EXHIBIT
10.1








EarthSearch
Communications International, Inc.


MASTER
DISTRIBUTOR LICENSING AGREEMENT FOR


JSC
KOMTELECOM-T


 


This
Agreement dated 25th May, 2012, by and between EarthSearch Communications, Inc., located at 810 Franklin Court,
Suite H, Marietta, Georgia, USA 30067 (hereinafter "EarthSearch") and: JSC KomteleCom-T, located at 107045,
r. MOCKBa, CpeTeHcknn, TYNNK R.2, POCC1414 (Phone: 7495 916-58-91), (Hereinafter referred to as "Master Distributor"
whether signing as an individual or a company)


 


WHEREAS,
EarthSearch is engaged in the business of selling the various EarthSearch Communications wireless, RFID and GPS devices and/or
accessories and providing a subscription-based service in respect thereof (together with GATIS "Global Asset Tracking ad
Identifications System"; the "System"), and desires to form a mutually profitable relationship with Master Distributor
to obtain new customers to purchase the System;


 


WHEREAS,
Master Distributor is in the business of providing asset monitoring and security service and desires to sell the System; and


 


WHEREAS,
the parties, desire to set forth herein the terms and conditions under which the Master Distributor will promote the products
of EarthSearch Communications


 


NOW
THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.Appointment
of Master Distributor and Master Distributor's Responsibilities


 


		(A)	EarthSearch
                                                                                                    hereby appoints Master Distributor
                                                                                                    the right to sell the EarthSearch
                                                                                                    Systems, products and services
                                                                                                    to a Distributor network and
                                                                                                    end user clients.



 


		(B)	Master
                                                                                                                            Distributor
                                                                                                                            (or
                                                                                                                            an
                                                                                                                            employee
                                                                                                                            of
                                                                                                                            Master
                                                                                                                            Distributor)
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            responsible
                                                                                                                            for
                                                                                                                            the
                                                                                                                            installation
                                                                                                                            of
                                                                                                                            the
                                                                                                                            System
                                                                                                                            to
                                                                                                                            end
                                                                                                                            user
                                                                                                                            customer,
                                                                                                                            the
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            responsible
                                                                                                                            for
                                                                                                                            development
                                                                                                                            of
                                                                                                                            proper
                                                                                                                            installation
                                                                                                                            training
                                                                                                                            procedures
                                                                                                                            for
                                                                                                                            all
                                                                                                                            other
                                                                                                                            distributors
                                                                                                                            that
                                                                                                                            it
                                                                                                                            shall
                                                                                                                            license
                                                                                                                            to
                                                                                                                            resell
                                                                                                                            the
                                                                                                                            EarthSearch
                                                                                                                            products.
                                                                                                                            If
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            does
                                                                                                                            not
                                                                                                                            directly
                                                                                                                            perform
                                                                                                                            the
                                                                                                                            installation
                                                                                                                            of
                                                                                                                            the
                                                                                                                            System
                                                                                                                            and
                                                                                                                            retains
                                                                                                                            a
                                                                                                                            third
                                                                                                                            party
                                                                                                                            to
                                                                                                                            do
                                                                                                                            so,
                                                                                                                            the
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            will
                                                                                                                            be
                                                                                                                            responsible
                                                                                                                            for
                                                                                                                            ensuring
                                                                                                                            that
                                                                                                                            the
                                                                                                                            third
                                                                                                                            party
                                                                                                                            so
                                                                                                                            chosen
                                                                                                                            has
                                                                                                                            been
                                                                                                                            trained
                                                                                                                            by
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            or
                                                                                                                            The
                                                                                                                            installer
                                                                                                                            must
                                                                                                                            have
                                                                                                                            received
                                                                                                                            full
                                                                                                                            installation
                                                                                                                            guidelines,
                                                                                                                            procedures
                                                                                                                            and
                                                                                                                            policies
                                                                                                                            from
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            or
                                                                                                                            EarthSearch
                                                                                                                            Communications.
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            shall
                                                                                                                            have
                                                                                                                            full
                                                                                                                            and
                                                                                                                            complete
                                                                                                                            responsibility
                                                                                                                            and
                                                                                                                            liability
                                                                                                                            for
                                                                                                                            all
                                                                                                                            claims
                                                                                                                            arising
                                                                                                                            out
                                                                                                                            of
                                                                                                                            defective
                                                                                                                            installation
                                                                                                                            of
                                                                                                                            devices
                                                                                                                            or
                                                                                                                            the
                                                                                                                            lack
                                                                                                                            of
                                                                                                                            compliance
                                                                                                                            with
                                                                                                                            EarthSearch
                                                                                                                            Product
                                                                                                                            Installation
                                                                                                                            Manual.



 


		(C)	Master
                                                                                                    Distributor agrees to return
                                                                                                    all defective devices and/or
                                                                                                    accessories for repair, maintenance;
                                                                                                    or replacement whichever is
                                                                                                    needed. Master Distributor
                                                                                                    agrees not to allow installer,
                                                                                                    its distributors or end user
                                                                                                    clients to tamper with the
                                                                                                    inner workings of the device
                                                                                                    at any time. Tampering with
                                                                                                    the device will avoid ANY
                                                                                                    warranties from EarthSearch
                                                                                                    Communications and will result
                                                                                                    in charge back to the Master
                                                                                                    Distributor at rate established
                                                                                                    for Master Distributor purchase
                                                                                                    price of the device.



 


		(D)	Exclusive
                                                                                                    Territory: Russian Federation



EarthSearch
hereby grant sole and exclusive rights, sell, distribute, sub-license all of its GPS, RFID, Warehouse and all other logistics
services and product developed and offered by the company in the exclusive territory described herein to Master Distributor. EarthSearch
shall make best effort at all times to assist and support Master Distributor in expanding, developing, and introducing
its products and services throughout the exclusive territory and by referring business, sales or distribution opportunity to Master
Distributor when it is aware of any such opportunities.


 


 


©
2010 EarthSearch Communications International, Inc., an ECDC Company


**
CONFIDENTIAL AND PROPRIETARY **


 


 



    	 



    	 



    

Non-exclusive
territories:


 





1. Armenia


2. Azerbaijan


3. Belarus


4. Kazakhstan


5. Kyrgyzstan


6. Moldova


7. Tajikistan


8. Turkmenistan


9. Ukraine


10. Uzbekistan.


 


System and
Devices







 


		—	Master
                                                                                                                 Distributor shall
                                                                                                                 have perpetual
                                                                                                                 rights to all
                                                                                                                 resell and market
                                                                                                                 Hardware and
                                                                                                                 Equipments developed
                                                                                                                 by Company including
                                                                                                                 any new products
                                                                                                                 not related to
                                                                                                                 current product
                                                                                                                 offering: LogiBoxx,
                                                                                                                 TrailerSeal,
                                                                                                                 RFSea1, RFID
                                                                                                                 Fixed Readers,
                                                                                                                 RFID Handheld
                                                                                                                 Readers, MobileManager,
                                                                                                                 TID (Trailer
                                                                                                                 Identification
                                                                                                                 Devices) Halo,
                                                                                                                 and RFID Temperature
                                                                                                                 Sensors 



 


		—	Master
                                                                                                                 Distributor shall
                                                                                                                 have access rights
                                                                                                                 to the following
                                                                                                                 software including
                                                                                                                 all updates improvement
                                                                                                                 or ancillary
                                                                                                                 applications
                                                                                                                 that may be developed
                                                                                                                 by Company including
                                                                                                                 but not limited
                                                                                                                 to mobile devices
                                                                                                                 and applications:



 


a)GATIS
(global Asset Tracking and Identification Device)


b)StudentConnect
(Student safety and Class attendance monitoring system)


c)WetWinds,
Russia


 


Dedicated
Locally Hosted Platform


 


The
development of a hosted solution in the Russian domain to be located in Moscow






1.
Application Server (windows)


2. Oracle Database server


 





GLONASS
Integration


 


Company
will modify its hardware to use the GLONASS GPS Receiver for the Russian market and regional territory.


 





Language,
Translation and Rights to Trademarks & Logo's


 


		—	Translation
                                                                                                                 of the system,
                                                                                                                 platform, manuals
                                                                                                                 and all other
                                                                                                                 materials related
                                                                                                                 to both product
                                                                                                                 and software
                                                                                                                 to the Russian
                                                                                                                 language.



 


		—	The
                                                                                                                 right to use,
                                                                                                                 transfer, sub-licenses
                                                                                                                 the logo, trademark
                                                                                                                 and all product
                                                                                                                 and service marks
                                                                                                                 of the EarthSearch
                                                                                                                 product and services
                                                                                                                 to other distributors.



 


		—	The
                                                                                                                 development of
                                                                                                                 multiple market
                                                                                                                 databases, geo
                                                                                                                 code and map
                                                                                                                 data information
                                                                                                                 for Master
                                                                                                                 Distributor in
                                                                                                                 Russia.



 


 



    	2



    	 



    

Dedicated
FTP Server


 


		—	Proprietary
                                                                                                                 FTP Access to
                                                                                                                 software (for
                                                                                                                 sub-Licensing
                                                                                                                 and local hosting).



 


		—	Master
                                                                                                                 Distributor shall
                                                                                                                 have access and
                                                                                                                 the ability to
                                                                                                                 download and
                                                                                                                 host software
                                                                                                                 on local server
                                                                                                                 for its clients



 


		—	Master
                                                                                                                 Distributor shall
                                                                                                                 notify Company
                                                                                                                 each time it
                                                                                                                 shall require
                                                                                                                 the installation
                                                                                                                 of the software
                                                                                                                 on a client's
                                                                                                                 dedicated local
                                                                                                                 server



 


		—	Company
                                                                                                                 shall provide
                                                                                                                 appropriate technical
                                                                                                                 and installation
                                                                                                                 support for Master
                                                                                                                 distributor



 


		—	Company
                                                                                                                 shall provide
                                                                                                                 hosting service
                                                                                                                 of all platforms
                                                                                                                 in the local
                                                                                                                 URL of the Master
                                                                                                                 Distributor market,
                                                                                                                 example: www.Master
                                                                                                                 Distributor.ru
                                                                                                                 



 


Hardware
and Software Training and Support.


 


		—	Company
                                                                                                                 shall provide
                                                                                                                 continuous training
                                                                                                                 to Master Distributor
                                                                                                                 for a period
                                                                                                                 of 6 months.
                                                                                                                 Training will
                                                                                                                 commence promptly
                                                                                                                 upon the execution
                                                                                                                 of this Agreement



 


		—	In
                                                                                                                 the event that
                                                                                                                 Company shall
                                                                                                                 send personnel
                                                                                                                 and other employees
                                                                                                                 to visit with
                                                                                                                 Master Distributor,
                                                                                                                 Master Distributor
                                                                                                                 shall be responsible
                                                                                                                 for travel and
                                                                                                                 accommodation
                                                                                                                 including an
                                                                                                                 agreed fee for
                                                                                                                 period that Company's
                                                                                                                 employee shall
                                                                                                                 be at Master
                                                                                                                 Distributors
                                                                                                                 facility.



 


		—	Master
                                                                                                                 Distributor shall
                                                                                                                 provide its own
                                                                                                                 database administrator
                                                                                                                 to manage the
                                                                                                                 database provided
                                                                                                                 under the licensing
                                                                                                                 agreement



 


		—	EarthSearch
                                                                                                                 shall provide
                                                                                                                 level II technical
                                                                                                                 support to Licensee
                                                                                                                 7 days a week
                                                                                                                 between the hours
                                                                                                                 of 5:00am EST
                                                                                                                 to 12:00am EST.
                                                                                                                 Technical support
                                                                                                                 service shall
                                                                                                                 comment upon
                                                                                                                 the purchase
                                                                                                                 of the initial
                                                                                                                 minimum inventory
                                                                                                                 required under
                                                                                                                 this Master Distributor
                                                                                                                 agreement.



 


Certification
of Hardware and Release of Source Codes


 


EarthSearch
shall provide all the necessary support required to make appropriate


Hardware
changes that may be required by Master Distributor for the delivery of services required by its customers in the territories described
in the agreement. EarthSearch shall provide to Master Distributor the costs and fees associated to make the changes requested
and Master Distributor shall have obligation to pay the cost of changes made to the hardware.


 


EarthSearch
shall at the request of the Master Distributor and in support of its efforts to secure Certification of product and software in
Russia, agree to provide copy of the source codes to the Russian Government security agency under a confidentiality and non-compete
agreement that shall be executed by the Government for the review of software and for security purposes only.


 


Software
and Hardware Customizations


 


At
the request of the Master Distributor EarthSearch shall provide custom solution and designs for Master Distributor and/or its
clients. Master Distributor shall complete Company's Software Requirement Specification (SRS) or Hardware Specification Design
(HSD) form, with detail project description. EarthSearch shall provide engineering support for system design to complete special
project requested by Master Distributor and or its clients. Software development beyond the scope of functionality modification
shall be charged directly to Distributor


 


 



    	3



    	 



    

 


Right
to Private Label Software for Clients


 


This
agreement grants Master Distributor the right and privileges to private label the software for 3rd party clients and
customers within the exclusive territory described under the agreement. All clients granted private label platform must at all
times display the following information on the software " Powered by Komtelecom/EarthSearch"


 


		(E)	Terms
                                                                                                    of the Master Licensing agreement



 


		(i)	Company
                                                                                                  shall provide Master Distributor
                                                                                                  product pricing at reseller
                                                                                                  pricing that shall be 20% discounted
                                                                                                  from EarthSearch standard distributor
                                                                                                  pricing.



 


		(ii)	Master
                                                                                                   Distributor may create its
                                                                                                   own pricing structure and disregard
                                                                                                   EarthSearch prices.



 


		(iii)	Company
                                                                                                    shall Deliver a Master Software
                                                                                                    with access to set up end
                                                                                                    user clients and General Distributors



 


		(iv)	Company
                                                                                                   shall provide platform with
                                                                                                   local Russian language of Master
                                                                                                   Distributor market



 


		(v)	A
                                                                                                  one week hardware and software
                                                                                                  training at Master Distributor
                                                                                                  facility. Master Distributor
                                                                                                  shall be responsible for travel
                                                                                                  and accommodation. Or at Company's
                                                                                                  facility for employees of Master
                                                                                                  Distributor



 


		(vi)	The
                                                                                                   software shall be Private labeled
                                                                                                   for Master Distributor



 


		(vii)	Company
                                                                                                    shall refer any potential
                                                                                                    inquiries by distributors
                                                                                                    or customers to Master Distributor.



 


		(viii)	Any
                                                                                                     current distributors or customers
                                                                                                     within the territory currently
                                                                                                     served by Master Distributor
                                                                                                     shall be referred to Master
                                                                                                     Distributor for future support
                                                                                                     and product sales.



 


		(ix)	Master
                                                                                                   Distributor may design its
                                                                                                   own policies regarding sales,
                                                                                                   pricing and billing purposes.



 


		(x)	Company
                                                                                                  shall bill to Master Distributor
                                                                                                  all hosting charges plus 15%
                                                                                                  administrative fees charged
                                                                                                  in the local Master Distributor
                                                                                                  market.



 


		(F)	EarthSearch
                                                                                                    shall provide all necessary
                                                                                                    technical and administrative
                                                                                                    support required to support
                                                                                                    Master Distributor
                                                                                                    to meet any and all regulatory
                                                                                                    requirement in the local market
                                                                                                    and/or for certification of
                                                                                                    devices and equipment described
                                                                                                    in the agreement or offered
                                                                                                    by EarthSearch now or in the
                                                                                                    future through Master Distributor.



 


Pricing
and Billing


 


		(G)	Master
                                                                                                    Distributor will purchase
                                                                                                    EarthSearch Communications
                                                                                                    hardware, GATIS (Global Asset
                                                                                                    Tracking ID System)
                                                                                                    subscription and other services
                                                                                                    at the applicable Master Distributor
                                                                                                    pricing described in Exhibit
                                                                                                    A.



 


		(H)	Master
                                                                                                    Distributor payments for purchases
                                                                                                    of hardware, devices, accessories,
                                                                                                    system or services, will be
                                                                                                    based on terms established
                                                                                                    by EarthSearch Communications
                                                                                                    Senior Management, prior to
                                                                                                    the acceptance of 'any'
                                                                                                    order from the Master Distributor
                                                                                                    . EarthSearch retain the right
                                                                                                    to determine terms of payment
                                                                                                    acceptable from Master Distributor
                                                                                                    which shall be either "Wire
                                                                                                    Transfer" or other "Terms"
                                                                                                    established by EarthSearch



 


 



    	4



    	 



    

		(I)	EarthSearch
                                                                                                    Communications will invoice
                                                                                                    Master Distributor for products
                                                                                                    and services ordered at the
                                                                                                    Master Distributor prices
                                                                                                    described in Exhibit A. Master
                                                                                                    Distributor shall be responsible
                                                                                                    for billing its distributors
                                                                                                    and subscribing customers
                                                                                                    and at prices it may establish
                                                                                                    at its own discretion.



 


		(J)	Company
                                                                                                    shall bill Master Distributor
                                                                                                    quarterly for all charges
                                                                                                    and payments due for software
                                                                                                    usage, customization of software,
                                                                                                    hosting services and all other
                                                                                                    services provided.



 


		(K)	EarthSearch
                                                                                                    will charge US$80 .00 per
                                                                                                    hour for software customization



 








		(L)	Hardware customization will be quoted
on a project by project basis.



 


Software
Fees: Licensee shall commence payment of $125,000.00 due to the Company for GATIS software delivered to Licensee in February
20] 2. Initial payment of $25,000 shall be made at execution of this agreement and two additional installment payments of $50,000
to be made in 30 day and 60 days respectively.


 


Local Certification Fees:
Licensee shall be responsible for all certification fees required to operate the LogiBoxx solutions in Russia







 


		2.	Term



 


		(A)	This
                                                                                                    Agreement will remain in effect
                                                                                                    for a term of 60 months from
                                                                                                    the date last executed below,
                                                                                                    and may be terminated by EarthSearch
                                                                                                    Communications or Master Distributor
                                                                                                    at any time with 90 days prior
                                                                                                    written notice. First year
                                                                                                    minimum product purchase commitment
                                                                                                    by licensee will be $250,000
                                                                                                    plus services and other development
                                                                                                    costs. Upon completion of
                                                                                                    local certification and beginning
                                                                                                    in the 2nd year
                                                                                                    through the 5th year
                                                                                                    the minimum annual product
                                                                                                    purchase commitment shall
                                                                                                    be $1,000,000.00 per year
                                                                                                    plus services and other fees.
                                                                                                    Upon expiration of the initial
                                                                                                    term , the agreement will
                                                                                                    extend for an additional term
                                                                                                    at the end of which shall
                                                                                                    continue on a "month-to-month"
                                                                                                    basis until renewed or canceled
                                                                                                    by either party on 30 days
                                                                                                    prior written notice. Such
                                                                                                    initial 60-month period, renewal
                                                                                                    or any monthly period thereafter
                                                                                                    is referred to as the "Term."



 


		(B)	Notwithstanding
                                                                                                    the foregoing:



 


		(i)	Either
                                                                                                  party may terminate this Agreement
                                                                                                  immediately if the other party
                                                                                                  has breached this Agreement
                                                                                                  and failed to cure such breach
                                                                                                  within 30 business days after
                                                                                                  written notice thereof is provided
                                                                                                  to the breaching party.



 


		(ii)	In
                                                                                                   the event of a sale, acquisition
                                                                                                   or merger the company shall
                                                                                                   include clauses that will protect
                                                                                                   the continued operation of
                                                                                                   the partners relationship with
                                                                                                   the company regarding continued
                                                                                                   sale of company's products
                                                                                                   and/or continued receipt of
                                                                                                   commission related to existing
                                                                                                   customers or new accounts so
                                                                                                   long as the partner continued
                                                                                                   to provide service and support
                                                                                                   to such clients.



 


		3.	Confidentiality



 


		(A)	Definition
                                                                                                    — "Confidential
                                                                                                    Information" means any
                                                                                                    non-public technical or business
                                                                                                    information of a party,
                                                                                                    including, without limitation,
                                                                                                    any information relating to
                                                                                                    a party's techniques, know-how,
                                                                                                    current and future products
                                                                                                    and services, research, engineering,
                                                                                                    designs, financial information,
                                                                                                    procurement requirements,
                                                                                                    manufacturing, customer lists,
                                                                                                    business forecasts, marketing
                                                                                                    plans and information and
                                                                                                    the specific terms and conditions
                                                                                                    of this Agreement. "Confidential
                                                                                                    Information" will not
                                                                                                    include any information that
                                                                                                    (a) - is or becomes generally
                                                                                                    known to the public through
                                                                                                    no fault or breach of this
                                                                                                    Agreement by the receiving
                                                                                                    party; (b) – the receiving
                                                                                                    party can demonstrate by written
                                                                                                    evidence was rightfully in
                                                                                                    the receiving party's possession
                                                                                                    at the time of disclosure
                                                                                                    without an obligation of confidentiality;
                                                                                                    (c)- is independently developed
                                                                                                    by the receiving party without
                                                                                                    use of or access to the disclosing
                                                                                                    party's Confidential Information;
                                                                                                    or (d) - the receiving party
                                                                                                    rightfully obtains from a
                                                                                                    third party not under a duty
                                                                                                    of confidentiality and without
                                                                                                    restriction on use or disclosure.



 


 



    	5



    	 



    

		(B)	Non-Use
                                                                                                                            and
                                                                                                                            Non-Disclosure
                                                                                                                             —
                                                                                                                            The
                                                                                                                            receiving
                                                                                                                            party
                                                                                                                            agrees
                                                                                                                            not
                                                                                                                            to
                                                                                                                            use
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party's
                                                                                                                            Confidential
                                                                                                                            Information
                                                                                                                            for
                                                                                                                            any
                                                                                                                            purpose
                                                                                                                            except
                                                                                                                            as
                                                                                                                            necessary
                                                                                                                            to
                                                                                                                            fulfill
                                                                                                                            the
                                                                                                                            receiving
                                                                                                                            party's
                                                                                                                            obligations
                                                                                                                            under
                                                                                                                            this
                                                                                                                            Agreement.
                                                                                                                            The
                                                                                                                            receiving
                                                                                                                            party
                                                                                                                            agrees
                                                                                                                            not
                                                                                                                            to
                                                                                                                            disclose
                                                                                                                            any
                                                                                                                            of
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party's
                                                                                                                            Confidential
                                                                                                                            Information
                                                                                                                            to
                                                                                                                            third
                                                                                                                            parties
                                                                                                                            or
                                                                                                                            to
                                                                                                                            employees
                                                                                                                            or
                                                                                                                            contractors
                                                                                                                            of
                                                                                                                            the
                                                                                                                            receiving
                                                                                                                            party,
                                                                                                                            other
                                                                                                                            than
                                                                                                                            to
                                                                                                                            those
                                                                                                                            of
                                                                                                                            its
                                                                                                                            employees
                                                                                                                            or
                                                                                                                            contractors
                                                                                                                            who
                                                                                                                            are
                                                                                                                            required
                                                                                                                            to
                                                                                                                            have
                                                                                                                            access
                                                                                                                            to
                                                                                                                            such
                                                                                                                            information
                                                                                                                            in
                                                                                                                            order
                                                                                                                            to
                                                                                                                            fulfill
                                                                                                                            the
                                                                                                                            receiving
                                                                                                                            party's
                                                                                                                            obligations
                                                                                                                            under
                                                                                                                            this
                                                                                                                            Agreement
                                                                                                                            and
                                                                                                                            who
                                                                                                                            have
                                                                                                                            agreed
                                                                                                                            in
                                                                                                                            writing
                                                                                                                            to
                                                                                                                            maintain
                                                                                                                            such
                                                                                                                            information
                                                                                                                            in
                                                                                                                            confidence
                                                                                                                            in
                                                                                                                            accordance
                                                                                                                            with
                                                                                                                            terms
                                                                                                                            no
                                                                                                                            less
                                                                                                                            restrictive
                                                                                                                            than
                                                                                                                            those
                                                                                                                            imposed
                                                                                                                            on
                                                                                                                            the
                                                                                                                            receiving
                                                                                                                            party
                                                                                                                            under
                                                                                                                            this
                                                                                                                            Section
                                                                                                                            5.



 


		(C)	Maintenance
                                                                                                                            of
                                                                                                                            Confidentiality
                                                                                                                            —
                                                                                                                            The
                                                                                                                            receiving
                                                                                                                            party
                                                                                                                            agrees
                                                                                                                            that
                                                                                                                            it
                                                                                                                            will
                                                                                                                            take
                                                                                                                            all
                                                                                                                            reasonable
                                                                                                                            measures
                                                                                                                            to
                                                                                                                            protect
                                                                                                                            the
                                                                                                                            secrecy
                                                                                                                            of
                                                                                                                            and
                                                                                                                            avoid
                                                                                                                            disclosure
                                                                                                                            and
                                                                                                                            unauthorized
                                                                                                                            use
                                                                                                                            of
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party's
                                                                                                                            Confidential
                                                                                                                            Information.
                                                                                                                            Without
                                                                                                                            limiting
                                                                                                                            the
                                                                                                                            foregoing,
                                                                                                                            the
                                                                                                                            receiving
                                                                                                                            party
                                                                                                                            will
                                                                                                                            take
                                                                                                                            at
                                                                                                                            least
                                                                                                                            those
                                                                                                                            measures
                                                                                                                            that
                                                                                                                            it
                                                                                                                            takes
                                                                                                                            to
                                                                                                                            protect
                                                                                                                            its
                                                                                                                            own
                                                                                                                            information
                                                                                                                            of
                                                                                                                            a
                                                                                                                            like
                                                                                                                            nature
                                                                                                                            (and
                                                                                                                            in
                                                                                                                            no
                                                                                                                            event
                                                                                                                            less
                                                                                                                            than
                                                                                                                            reasonable
                                                                                                                            measures).
                                                                                                                            The
                                                                                                                            receiving
                                                                                                                            party
                                                                                                                            will
                                                                                                                            immediately
                                                                                                                            notify
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party
                                                                                                                            in
                                                                                                                            the
                                                                                                                            event
                                                                                                                            of
                                                                                                                            any
                                                                                                                            unauthorized
                                                                                                                            use
                                                                                                                            or
                                                                                                                            disclosure
                                                                                                                            of
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party's
                                                                                                                            Confidential
                                                                                                                            Information.



 


		(D)	Return
                                                                                                                            of
                                                                                                                            Confidential
                                                                                                                            Information
                                                                                                                            —
                                                                                                                            Upon
                                                                                                                            termination
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Agreement,
                                                                                                                            each
                                                                                                                            party
                                                                                                                            will
                                                                                                                            return
                                                                                                                            to
                                                                                                                            the
                                                                                                                            other
                                                                                                                            party
                                                                                                                            all
                                                                                                                            copies
                                                                                                                            in
                                                                                                                            its
                                                                                                                            possession
                                                                                                                            or
                                                                                                                            control
                                                                                                                            of
                                                                                                                            the
                                                                                                                            other
                                                                                                                            party's
                                                                                                                            Confidential
                                                                                                                            Information
                                                                                                                            or,
                                                                                                                            at
                                                                                                                            the
                                                                                                                            sole
                                                                                                                            discretion
                                                                                                                            and
                                                                                                                            direction
                                                                                                                            of
                                                                                                                            the
                                                                                                                            other
                                                                                                                            party,
                                                                                                                            will
                                                                                                                            destroy
                                                                                                                            all
                                                                                                                            copies
                                                                                                                            of
                                                                                                                            the
                                                                                                                            other
                                                                                                                            party's
                                                                                                                            Confidential
                                                                                                                            Information
                                                                                                                            in
                                                                                                                            its
                                                                                                                            possession
                                                                                                                            or
                                                                                                                            control.



 


		(E)	Mandatory
                                                                                                                            Disclosure
                                                                                                                            —
                                                                                                                            The
                                                                                                                            receiving
                                                                                                                            party
                                                                                                                            may
                                                                                                                            disclose
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party's
                                                                                                                            Confidential
                                                                                                                            Information
                                                                                                                            in
                                                                                                                            response
                                                                                                                            to
                                                                                                                            a
                                                                                                                            valid
                                                                                                                            order
                                                                                                                            by
                                                                                                                            a
                                                                                                                            court
                                                                                                                            or
                                                                                                                            other
                                                                                                                            governmental
                                                                                                                            body;
                                                                                                                            as
                                                                                                                            otherwise
                                                                                                                            required
                                                                                                                            by
                                                                                                                            law,
                                                                                                                            or
                                                                                                                            as
                                                                                                                            necessary
                                                                                                                            to
                                                                                                                            establish
                                                                                                                            the
                                                                                                                            rights
                                                                                                                            of
                                                                                                                            either
                                                                                                                            party
                                                                                                                            under
                                                                                                                            this
                                                                                                                            Agreement,
                                                                                                                            provided
                                                                                                                            that
                                                                                                                            the
                                                                                                                            receiving
                                                                                                                            party
                                                                                                                            notifies
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party
                                                                                                                            of
                                                                                                                            such
                                                                                                                            requirement
                                                                                                                            prior
                                                                                                                            to
                                                                                                                            disclosure
                                                                                                                            and
                                                                                                                            gives
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party
                                                                                                                            to
                                                                                                                            seek
                                                                                                                            any
                                                                                                                            applicable
                                                                                                                            protective
                                                                                                                            measure
                                                                                                                            to
                                                                                                                            limit
                                                                                                                            or
                                                                                                                            prohibit
                                                                                                                            such
                                                                                                                            disclosure.



 


		(F)	Remedies
                                                                                                                            —
                                                                                                                            The
                                                                                                                            parties
                                                                                                                            agree
                                                                                                                            that
                                                                                                                            any
                                                                                                                            violation
                                                                                                                            of
                                                                                                                            threatened
                                                                                                                            violation
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Section
                                                                                                                            5
                                                                                                                            will
                                                                                                                            cause
                                                                                                                            irreparable
                                                                                                                            injury
                                                                                                                            to
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party,
                                                                                                                            entitling
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party
                                                                                                                            to
                                                                                                                            seek
                                                                                                                            injunctive
                                                                                                                            relief
                                                                                                                            in
                                                                                                                            addition
                                                                                                                            to
                                                                                                                            any
                                                                                                                            and
                                                                                                                            all
                                                                                                                            legal
                                                                                                                            remedies
                                                                                                                            the
                                                                                                                            disclosing
                                                                                                                            party
                                                                                                                            may
                                                                                                                            have.



 


		4.	Non-
                                                                                                                       Compete



 


		(A)	The
                                                                                                    Master Distributor hereby
                                                                                                    acknowledges that the Confidential
                                                                                                    Software and Hardware information
                                                                                                    including design, source codes,
                                                                                                    business logic are highly
                                                                                                    confidential, and undertakes
                                                                                                    that, as long as it shall
                                                                                                    use the software it shall
                                                                                                    not share disclose, seek to
                                                                                                    duplicate, replicate, seek
                                                                                                    to copy or attempt to create
                                                                                                    similar software application
                                                                                                    it (i) shall treat and maintain
                                                                                                    the Confidential Software
                                                                                                    and Hardware Information as
                                                                                                    confidential, utilizing the
                                                                                                    same degree of care the Recipient
                                                                                                    uses to protect its own confidential
                                                                                                    information; (ii) shall not
                                                                                                    disclose the Confidential
                                                                                                    Software and Hardware Information
                                                                                                    to any third party investor,
                                                                                                    developer, competitors of
                                                                                                    EarthSearch or otherwise whether
                                                                                                    or not for consideration without
                                                                                                    the written consent of the
                                                                                                    Disclosing Party; and (iii)
                                                                                                    shall not use the Confidential
                                                                                                    Software and Hardware Information
                                                                                                    any purpose other than the
                                                                                                    limited purpose mentioned
                                                                                                    in the agreement and without
                                                                                                    the written consent of Disclosing
                                                                                                    Party;



 


		(B)	The
                                                                                                    Confidential Software and
                                                                                                    Hardware Information and all
                                                                                                    rights, title and interest
                                                                                                    therein will remain at all
                                                                                                    times the exclusive property
                                                                                                    of EarthSearch, any of its
                                                                                                    subsidiary companies and/or
                                                                                                    any other affiliates of EarthSearch.
                                                                                                    Nothing hereunder may be construed
                                                                                                    as granting any right, warranty
                                                                                                    or license by implication
                                                                                                    or otherwise under patent
                                                                                                    , copyright, know-how or design
                                                                                                    rights, concepts or other
                                                                                                    form of protection of industrial
                                                                                                    or intellectual property,
                                                                                                    or as creating any obligation
                                                                                                    on the part of EarthSearch
                                                                                                    to enter into any business
                                                                                                    relationship whatsoever with
                                                                                                    Master Distributor.



 


 


 



    	6



    	 



    

		(C)	During
                                                                                                    the Agreement Period, the
                                                                                                    Master Distributor hereby,
                                                                                                    agrees that they shall not,
                                                                                                    for themselves, or
                                                                                                    on behalf of any other Person,
                                                                                                    directly or indirectly, without
                                                                                                    written consent of EarthSearch:



 


		(i)	Contact
                                                                                                  any supplier or customer of
                                                                                                  EarthSearch or aid, abet or
                                                                                                  assist any other Person in contacting
                                                                                                  any supplier or customer of
                                                                                                  EarthSearch, for the purpose
                                                                                                  of initiating, engaging in or
                                                                                                  furthering competition with
                                                                                                  the Business of EarthSearch;



		(ii)	Use
                                                                                                   third-party devices on any
                                                                                                   EarthSearch platform;



		(iii)	Develop,
                                                                                                    design, manufacture, sell
                                                                                                    or solicit for sale or lease
                                                                                                    products including computer
                                                                                                    programs, codes and documentation
                                                                                                    similar in concept or function
                                                                                                    to those sold/licensed by
                                                                                                    EarthSearch pursuant to the
                                                                                                    Agreement.



 


		5.	Intellectual
                                                                                                                       Property
                                                                                                                       Rights



 


		(A)	Trademark
                                                                                                                            License
                                                                                                                            —
                                                                                                                            EarthSearch
                                                                                                                            hereby
                                                                                                                            grants
                                                                                                                            a
                                                                                                                            non-exclusive,
                                                                                                                            royalty-free,
                                                                                                                            non-transferable,
                                                                                                                            non-assignable,
                                                                                                                            limited
                                                                                                                            license
                                                                                                                            to
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            to
                                                                                                                            use
                                                                                                                            EarthSearch
                                                                                                                            trademarks,
                                                                                                                            services
                                                                                                                            marks,
                                                                                                                            logos
                                                                                                                            and
                                                                                                                            trade
                                                                                                                            names
                                                                                                                            (each,
                                                                                                                            a
                                                                                                                            "Mark")
                                                                                                                            solely
                                                                                                                            in
                                                                                                                            the
                                                                                                                            Territory
                                                                                                                            in
                                                                                                                            connection
                                                                                                                            with
                                                                                                                            the
                                                                                                                            fulfillment
                                                                                                                            of
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            's
                                                                                                                            obligations
                                                                                                                            under
                                                                                                                            this
                                                                                                                            Agreement.
                                                                                                                            EarthSearch
                                                                                                                            will
                                                                                                                            provide
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            with
                                                                                                                            promotional
                                                                                                                            materials
                                                                                                                            related
                                                                                                                            to
                                                                                                                            the
                                                                                                                            Products.
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            will
                                                                                                                            not
                                                                                                                            alter
                                                                                                                            any
                                                                                                                            promotional
                                                                                                                            materials
                                                                                                                            provided
                                                                                                                            by
                                                                                                                            EarthSearch
                                                                                                                            or
                                                                                                                            any
                                                                                                                            part
                                                                                                                            thereof
                                                                                                                            without
                                                                                                                            EarthSearch
                                                                                                                            prior
                                                                                                                            written
                                                                                                                            consent.
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            may
                                                                                                                            create
                                                                                                                            promotional
                                                                                                                            materials
                                                                                                                            related
                                                                                                                            to
                                                                                                                            the
                                                                                                                            Products
                                                                                                                            and
                                                                                                                            may
                                                                                                                            distribute
                                                                                                                            such
                                                                                                                            promotional
                                                                                                                            materials
                                                                                                                            only
                                                                                                                            upon
                                                                                                                            receipt
                                                                                                                            of
                                                                                                                            EarthSearch's
                                                                                                                            prior
                                                                                                                            written
                                                                                                                            consent
                                                                                                                            thereto.
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            must
                                                                                                                            provide
                                                                                                                            EarthSearch
                                                                                                                            with
                                                                                                                            sample
                                                                                                                            copies
                                                                                                                            of
                                                                                                                            any
                                                                                                                            such
                                                                                                                            promotional
                                                                                                                            materials.
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            will
                                                                                                                            display
                                                                                                                            any
                                                                                                                            applicable
                                                                                                                            notice
                                                                                                                            of
                                                                                                                            EarthSearch
                                                                                                                            ownership
                                                                                                                            of
                                                                                                                            any
                                                                                                                            Mark
                                                                                                                            in
                                                                                                                            each
                                                                                                                            instance
                                                                                                                            of
                                                                                                                            a
                                                                                                                            use
                                                                                                                            of
                                                                                                                            such
                                                                                                                            Mark.
                                                                                                                            Any
                                                                                                                            use
                                                                                                                            of
                                                                                                                            a
                                                                                                                            Mark
                                                                                                                            by
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            will
                                                                                                                            be
                                                                                                                            subject
                                                                                                                            to
                                                                                                                            EarthSearch
                                                                                                                            trademark
                                                                                                                            usage
                                                                                                                            policy,
                                                                                                                            as
                                                                                                                            may
                                                                                                                            be
                                                                                                                            amended
                                                                                                                            from
                                                                                                                            time
                                                                                                                            to
                                                                                                                            time.
                                                                                                                            All
                                                                                                                            use
                                                                                                                            of
                                                                                                                            any
                                                                                                                            Mark
                                                                                                                            will
                                                                                                                            inure
                                                                                                                            to
                                                                                                                            the
                                                                                                                            benefit
                                                                                                                            of
                                                                                                                            EarthSearch.



 


		(B)	Ownership
                                                                                                                            —
                                                                                                                            EarthSearch
                                                                                                                            hereby
                                                                                                                            retains
                                                                                                                            any
                                                                                                                            and
                                                                                                                            all
                                                                                                                            intellectual
                                                                                                                            property
                                                                                                                            and
                                                                                                                            other
                                                                                                                            proprietary
                                                                                                                            rights
                                                                                                                            in
                                                                                                                            and
                                                                                                                            to
                                                                                                                            all
                                                                                                                            EarthSearch
                                                                                                                            products,
                                                                                                                            all
                                                                                                                            services
                                                                                                                            related
                                                                                                                            thereto
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Marks.
                                                                                                                            Nothing
                                                                                                                            in
                                                                                                                            this
                                                                                                                            Agreement
                                                                                                                            will
                                                                                                                            be
                                                                                                                            construed
                                                                                                                            to
                                                                                                                            provide
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            with
                                                                                                                            any
                                                                                                                            intellectual
                                                                                                                            property
                                                                                                                            or
                                                                                                                            other
                                                                                                                            proprietary
                                                                                                                            rights
                                                                                                                            in
                                                                                                                            or
                                                                                                                            to
                                                                                                                            any
                                                                                                                            portion
                                                                                                                            of
                                                                                                                            the
                                                                                                                            System
                                                                                                                            or
                                                                                                                            Mark.
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            will
                                                                                                                            not
                                                                                                                            disassemble
                                                                                                                            (except
                                                                                                                            as
                                                                                                                            necessary
                                                                                                                            for
                                                                                                                            the
                                                                                                                            sole
                                                                                                                            purpose
                                                                                                                            of
                                                                                                                            routine
                                                                                                                            service
                                                                                                                            or
                                                                                                                            maintenance)
                                                                                                                            or
                                                                                                                            reverse
                                                                                                                            engineer
                                                                                                                            any
                                                                                                                            portion
                                                                                                                            of
                                                                                                                            the
                                                                                                                            System
                                                                                                                            (including
                                                                                                                            the
                                                                                                                            LogiBoxx,
                                                                                                                            RFSeal,
                                                                                                                            TrailerSeal,
                                                                                                                            TID
                                                                                                                            and
                                                                                                                            Mobile
                                                                                                                            Manager
                                                                                                                            products
                                                                                                                            and
                                                                                                                            related
                                                                                                                            software)
                                                                                                                            without
                                                                                                                            the
                                                                                                                            prior
                                                                                                                            written
                                                                                                                            consent
                                                                                                                            of
                                                                                                                            EarthSearch.



 


		6.	Injunctive
                                                                                                                       Relief
                                                                                                                       —
                                                                                                                       Master
                                                                                                                       Distributor
                                                                                                                       acknowledges
                                                                                                                       that any
                                                                                                                       breach
                                                                                                                       of Section
                                                                                                                       5, 6, or
                                                                                                                       7 of this
                                                                                                                       Agreement
                                                                                                                       will give
                                                                                                                       rise to
                                                                                                                       irreparable
                                                                                                                       injury
                                                                                                                       to EarthSearch
                                                                                                                       or clients
                                                                                                                       of EarthSearch,
                                                                                                                       inadequately
                                                                                                                       compensable
                                                                                                                       in damages.
                                                                                                                       Accordingly,
                                                                                                                       EarthSearch
                                                                                                                       may seek
                                                                                                                       and obtain
                                                                                                                       injunctive
                                                                                                                       relief
                                                                                                                       against
                                                                                                                       the breach
                                                                                                                       or threatened
                                                                                                                       breach
                                                                                                                       of the
                                                                                                                       foregoing,
                                                                                                                       in addition
                                                                                                                       to any
                                                                                                                       other legal
                                                                                                                       remedies,
                                                                                                                       which may
                                                                                                                       be available.
                                                                                                                       Master
                                                                                                                       Distributor
                                                                                                                       further
                                                                                                                       acknowledges
                                                                                                                       and agrees
                                                                                                                       that the
                                                                                                                       covenants
                                                                                                                       contained
                                                                                                                       herein
                                                                                                                       are necessary
                                                                                                                       for the
                                                                                                                       protection
                                                                                                                       of EarthSearch
                                                                                                                       legitimate
                                                                                                                       business
                                                                                                                       interests,
                                                                                                                       including
                                                                                                                       EarthSearch's
                                                                                                                       trade secrets,
                                                                                                                       valuable
                                                                                                                       confidential
                                                                                                                       business
                                                                                                                       or professional
                                                                                                                       information,
                                                                                                                       substantial
                                                                                                                       relationships
                                                                                                                       with existing
                                                                                                                       and prospective
                                                                                                                       Customers,
                                                                                                                       and Customer
                                                                                                                       goodwill,
                                                                                                                       and that
                                                                                                                       the covenants
                                                                                                                       are reasonable
                                                                                                                       in scope
                                                                                                                       and content.



 


 


 


 


 


 


 


 


 



    	7



    	 



    




		7.	Representations
    and Warranties






 


		(A)	Mutual
                                                                                                                            Warranties
                                                                                                                            —
                                                                                                                            Each
                                                                                                                            of
                                                                                                                            the
                                                                                                                            parties
                                                                                                                            hereby
                                                                                                                            represents
                                                                                                                            and
                                                                                                                            warrants,
                                                                                                                            solely
                                                                                                                            for
                                                                                                                            the
                                                                                                                            benefit
                                                                                                                            of
                                                                                                                            the
                                                                                                                            other
                                                                                                                            party,
                                                                                                                            that
                                                                                                                            (b)
                                                                                                                            such
                                                                                                                            party
                                                                                                                            has
                                                                                                                            the
                                                                                                                            right
                                                                                                                            and
                                                                                                                            authority
                                                                                                                            to
                                                                                                                            enter
                                                                                                                            into
                                                                                                                            and
                                                                                                                            fully
                                                                                                                            perform
                                                                                                                            this
                                                                                                                            Agreement,
                                                                                                                            and
                                                                                                                            (b)
                                                                                                                            such
                                                                                                                            party
                                                                                                                            is
                                                                                                                            not
                                                                                                                            violating
                                                                                                                            any
                                                                                                                            other
                                                                                                                            agreement
                                                                                                                            with
                                                                                                                            any
                                                                                                                            other
                                                                                                                            party
                                                                                                                            or
                                                                                                                            third
                                                                                                                            party
                                                                                                                            by
                                                                                                                            entering
                                                                                                                            into
                                                                                                                            this
                                                                                                                            Agreement.



 


		(B)	By
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            —
                                                                                                                            Master
                                                                                                                            Distributor
                                                                                                                            represents
                                                                                                                            and
                                                                                                                            warrants
                                                                                                                            as
                                                                                                                            follows:



 


		(i)	It
                                                                                                  will not alter or misbrand any
                                                                                                  System or portion thereof, or
                                                                                                  any other product or service
                                                                                                  it acquires from, or installs
                                                                                                  on behalf of, EarthSearch;



 


		(ii)	It
                                                                                                   has such manpower, facilities,
                                                                                                   support and services as may
                                                                                                   be required to perform its
                                                                                                   obligations hereunder; and



 


		(iii)	It
                                                                                                    will not violate any applicable
                                                                                                    law or regulation in the course
                                                                                                    of its performance of its
                                                                                                    obligations under this Agreement.



 


		8.	Independent
                                                                                                                       Contractor



 


		(A)	The
                                                                                                    parties' intend that for purposes
                                                                                                    of this Agreement Master Distributor,
                                                                                                    its Sub-Master Distributor
                                                                                                    s and agents will be an independent
                                                                                                    contractor of EarthSearch,
                                                                                                    and that neither Master Distributor
                                                                                                    nor any of its Master Distributor
                                                                                                    s, independent contractors,
                                                                                                    assistants or employees are
                                                                                                    Master Distributor s, independent
                                                                                                    contractors, assistants or
                                                                                                    Master Distributor s of EarthSearch,
                                                                                                    nor will EarthSearch and Master
                                                                                                    Distributor be deemed to be
                                                                                                    partners or co-ventures. Master
                                                                                                    Distributor will, at its sole
                                                                                                    expense, hire and pay wages
                                                                                                    of all administrative employees
                                                                                                    in the operation of its facilities
                                                                                                    and business; that they will
                                                                                                    be under Master Distributor
                                                                                                    's sole direction and control.
                                                                                                    Master Distributor will bear
                                                                                                    and be exclusively liable
                                                                                                    for the payment of any and
                                                                                                    all withholding taxes, premiums
                                                                                                    on all insurance, contributions
                                                                                                    and taxes for workers, benefits
                                                                                                    and pensions, and deductions
                                                                                                    from income with regard to
                                                                                                    Master Distributor 's fees
                                                                                                    paid pursuant to this Agreement
                                                                                                    and any compensation paid
                                                                                                    to its Master Distributor
                                                                                                    s, independent contractors
                                                                                                    and employees, and will indemnify
                                                                                                    and hold EarthSearch, its
                                                                                                    shareholders, officers, directors,
                                                                                                    independent contractors, Master
                                                                                                    Distributor s and employees
                                                                                                    harmless from and against
                                                                                                    same.



 


		(B)	Master
                                                                                                    Distributor will not have
                                                                                                    authority to bind EarthSearch
                                                                                                    unless such authority is specifically
                                                                                                    granted in writing by the
                                                                                                    President of EarthSearch.
                                                                                                    Nothing in this Agreement
                                                                                                    will be deemed or construed
                                                                                                    to create a partnership, joint
                                                                                                    venture or formal business
                                                                                                    organization between EarthSearch
                                                                                                    and the Master Distributor
                                                                                                    , or to cause either party
                                                                                                    to be responsible in any way
                                                                                                    for the debts, liabilities
                                                                                                    or obligations of the other
                                                                                                    party. The Master Distributor
                                                                                                    will at all times represent
                                                                                                    truthfully and accurately
                                                                                                    the true business relationship
                                                                                                    between Master Distributor
                                                                                                    and EarthSearch and not make
                                                                                                    any false or defamatory claims
                                                                                                    about EarthSearch, its products,
                                                                                                    services, rates, employees,
                                                                                                    directors, officers or shareholders.



 


		9.	Indemnification
                                                                                                                       — Master
                                                                                                                       Distributor
                                                                                                                       will indemnify,
                                                                                                                       defend
                                                                                                                       and hold
                                                                                                                       EarthSearch,
                                                                                                                       its officers,
                                                                                                                       directors,
                                                                                                                       Master
                                                                                                                       Distributor
                                                                                                                       s, employees
                                                                                                                       or independent
                                                                                                                       contractors,
                                                                                                                       harmless
                                                                                                                       from and
                                                                                                                       against
                                                                                                                       any claim,
                                                                                                                       loss, liability
                                                                                                                       or expense,
                                                                                                                       including
                                                                                                                       reasonable
                                                                                                                       attorney's
                                                                                                                       fees ("Claim"),
                                                                                                                       to the
                                                                                                                       extent
                                                                                                                       that the
                                                                                                                       Claim is
                                                                                                                       caused
                                                                                                                       by, arising
                                                                                                                       from, incident
                                                                                                                       to, or
                                                                                                                       growing
                                                                                                                       out of
                                                                                                                       Master
                                                                                                                       Distributor
                                                                                                                       's breach
                                                                                                                       of this
                                                                                                                       Agreement.
                                                                                                                       EarthSearch
                                                                                                                       will indemnify,
                                                                                                                       defend
                                                                                                                       and hold
                                                                                                                       Master
                                                                                                                       Distributor
                                                                                                                       harmless
                                                                                                                       from and
                                                                                                                       against
                                                                                                                       any Claim
                                                                                                                       arising
                                                                                                                       out of
                                                                                                                       EarthSearch's
                                                                                                                       breach
                                                                                                                       of any
                                                                                                                       provision
                                                                                                                       of this
                                                                                                                       Agreement.



 


 


 


 


 


 



    	8



    	 



    

		10.	Miscellaneous



 


		(A)	Entire
                                                                                                    Agreement — This
                                                                                                    Agreement embodies the entire
                                                                                                    agreement and understanding
                                                                                                    of the parties hereto in respect
                                                                                                    of the subject matter contained
                                                                                                    herein. There are no restrictions,
                                                                                                    promises, representations,
                                                                                                    warranties, covenants, or
                                                                                                    undertakings other than those
                                                                                                    expressly set forth or referred
                                                                                                    to herein. This Agreement
                                                                                                    supersedes any and all prior
                                                                                                    agreements and understandings
                                                                                                    between the parties with respect
                                                                                                    to such subject matter. The
                                                                                                    recitals contained in the
                                                                                                    "WHEREAS" clauses,
                                                                                                    along with Exhibit A attached
                                                                                                    hereto, are material provisions
                                                                                                    of this Agreement and are
                                                                                                    hereby incorporated in to
                                                                                                    this Agreement.



 


		(B)	Amendment
                                                                                                    — This Agreement
                                                                                                    may be amended only in writing
                                                                                                    signed by all of the parties,
                                                                                                    except as otherwise provided
                                                                                                    in this Agreement.



 


		(C)	Waiver
                                                                                                    — To be valid, a
                                                                                                    waiver must be in writing
                                                                                                    and signed by all parties
                                                                                                    hereto.



 


		(D)	Counterparts
                                                                                                    — This Agreement may
                                                                                                    be executed in counterparts,
                                                                                                    each of which will be deemed
                                                                                                    an original, but all of which
                                                                                                    together will constitute one
                                                                                                    and the same instrument. Facsimile
                                                                                                    signatures will be treated
                                                                                                    in all respects as if such
                                                                                                    signatures were the original
                                                                                                    signatures, and will constitute
                                                                                                    acceptance of the terms and
                                                                                                    conditions set forth herein.



 


		(E)	Survival
                                                                                                    — All of the obligations
                                                                                                    of the parties, including
                                                                                                    all covenants, agreements,
                                                                                                    indemnities, representations
                                                                                                    and warranties (to the extent
                                                                                                    not performed at Closing)
                                                                                                    will survive Closing, and
                                                                                                    will not merge at Closing.



 


		(F)	Assignability
                                                                                                    — Master Distributor
                                                                                                    may not assign its rights
                                                                                                    or obligations hereunder.
                                                                                                    EarthSearch may assign its
                                                                                                    rights and/or obligations
                                                                                                    hereunder to an affiliate
                                                                                                    of EarthSearch or to a third
                                                                                                    party in conjunction with
                                                                                                    a merger of EarthSearch, a
                                                                                                    sale of all or substantially
                                                                                                    all of the assets of EarthSearch
                                                                                                    or a change of control of
                                                                                                    the ownership of EarthSearch.
                                                                                                    This Agreement will be enforceable
                                                                                                    by, and will be binding upon,
                                                                                                    the parties hereto and their
                                                                                                    heirs, representatives and
                                                                                                    permitted successors and assigns.



 


		(G)	Notices
                                                                                                    — Any notice given
                                                                                                    hereunder will be in writing,
                                                                                                    and will be delivered to the
                                                                                                    parties at the addresses set
                                                                                                    forth in the first paragraph
                                                                                                    of this Agreement (or as the
                                                                                                    parties may specify by due
                                                                                                    notice to the others). Notices
                                                                                                    will be effective when received
                                                                                                    at the recipient's location
                                                                                                    (or when delivered to that
                                                                                                    location if receipt is refused).
                                                                                                    Notices given by facsimile
                                                                                                    transmission will be presumed
                                                                                                    received at the time indicated
                                                                                                    in the recipient's automatic
                                                                                                    acknowledgement. Notices given
                                                                                                    by FedEx or other recognized
                                                                                                    overnight courier service
                                                                                                    will be presumed received
                                                                                                    on the following business
                                                                                                    day. Notices given by certified
                                                                                                    mail, return receipt requested,
                                                                                                    postage prepaid, will be presumed
                                                                                                    received three business days
                                                                                                    after the date of mailing.



 


		(H)	Headings;
                                                                                                    Interpretation —
                                                                                                    The headings in this Agreement
                                                                                                    are solely for convenience
                                                                                                    of reference and will be given
                                                                                                    no effect in the interpretation
                                                                                                    of this Agreement. In each
                                                                                                    case where EarthSearch consent
                                                                                                    is required hereunder, such
                                                                                                    consent may be granted or
                                                                                                    withheld in EarthSearch sole
                                                                                                    and absolute discretion. The
                                                                                                    parties agree that the rule
                                                                                                    of construction requiring
                                                                                                    a contract to be interpreted
                                                                                                    against the party that drafted
                                                                                                    the contract will not be applied
                                                                                                    in any interpretation of this
                                                                                                    contract, as all parties participated
                                                                                                    equally in the drafting of
                                                                                                    this Agreement.



 


Separability
— The invalidity or unenforceability of any provision of this Agreement will not impair the validity or enforceability
of any other provision.


 


Governing
Law; Fees and Expenses — This Agreement will be governed by the laws of Delaware. Each party irrevocably submits to
the exclusive jurisdiction of the state or federal courts located in Delaware in connection with any suit, action or other proceeding
arising out of or relating to this Agreement and the transactions contemplated hereby, and hereby agree not to assert, by way
of motion, as a defense, or otherwise in any such suit, action or proceeding that the suit, action or proceeding is brought in
an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this agreement or the subject matter
hereof may not be enforced by such courts. If any dispute or legal proceeding arises out of the transactions contemplated hereby,
the substantially non-prevailing party in such dispute or legal proceeding will reimburse the substantially prevailing party for
all fees, costs and expenses (including, without limitation, attorneys' fees and court costs) incurred by the prevailing party
in connection with such dispute or legal proceeding.


 



    	9



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers the day and year
written indicated below.


 


 


EARTHSEARCH
COMMUNICATIONS, INC.


 


	Signature:	/s/
    Kayode Aladesuyi	 
	 	 	 
	Name:	Kayode Aladesuyi	 
	 	 	 
	Title:	Chairman/CEO	 
	 	 	 
	Date:	05/25/2012	 


 


 


 


 


JSC
KOMTELECOM-T


 


	Signature:	/s/
    Boris Kunin	 
	 	 	 
	Name:	Boris Kunin	 
	 	 	 
	Title:	CEO	 
	 	 	 
	Date:	05/25/2012	 


 



    	10



    	 



    

 


Master
Distributor Pricing


 


	

PRODUCT
    / SERVICE	 	 	 
	HARDWARE	MSRP	100-499	500+
		 
	LogiBoxxTM	$615	$319	$299
	 
	Solar
    Powered LogiBoxxTM	$765	$499	$449
	 
	HALOTM
    (GPS Only)	$279	$210	$199
	 
	TrailerSeal	$699	$399	$375
	 
	RFSeaI	$180	$150	$145
	 
	TID
    (Trailer Identification Device)	$45	$30	$27
	 
	PID
 - (Active Personal ID Tag)	$35	$21	$20
	 
	RF
    Temperature Sensor	$250	$188	$184
	 
	Door
    Sensor	$55	$35	$33
	 	 
	Fuel
    Sensor	 	 	 
	Tanker
    Trailer — Mechanical	$350	$269	$249
	Tanker
    Trailer — Sonar	Available
    upon request	Available
    upon request	Available
    upon request
	In
    Ground Tank	Available
    upon request	Available
    upon  request	Available
    upon request


 



 


 



    	11



    	 



    
 





Master
Distributor Pricing


 


	PRODUCT
    / SERVICE	 	 	 
	HARDWARE	MSRP	100-499	500+
	 	 
	Handheld
    Scanner	 	 	 
	ES3001H -- RFID, Bluetooth, WiFi, camera	$1,700	$1,300	$1,200
	ES3001HA
    -- RFID, Bluetooth, WiFi, GPS, camera	$1,900	$1,450	$1,400
	ES3001HE
    -- RFID, Bluetooth, WiFi, Camera, 1D Barcode	$1,900	$1,450	$1,400
	ES3001HB
    -- RFID, Bluetooth, WiFi, GPS,GPRS, camera	$2,000	$1,500	$1,450
	ES3001HC
    -- RFID, Bluetooth, WiFi, GPS,GPRS, Camera, Barcode 1D	$2,400	$1,725	$1,675
	ES3001HD
    -- RFID, Bluetooth, WiFi, GPS, GPRS, Camera, Barcode 1D, 2D	$2,500	$1,775	$1,725
	 	 
	RF
    Reader Passive with WMS	 	 
	Item
    #6134 -- With Up to 4 External Antennas	$950	$532	$494
	Item
    #6011A -- With Built in Linear Antenna	$885	$434	$403
	Item
    #601l B -- With Built in Circular Reader plus adapter	$885	$434	$403
	 	 
	RF
    Reader Passive (Wi-Fi enabled)	 	 
	Item
    #6134 -- With Up to 4 External Antennas	$1,150	$644	$598
	Item
    #6011A -- With Built in Linear Antenna	$975	$546	$507
	Item
    #6011B -- With Built in Circular Reader plus adapter	$975	$546	$507
	 	 
	RF
    Wireless Antenna — (for Model 6134)	 	 
	MR6511—Linear	$220	$126	$122
	MR6528C
    — Circular	$190	$108	$104
	 	 
	Mobile
    Manager	 	 
	With
    Satellite modem (Commercial)	$1,280	$736	$720
	With
    Satellite modem (Industrial)	$1,600	$880	$840
	 	 	 
	Without
    Satellite modem (Commercial)	$599	$376	$368
	Without
    Satellite modem (Industrial)	$739	$480	$460


 



    	12



    	 



    

 


INTERNATIONAL
DISTRIBUTOR DATA HOSTING AND SOFTWARE LICENSE FEES PER DEVICE


 


		—	All
                                                                                                                 Devices utilizing
                                                                                                                 Regular GPS plans
                                                                                                                 (No RFID application)
                                                                                                                 - $4 per month/device
                                                                                                                 (1MB) / $6 per
                                                                                                                 month /device
                                                                                                                 (2MB)



 


		—	All
                                                                                                                 Devices utilizing
                                                                                                                 RFID application
                                                                                                                 with LogiBoxx
                                                                                                                 GPS - $8 per
                                                                                                                 month/device
                                                                                                                 / $12 per month/device
                                                                                                                 (2MB)



 


		—	All
                                                                                                                 Data Services
                                                                                                                 Clients utilizing
                                                                                                                 a Web Services
                                                                                                                 Application -
                                                                                                                 $3.50 per month/device



 


		—	All
                                                                                                                 custom development
                                                                                                                 requested by
                                                                                                                 end user client
                                                                                                                 are billed at
                                                                                                                 $80.00 per hour.
                                                                                                                 (No charges for
                                                                                                                 minor software
                                                                                                                 modifications)



 


		—	Distributor
                                                                                                                 commission on
                                                                                                                 software development:
                                                                                                                 25% Project Design
                                                                                                                 Fees charged
                                                                                                                 to clients of
                                                                                                                 Licensee-- 50%
                                                                                                                 commission



 


 


 


 


 


 


 


 


 


 


 


 


13