Unassociated Document


    
      

    

    Exhibit
      10.5

     

    
      VIDATECH
        Kft.

      Exclusive
        Distributorship Agreement

    

    
 

    
      EXCLUSIVE
        DISTRIBUTORSHIP AGREEMENT EXTENSION

      
 

      This
        exclusive distributorship agreement (hereinafter:
Agreement) is an extension of a previous agreement
        entered into on June 15, 2006 by and between

      


      TÓTH
        Attila, 1237 Budapest, Nyír u.
        30. 1/12., Hungarian citizen, hereinafter:
PRINCIPAL), on the one hand,

      


      and

      


      VIDATECHTechnológiai
        Kutató,
        Fejlesztő és Szolgáltató Korlátolt
        Felelősségű Társaság  (head office: 1095 Budapest,
        Soroksári út 94-96.; registered by the [Budapest] Metropolitan Court as Court of
        Registration under No. 01-09-870107, represented by: KUN Dániel, Managing
        Director; hereinafter: AGENT), on the other
        hand

      


      (referred
        to hereinafter separately as Party and collectively as Parties).

      


      Whereas

      


      
        	
                ·  

              	
                Parties
                  wish to extend the previous agreement by granting additional exclusive
                  distribution rights to the agent as set fort
                  below

              


      

      


      The
        Parties agreed this day under the following terms and conditions:

      


      I.         Definitions
        used in the Agreement

      


      Plan
        Documentation shall be interpreted by the Parties as the full technical
        description and design of TothTelescope.

      


      Measurement
        Units shall be interpreted by the Parties as the metric system.

      


      


      II.         Objective
        of the Agreement

      


      The
        objective of this Agreement shall be that the Principal assigns the exclusive
        distribution right relating to the telescope named PUT 1.0 (hereinafter:
        Product) to the Agent for the purpose that the Agent manufactures the Product,
        has it manufactured, utilises it in manufacturing processes, acquires purchase
        orders, satisfies market demands, searches for manufacturing partners and
        subcontractors and finances the costs to be incurred with the involvement
        of
        venture capital.

      


      In
        the
        framework of further cooperation the development of the basic Product, the
        industrial rights protection, patents, product developments should by financed
        by the agent. Furthermore, the Agent may potentially transfer the exclusive
        right of utilisation to a third party and the Parties should proportionately
        share in the fees payable by such third party.

      


      
        
          
          

        

        
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            Kft.
            Exclusive
              Distributorship Agreement 

          

        

        
          
             

          

        

      

       

      The
        Agent
        will continue to maintain the e-commerce website developed for the direct
        distribution of the product.

      


      


      III.       Subject-matter
        of the Agreement

      


      Based
        on
        the Agreement the Principal grants a licence for the sales and utilisation
        of
        the Product and the Agent shall pay a fee for this licence.

      


      IV.        Handover
        – takeover of rights

      


      1.
        What will be covered by the assigned right?

      The
        Agreement shall cover all methods and extents of utilisation for 2 (two)
        additional years reckoned from signature, without any territorial
        restriction.

      


      The
        Principal shall warrant during the full term of the Agreement that no third
        party has any right preventing or restricting the utilisation.

      


      


      2.
        Exclusivity, transferability

      On
        the
        basis of the express agreement of the Parties the Agent acquires, by this
        Agreement, an exclusive right for the utilisation of the Product and the
        Parties
        expressly exclude that the Principal himself or any other third party should
        utilise the Product.

      


      The
        Parties expressly agree that the Agent will be entitled to assign the rights
        embodied and transferred through this Agreement to any third party, and/or
        to
        grant a right of use to any third party without any further permission or
        consent.

      


      3.
        Obligation of training

      The
        Principal shall inform the Agent as user on any possible rights and important
        circumstances relating to the Product and transfer the economic, technical
        and
        organisational know-how and experience related to the implementation of the
        invention.

      


      In
        case
        of the assignment of the rights to a third party the Principal will be charged
        by the obligation set out in this Clause towards such third party. The Principal
        as trainer will be responsible for the success of the training.

      


      4.
        Patent register

      The
        Parties will proceed for the sake of the registration of this Agreement in
        the
        patent register kept by the Hungarian Patent Office. In the framework thereof
        they will request the recording of an exclusive licence of utilisation for
        the
        benefit of the Agent.

      


      
        
          
          

        

        
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            Kft.
            Exclusive
              Distributorship Agreement

          

        

        
          
          

        

      

       

      The
        Principal undertakes the obligation to make and/or to obtain the declarations
        required for the Principal’s being recorded in the patent register, furthermore,
        he will make all legal acts, which are required for the acquisition of right
        by
        the Agent and the performance of which will be possible for the Agent without
        undertaking any or materially big difficulties.

      


      5.
        Starting date of utilisation

      15
        July
        2007

      


      6.
        Consideration, compensation

      50%,
        say
        fifty percent of all revenues due to the Agent in consequence of the utilisation
        of the Product (including the fees payable by the third party, if the Agent
        assigns the exclusive right of utilisation to a third party) shall be due
        to the
        Principal, as gross licence fee, i.e. based on the express agreement of the
        Parties the licence fee shall include the amount of the general turnover
        tax
        [VAT] payable and also that of the deductible taxes and other public
        dues.

      


      All
        costs
        in connection with the utilisation of the Product and/or with the assignment
        of
        the related rights (expenditures in the nature of materials and in personal
        nature, out-of-pocket expenses, fees, stamp duties, etc.) shall charge the
        Agent.

      


      The
        costs
        related to the manufacturing activity connected to the Product, to the
        manufacturing processes and to the sales of the Product shall be borne jointly
        by the Parties, i.e. in the event of direct manufacture and sales (or in
        the
        event of manufacture and sales with the involvement of subcontractor) it
        will be
        50%, say fifty percent of the operational result derived from this activity
        of
        the Agent and not the revenue of the Agent, which will be due to the
        Principal.

      


      7.
        Performance of payment obligations, payment
        securities

      The
        Agent
        shall provide a written notice (settlement of accounts) to the Principal
        on the
        amount of the fee regulated in Clause IV. 6. above inclusive the last day
        of
        each month, within 10 (ten) business days following the given month. The
        Principal will approve in writing or may dispute in writing the settlement
        of
        accounts within 10 (ten) business days of receipt, in the absence of which
        the
        settlement of accounts will be deemed to have been expressly accepted and
        approved. The Principal may dispute the settlement of accounts subsequently
        exclusively with reference to the fact that he was mislead in respect of
        the
        facts serving as basis for the settlement of accounts.

      


      8.
        Checking of the business books

      The
        Principal will be entitled to check the conformity of the settlement of accounts
        defined in Clause IV. 7. above and to inspect the financial certificates
        related
        to this Agreement at the head office (premises) of the Agent.

      


      


      V.           Sales
        of the Product

      


      1.
        Exclusive mandate

       

      
        
          
          

        

        
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            Kft.
            Exclusive
              Distributorship Agreement

          

        

        
          
          

        

      

       

      By
        signing this Agreement the Principal grants an exclusive mandate for the
        Agent
        in order to sell the Product, i.e. all rights granted in this Agreement,
        related
        to the Product, to third parties. The Parties will understand by the mandate
        under this Clause that the Agent will be entitled to conduct negotiations
        on
        this subject in lieu and in the name of the Principal, furthermore, it will
        be
        entitled to sign an agreement on the sales of the Product in lieu and in
        the
        name of the Principal, if the agreement to be executed is presented to the
        Principal, who will make sure that the agreement wished to be entered into
        will
        not violate in any form whatsoever the contents and the substance of this
        Agreement, or any other rights of the Principal, and the exact settlement
        of
        financial accounts to be made with the third party has been elaborated.
        Nevertheless, the Principal undertakes the obligation to execute himself
        any
        agreement on the sales of the Product, entered into by the Agent.

      


      2.
        Sharing in the incomes

      Following
        the sales of the product 50%, say fifty percent of all revenues shall be
        due to
        the Principal and 50%, say fifty percent thereof shall be due to the Agent,
        as
        gross fee of agency, for 2 (two) yeasr reckoned from the execution of the
        Agreement.

      


      All
        costs
        in connection with the sales of the Product and the related rights shall
        charge
        the Agent, including expressly the costs related to the expansion of the
        territorial scope of the patent protection (and of any possible patenting
        abroad).

      


      


      3.
        Indemnity

      If
        the
        Principal sells the Product and all rights related to the Product to a third
        party with the circumvention of the Agent, in violation of the exclusive
        mandate
        granted in Clause V.1, he shall pay 50% of all his revenues derived therefrom
        as
        liquidated damage to the Agent during the effectiveness of this
        Agreement.

      


      


      VI.           Miscellaneous
        provisions

      


      1.
        Territorial scope of the Agreement

      The
        territorial scope of the Agreement shall cover all countries of the Earth
        without any restriction.

      


      2.
        Term of the Agreement, expiry of the Agreement

      The
        Parties conclude the Agreement for the definite term of 2 (two) year reckoned
        from the execution.

      


      The
        Agreement shall cease to exist for the future

      
        	
                ·  

              	
                after
                  the elapse of the 2 (two) years;

              


      

      
        	
                ·  

              	
                when
                  all rights related to the Product have been sold to a third party
                  based on
                  Clause V of this Agreement.

              


      

      
         

        3.
          Causes of termination. Stipulation of the right of termination by extraordinary
          notice

         

        
          
            
            

          

          
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              Kft.
              Exclusive
                Distributorship Agreement

            

          

          
            
            

          

        

      

       

      The
        Agreement may not be terminated by ordinary notice.

      


      The
        Agreement may be terminated by either party in writing, by extraordinary
        notice
        of termination with immediate effect, if the other party violates the Agreement
        seriously, despite a written warning relating to the consequences. The Parties
        shall deem the following circumstances to be a serious breach:

      
        	
                ·  

              	
                The
                  Principal fails to meet his warranty obligations defined in Clause
                  IV.1 of
                  this Agreement in any respect;

              


      

      
        	
                ·  

              	
                The
                  Agent fails to pay the fee based on the revenue derived from sales,
                  approved by the Principal, despite a written notice, within 30
                  (thirty)
                  days of notice;

              


      

      
        	
                ·  

              	
                The
                  Agent fails to meet its obligations set out in this Agreement in
                  any
                  respect.

              


      

      


      4.
        Stipulation of the applicable law

      In
        the
        issues not regulated in the Agreement the Parties deem the provisions of
        Hungarian law and of the Civil Code to be compulsory for
        themselves.

      
         

        5.
          Amicable settlement of legal disputes resulting from the Agreement. Stipulation
          of jurisdiction

      

      In
        the
        event of any potential legal disputes related to the Agreement the Parties
        will
        make efforts for settlement through negotiations. Should this have no result,
        the Parties stipulate already now the exclusive jurisdiction of the [Budapest]
        Metropolitan Court.

      


      6.
        Confidentiality

      The
        Contracting Parties agree that the facts, data and information they become
        aware
        of relating to each other in the course of the conclusion and performance
        of the
        Agreement shall qualify as business secret, and they shall handle them
        confidentially, according to the rules relating to business secrets. This
        obligation shall cover the employees, representatives, subcontractors, etc.
        of
        the Parties and in general each person, who/which obtains the business secret
        with the cooperation of the given Party in the interest of the fulfilment
        of the
        Agreement.

      


      The
        protection of business secret shall also cover the obligation that neither
        Party
        will be entitled to make accessible or to make known to a third party any
        information or document related to the Agreement, particularly the information,
        business ideas, plans, designs or methods qualifying as confidential, having
        become known to him or it on the business or marketing activity of the other
        Party, without the written consent of the other Party.

      


      The
        Contracting Parties lay down that also the information acquired with the
        cooperation of a person having been in a fiduciary relation or business contact
        with the other Party at the date of or prior to the acquisition of the secret
        shall also qualify as violation of the business secret, if this occurred
        without
        the consent of the other Party.

      


      The
        provisions of confidentiality will survive the termination of the Agreement
        by
        the elapse of 5 (five) years.

      


      
        
          
          

        

        
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            VIDATECH
              Kft.

            Exclusive
              Distributorship Agreement

          

        

        
          
          

        

      

      


      7.
        Notices

      The
        notices related to the Agreement will be forwarded to the party concerned
        in
        writing, in registered letter, through hand delivery or via telefax message
        to
        the address defined hereinbelow, or to the address previously communicated
        by
        the other party for this purpose.

      


      For
        the
        Principal:

      Name:
        TÓTH Attila

      Address:
        1237 Budapest Nyír u. 30.
        1/12.

      E-mail:
        attila.toth@trfuture.com

      Telephone:
        06-70-221-6463

      Telefax:
        -

      


      For
        the
        Agent:

      Name:
        Vidatech Kft.

      Address:
        1095 Budapest, Soroksári út 94-96

      E-mail:
        info@pdv.hu

      Telephone:
        1-456-6061

      Telefax:
        1-456-6062

      


       

      Any
        change in the addresses defined in this Clause and/or in the person to be
        notified – which does not require any amendment to the Agreement – shall be
        communicated by the Parties to each other in writing without delay.

      


      The
        notices shall be deemed to have been delivered at the following dates and
        times:
        in case of hand delivery when the consignee takes over the consignment; in
        case
        of mailing when the recipient signs the acknowledgement of receipt; if the
        acknowledgement of receipt is not signed, then on the fifth business day
        following the second attempt of delivery; in case of telefax communication
        when
        the confirmation is received at the end of transmission on the successful
        transmission; in case of an e-mail message when the sender received a
        confirmation of the arrival of the message.

      


      


      After
        having read and interpreted this Agreement the Parties signed it approvingly,
        as
        a deed in full conformity with their will.

       

      


      
        	 	
                Dated
                  in Budapest, on 15 July 2007

                 

              	 	 	 
	 	 	 	 	 
	 	
                /s/
                  Attila Toth

              	 	
                /s/
                  Daniel Kun, Jr. 

              	 
	 	
                Principal

              	 	
                Agent

              	 


      

       

       

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