1450    -        CoBAnet Element Management System                            -
                    1xxxx    Turn-key System                                        $15,000
                    2xxxx    Applications Software Only                             $11,500
           S1450    -        EMS Applications Software                              $11,500
           K1720    -        EMS Spares Kits                                              -
                    1xxxx    EMS Accessories Kit                                          -

                              MiniCoBA PRICE LIST
                              ===================

RT         T4712    -        MiniCoBA Remote Terminal Unit 2 Lines
Unit                00000    Base Configuration                                           -
                    1xxxx    Outdoor Mount Enclosure-Plastic                           $475
                    2xxxx    Outdoor Mount Enclosure-Aluminum                          $325
                    x1xxx    600 Ohm Impedance                                            -
                    x3xxx    Complex Impedance                                            -
                    xx1xx    25Hz Ringing                                                 -
                    xx2xx    20Hz Ringing                                                 -
                    xxx2x    12 KHz Pulse Meeting                                         -
                    xxxx0    MDF Subscriber Terminals                                     -
                    xxxx1    Pouyet Subscriber Terminals w/gas tubes                      -
           T4812    -        MiniCoBA Remote Terminal Unit 4 Lines                        -
                    00000    Base Configuration                                           -
                    1xxxx    Outdoor Mount Enclosure-Plastic                           $550
                    2xxxx    Outdoor Mount Enclosure-Aluminum                          $450
                    x1xxx    600 Ohm Impedance                                            -
                    x2xxx    900 Ohm Impedance                                            -
                    x3xxx    Complex Impedance                                            -
                    xx1xx    25 Hz Ringing                                                -
                    xx2xx    20 Hz Ringing                                                -
                    xxx1x    16KHz Pulse Metering                                         -
                    xxx2x    12 KHz Pulse Metering                                        -
                    xxxx0    MDF Subscriber Terminals                                     -
                    xxxx1    Pouyet Subscriber Terminals w/gas tubes                      -
           T4912    -        MiniCoBA Remote Terminal Unit 8 Lines                        -
                    00000    Base Configuration                                           -
                    1xxxx    Outdoor Mount Enclosure-Plastic                         $1,100
                    2xxxx    Outdoor Mount Enclosure-Aluminum                          $900
                    x1xxx    600 Ohm Impedance                                            -
                    x2xxx    900 Ohm Impedance                                            -
                    x3xxx    Complex Impedance                                            -
                    xx1xx    25Hz Ringing                                                 -
                    xx2xx    20Hz Ringing                                                 -
                    xxx1x    16KHz Pulse Metering                                         -
                    xxx2x    12KHz Pulse Metering                                         -
                    xxxx0    MDF Subscriber Terminals                                     -
                    xxxx1    Pouyet Subscriber Terminals w/gas tubes                      -
           T4711    -        MiniCoBA COT Line Unit 2 Lines                               -
                    00000    Base Configuration                                           -
                    1xxxx    COT Line Unit,2 Lines, 64Kbps                             $375
                    1xxx     600 Ohm Impedance                                            -
                    X2xxx    900 Ohm Impedance                                            -
                    X3xxx    Complex Impedance                                            -
                    Xx1xx    25 Hz Ringing                                                -
                    Xx2xx    20 Hz Ringing                                                -
                    Xxx1x    16KHz Pulse Metering                                         -
                    Xxx2x    12 KHz Pulse Metering                                        -
COT        T4811    -        MiniCoBA COT Line Unit 4 Lines                               -
Line Unit           00000    Base configuration                                           -
                    1xxxx    COT Line Unit, 4 Lines, 64Kbps                            $425
                    x1xxx    600 Ohm Impedance                                            -
                    x2xxx    900 Ohm Impedance                                            -
                    x3xxx    Complex Impedance                                            -
                    xx1xx    25 Hz Ringing                                                -
                    xx2xx    20 Hz Ringing                                                -
                    xxx1x    16kHz Pulse Metering                                         -
                    xxx2x    12kHz Pulse Metering                                         -
           T4911    -        MiniCoBA COT Line Unit 8 Lines                               -
                    00000    Base Configuration                                           -
                    1xxxx    COT Line Unit, 8 Lines,64Kbps                             $850
                    x1xxx    600 Ohm Impedance                                            -
                    x2xxx    900 Ohm Impedance                                            -
                    x3xxx    Complex Impedance                                            -
                    xx1xx    25 Hz Ringing                                                -
                    xx2xx    20 Hz Ringing                                                -
                    xxx1x    16kHz Pulse Metering                                         -
                    xxx2x    12kHz Pulse Metering                                         -
COT's      T4800    -        CoBAnet Central Office Terminal                              -
                    00000    Base Configuration                                        $800
                    x1xxx    Front Connectorization                                    $100
OAM&P      T1410    -        miniCoBA Element Management System                     $11,500
           I1710    -        COT System Management Card                                $375
           F1750    -        COT System Management Firmware                             $75

</TABLE>

<PAGE>

                             APPENDIX B - DISCOUNTS

                             DISTRIBUTOR DISCOUNT:

The typical discount. for COBA and u>iniCoBA will result iii 5175 and $140 per
POTS line pricing rcspcctivcly.

Discount will depend on Product requirements. DISTRIBUTOR will previdc
in-country customer pricing including any and all markups required to socure
business. In the event that customer requires direct contract negotiations
with RealTime Access Inc, (SELLER), the DISTRIBUTOR and SELLER will negotiate
an appropriate commission stricture including amount of commission and paymortts
schedule.

<PAGE>

                APPENDIX C - CANCELLATION AND RESTOCKING POLICY

A 20% charge will be applied on every single cancellation or restocking request
from the DISTRIBUTOR.

<PAGE>

                         APPENDIX D - PRODUCT WARRANTY

                  PRODUCT WARRANTY: 3 YEARS from shipment date

<PAGE>

                     APPENDIX E - RETURN AND REPAIR POLICY

                                PRODUCT WARRANTY

RealTime Access, Inc. that all products furnished hereunder shall be free form
defects in material and workmanship and shall conform to the specifications
current at time of shipment for a period of thirty-six (36) months form date of
shipment to PURCHASER, The warranty shall survive inspection and payment,
provided that PURCHASER promptly notifies RealTime Access, Inc. of any defect
covered by warranty.

RealTime Access, Inc, warrants that all Products ordered hereunder shall be new
and tree and clear of liens and encumbrances.

Defective Products shall be returned to RealTime Access, Inc., postage prepaid,
and shall be repaired or replaces with new or functionally equivalent Product at
RealTime Access, Inc.'s option, and returned to PRUCHASER, postage prepaid.
Unless otherwise agreed, RealTime Access, Inc. shall ship repaired or
replacement Products within thirty (30) days of receipt.

Repaired or replaced Products shall be warranted for the remainder of the
original warranty period or for six (6j months form the date of shipment of the
repaired or replaced Products to PURCHASER, whichever is longer.

No warranty shall be applicable to any Product that is modified or altered
without the permission of RealTime Access, Inc., is not maintained in accordance
with RealTimc Access, Ina's admittance recommendations, has been operated in a
manner other than specified by RealTime Access, Inc., or has been treated with
abuse or negligence.

REPAIRS NOT COVERED UNDER WARRANTY

RealTime Access, Inc shall provide service on all Products ordered under this
Agreement for a period of ten (10) years after the expiration of this Agreement.

Products to be repaired shall be returned to the RealTime Access, Inc., postage
prepaid and repaired or replaced with a new or functionally equivalent Product
at RealTime Access, Inc,'s option, and returned to PURCHASER postage prepaid,
Unless otherwise agreed, RcalTime Access, Inc, shall ship repaired or
replacement Products within thirty (34) days of receipt,

RealTime Access, Inc.'s charges for repair are at 25% of list price regardless
of defect if any, and are exclusive of any applicable excise or sales taxes,
shipping, duties, or insurance. RealTime Access, Inc. will not invoice PURCHASER
for any applicable excise or sales taxes where PURCHASER furnishes RealTime
Access, Inc, a tax cxcmption certificate, a certificate of authority, a direct
pay permit or any document granting exception to sales or excise tax acceptable
to the applicable taxing authority.

RealTime Access, Inc, shall have the right, in its sole discretion, to the
change the repair charges. Changes in these charges shall be effective 90 days
written notification to PURCHASER.

EMERGENCY REPLACEMENT

In the case where a customer requires an emergency replacement of a RealTime
Access, Ire. product, the customer must call the RcalTime Access, Inc, Account
Manger to obtain a Replacement Authorization. After notifying the customer that
an emergency replacement is possible and providing a Replacement Authorization
Number, RealTimc Access, Inc, will ship the replacement unit within 24 hours,
via air or other mcans that the customer may direct. The customer will be
invoiced for the replacement unit at full list prig, plus a $75 emergency
handling charge per assembly and shipping,

The customer must return the failed assembly to RealTime Access, Inc. within 30
days, identifying it with the Replacement Authorization number, If returned
assembly is in warranty, the customer's account will be credited for the full
list price of the assembly. if the returned assembly is out of warranty, but us
repairable, the customer's account will be credited with an amount equal to 60%
of the list price of the assembly, No credit will be given if the customer fails
to return the failed assembly within 30 days or if the failed unit proves
unrepairable, Assemblies suAied via emergency replacement are warranted for two
years form date of shipment. The emergency handling charge is waived in the case
if assemblies, which fail upon, first use, "out-or=box' failures. If an
emergency Replacement does fail on first use, then RealTime Access, Inc. will
need the order number under which the original equipment was shipped.

FIELD SERVICE AND TECHNICAL SUPPORT

Technical support to RcalTimc Access, lnc, customers is provided free of charge
via telephone from RealTirne Access. Inc, Customer Technical Assistance Center
(CTAC), in Livermore CA.

Technical Support: 1-877-370-0111

Main Telephone:      925-371-9000

If personnel on duty in the CTAC cannot solve a problem over the telephone, an
escalation procedure is initiated resulting in highly trained engineering
specialists or development engineers becoming involved in the attempt to
diagnose the problem.

The CTAC does not answer questions (or will charge for the answer to questions)
involving proper configurations of equipment, applications engineering or new
orders. Consult Product Marketing for the answers to such questions.

On site technical support generally requires a purchase order number except when
covered by a specific support contract. Contract service rates are generally
negotiated.

<PAGE>

                               REPAIR PROCEDURES

In order to return Products to Rea3Time Access, Inc., PURCHASER shall contact
RealTime Access, Inc, and obtain an RMA (Return Material Authorization) and
associated MIA Number, which shall be displayed on any shipping containers used
to return Products to RealTime Access, Inc, Products shall additionally be
identified as follows:

     (a) Name and address of`PURCHASER location form which shipment of Products
for repair was made;

     (b) Quantities and model numbers of Products being dclivercd for repair,
the nature of the defect or failures, and purchase order number under which
repairs are to be made;

     (c) Name and telephone number of PUCHASER employee to be contracted
concerning proposed repairs or replacement;

     (d) PURCHASEk location to which repaired or replacement Products should be
shipped,

Invoices from RealTime Access, Inc. for repaired or replacement Products shall
set forth as a minimum:

     (a) PURCHASER purchases order number which Products were repaired;

     (b) Quantities and model number of Products repaired and associated repair
charges;

     (c) Applicable: sales or excise taxes;

     (d) Total amount payable;

     (e) Address to which payment should be made.

Payment with respect to invoices for repair or replacement shad be due from
PURCHASER thirty (30) days after receipt of invoice from RealTime Access, Inc.

<PAGE>

                               ORDER CANCELLATION

Orders canceled before the agreed upon delivery will be charged a cancellation
fee as shown, unless specific contractual agreement specifying other charges is
in existence;

When order is canceled:
              Cancellation fee (% of purchase order price)

90+ days                  20%

45 to 60 days             35%

30 to 45 days             45%

15 to 30 days             60%

Under 15 days             75%

<PAGE>

                            APPENDIX F-TERRITORIES

Russia

Ukraine

Bulgaria

Turkey

<PAGE>

                       APPENDIX G - TERRITORY MILESTONES

DISTRIBUTOR must insure that SELLER's Products are homologated/typeapproved with
the territories. In addition, field trials of the equipment must be deployed.

<PAGE>

26 Entire Agreement:

     This Agreement supersedes all prior proposals, oral or wAlbon, and all
previous negotiations, communications or discussions between the two parties
relating to the subject matter of this Agreement.

27 Waiver
     Failure of either DISTRIBUTOR or SELLER to enforce any Clause in this
Agreement does not constitute a waiver of the clause.

The follawieg is a list of Appendices, which are attached hereto and incorpated
by reference.

             Appendix A Product List and List Prices

             Appendix B Discounts

             Appendlx C Canceellation and Restoring Policy

             Appendix D Warranty

             Appendix E Return and Repair Policy

             Appendix F Territories

             Appendix G Territory Milastones

DISTRIBUTOR                       SELLER - RealTime Access, Inc.

/s/Sanjay Mody                    /s/Rafael I. Zamora
President                         President & CEO
09/01/2001                        09/01/2001

Distinctive Devices, Inc.         RealTime Access, Inc.