Exhibit 10.12

                           INTERNATIONAL DISTRIBUTION
                                    AGREEMENT


                                     between



                             CIRALIGHT GLOBAL, INC.



                                       and



                             ZEEV SHIMON & SONS, LTD



                                                         DATED: January 15, 2010



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                                TABLE OF CONTENTS

Article 1 - Appointment of Distributor........................................2

Article 2 - Products..........................................................3

Article 3 - Territory.........................................................3

Article 4 - Prices and Payment Terms..........................................3

Article 5 - Security Interest.................................................5

Article 6 - Duties of Distributor.............................................5

Article 7 - Duties of Corporation.............................................7

Article 8 - Minimum Purchases.................................................9

Article 9 - Exclusivity......................................................10

Article 10 - Warranty........................................................11

Article 11 - Term and Termination............................................12

Article 12 - Manufacturing...................................................15

Article 13 - Distributor Fee.................................................15

Article 14 - Confidentiality.................................................15

Article 15 - Trademarks......................................................16

Article 16 - Indemnification.................................................17

Article 17 - Insurance.......................................................19

Article 18 - Force Majeure...................................................19

Article 19 - General Provisions..............................................20

Exhibit A - Products & Trademarks

Exhibit B - Company Price List

Exhibit C - Warranty

Exhibit D - Letter of Appointment

Exhibit E - Exclusions
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                         [CIRALIGHT GLOBAL, INC. LOGO]


                             DISTRIBUTION AGREEMENT
                              (EXCLUSIVE TERRITORY)

THIS AGREEMENT made as of January 15, 2010 (the "EFFECTIVE DATE")

BETWEEN:

          CIRALIGHT GLOBAL,  INC., a corporation  incorporated under the laws of
          Nevada with its principal place of business at 2603 Main Street, Suite
          1150, Irvine, California 92614

          CIRALIGHT GLOBAL,

                                     - and -

          ZEEV SHIMON & SONS, LTD., a company organized under the laws of Israel
          with  its  principal   place  of  business  at  10   Hamefalsim   St.,
          Kiryat-Arie, Petah-Tikva 49001 Israel

          (the "Distributor").

WHEREAS:

(A)       The Corporation produces and sells Daylighting products, as more fully
          described in Article 2.1 below (the "Products") bearing the trademarks
          listed on Exhibit "A" hereto;

(B)       The  Distributor  desires  to obtain the sole and  exclusive  right to
          promote,  distribute,  sell,  service and install the  Products in the
          Territory (as hereinafter  defined) subject to such limitations as are
          set forth herein (if any);

(C)       The  Distributor  has assured the  Corporation  that it possesses  the
          necessary  technical  and  commercial  competence  and the  ability to
          structure the organization  necessary to ensure efficient  performance
          of its contractual obligations hereunder and this agreement is entered
          into in substantial  reliance on the  Distributor's  representation of
          that competence;
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(D)       The  Corporation is willing to sell the Products to the Distributor to
          market,  promote,   distribute,  sell,  service  and  install  in  the
          Territory (as  hereinafter  defined) under the terms and conditions of
          this Agreement;

NOW THEREFORE,  in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:

                      Article 1 -APPOINTMENT OF DISTRIBUTOR

1.1       APPOINTMENT.  Subject to the terms and  conditions of this  Agreement,
          the Corporation  grants to Distributor the sole and exclusive right to
          promote, market, distribute, sell, service and install the Products in
          the Territory.  The Distributor hereby accepts such sole and exclusive
          appointment  and agrees to use its best efforts in the  performance of
          its  contractual  obligations  and privileges  during the term of this
          Agreement  and in the  Territory,  in  accordance  with the  terms and
          conditions of this Agreement.

1.2       LICENSE.   Subject  to  the  provisions  of  Article  15  hereof,  the
          Corporation  hereby grants to Distributor the non-exclusive  right and
          license to use in the Territory, only for so long as this Agreement is
          in force,  the trademarks set forth on Exhibit A hereto,  as it may be
          amended from time to time (the  "Trademarks")  for the sole purpose of
          promoting and selling the Products in the Territory,  and for no other
          purpose.

1.3       DISCONTINUATIONS; NEW PRODUCTS. Nothing in this Article 1 or elsewhere
          in this Agreement  shall preclude the Corporation  from  discontinuing
          the sale of any Product which the Corporation  reasonably concludes is
          no longer  profitable  or otherwise  feasible for the  Corporation  to
          sell,  provided the Corporation  gives the Distributor at least ninety
          (90) prior written notice of such discontinuation.  If the Corporation
          shall desire to market and sell any  additional  natural  lighting and
          related  products  (as  opposed  to  traditional   electric   lighting
          products)  in the  Territory,  the  Corporation  shall so  advise  the
          Distributor  in writing,  and the  Distributor  shall have thirty (30)
          days from the date of such  notice to  determine  whether it wishes to
          have such new  product,  added to  Exhibit  "A" as a  Product.  If the
          Distributor  so  declines,  the  Corporation  may  distribute  the new
          product itself or through another  distributor or commission  agent in
          the Territory, without affecting the exclusivity of the rights granted
          in this Agreement with respect to the Products covered at that time by
          this Agreement.

1.4       Limitations.  The  Distributor  shall buy and sell the Products in its
          own  name  and for its  own  account.  Each  party  is an  independent
          contractor,  and not an employee,  agent, joint venturer or partner of
          the other..  Each party and its employees shall identify themselves as
          such, and shall make clear the  limitations of their  authority to any

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          potential or actual  customers of the Products.  Neither party may, in
          any manner,  accept any obligation,  incur any liability,  promise any
          performance  or pledge any credit on behalf of, or for the account of,
          the other except those expressly permitted under this Agreement.  Each
          party shall pay any and all  expenses  and  charges  relating to their
          performance of contractual obligations hereunder.

                              Article 2 - PRODUCTS

2.1       PRODUCTS.  The  Products  covered  by  this  Agreement  shall  include
          Ciralight  Daylighting  products  manufactured by the Corporation,  as
          more  specifically set forth on Exhibit "A" attached hereto, as it may
          be  amended  from  time to time in  accordance  with the terms of this
          Agreement.

2.2       The  Corporation  represents  and warrants that Exhibit "A" covers all
          the lighting  systems which allow for the passage of sunlight via roof
          and ceiling fixtures into  non-residential  interior spaces, which are
          currently  manufactured  and/or dealt with by the Corporation.  In the
          event that the Corporation  shall commence to manufacture or otherwise
          deal with any new  lighting  products,  same  shall be  offered to the
          Distributor for sale in the Territory;  If accepted by the Distributor
          same shall be added to Exhibit "A" and be part of the Products covered
          by this Agreement.  If not so accepted the provisions of paragraph 1.3
          above shall apply.

                              Article 3 - TERRITORY

3.1       TERRITORY.  The  territory  covered  by this  Agreement  shall  be the
          territory of Israel including Gaza Strip, the Golan Heights,  the West
          Bank and any territory controlled by the Palestinian  Authorities (the
          "Territory").

                      Article 4 - PRICES AND PAYMENT TERMS

4.1       The selling  price to the  Distributor  for the  Products  will be the
          Corporation's  list price for International  Distributors in effect at
          the time of the  Distributor's  order.  The  Distributor  shall submit
          purchase orders for the Products to the Corporation in writing,  which
          purchase orders shall set forth, at a minimum:  identification  of the
          Products ordered, quantity and requested delivery dates. Unless stated
          otherwise,  prices,  shipments  and  risk of loss  are FOB port of Los
          Angeles (as such term is defined in Incoterms 2000). Title and risk of
          loss pass to Distributor  in accordance  with the definition of FOB in
          Incoterms  2000.  The current list prices to be charged to Distributor
          for Products (and the  components  set forth in Article 6.2 below) are

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          set forth in Exhibit "B" attached hereto. Corporation shall not charge
          Distributor  for Products a price that is higher than the lowest price
          charged  by  Corporation  for such  Products  to  other  international
          distributors.

4.2       Any  increase in prices  shall be effected  by giving  Distributor  at
          least ninety (90) days prior  written  notice.  Any increase in prices
          shall  not  affect  any  orders  placed  by  Distributor  prior to the
          expiration of said period of ninety (90) days.  Corporation  shall not
          increase  prices more than once  during each period of 6 (six)  months
          commencing  initially on 1 January  2010.  Increase in prices shall be
          predicated  primarily  upon an increase in the costs of the components
          and  raw  materials  used in the  production  of the  Products  and in
          proportion  to the increase in the prices of such  components  and raw
          materials

4.3       All payments due to Corporation  hereunder  (including interest) shall
          be made in US Dollars. Payment pertaining to any and all orders placed
          by  Distributor  according  to  this  Agreement  will be  executed  by
          Distributor  through wire transfer to Corporation's bank account,  the
          details of which will be  communicated  by  Corporation to Distributor
          from time to time, in 2 installments as follows:

          a)   Distributor  will effect  payment of 50% of the purchase price of
               any  order  no  later  than  five  (5)  days of the date in which
               Corporation  has  accepted in writing such order and prior to the
               shipment of any order.

          b)   Distributor  will effect  payment of 50% of the purchase price of
               any order no later  than forty (40) days of the date in which the
               order has been accepted by Distributor's Frieght Forwarder.

4.4       In the  event  of any  delay  in  payment  of any  amounts  due to the
          Corporation hereunder, the Corporation shall have the right to suspend
          deliveries  and may, at its option,  terminate  the order and hold the
          Distributor  liable for damages,  provided that any such delay has not
          been remedied by the Distributor  within a period of 14 days following
          receipt  of  a  written  notice  from  the  Corporation  advising  the
          Distributor of the relevant delay and requiring payment.  In the event
          that the  Corporation  does not  receive  any  payment  when due,  the
          Distributor shall pay to the Corporation,  on any delay in excess of 7
          days,  as a late  charge and not as a penalty,  interest on the unpaid
          balance  from the due date until  payment is actually  received by the
          Corporation, at the varying prime (sometimes called base) announced by
          the Corporation's  banker.  The  Corporation's  right to such interest
          shall  be in  addition  to and  not in lieu of all  other  rights  and
          remedies arising by reason of such  non-payment.  Any payment received
          by the  Corporation  may be  applied by the  Corporation  first to any
          outstanding  interest due and then to any outstanding  balance owed by
          the  Distributor to the  Corporation,  as the  Corporation in its sole
          discretion shall determine. The Distributor shall make all payments in
          accordance with the terms of this Agreement  notwithstanding any claim
          for any alleged fault, defect or irregularity in the Products.

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                          Article 5 - SECURITY INTEREST

5.1       SECURITY INTEREST.  The Corporation shall retain title to the Products
          and  shall  have a  security  interest  in the  Products  sold  to the
          Distributor and all accounts  receivable arising from the sale of such
          Products,  including their  respective  proceeds (for purposes hereof,
          the  "Collateral")  until  paid in  full.  The  Distributor,  upon the
          Corporation's  request,  shall give,  execute,  file and/or record any
          notice,  financing statement,  continuation  statement,  instrument or
          document which the  Corporation  shall  consider  necessary to create,
          preserve,  continue,  effect or validate the security  interest in the
          Collateral  granted hereunder or to enable the Corporation to exercise
          or enforce its rights hereunder. The Distributor hereby authorizes the
          Corporation to file any financing statements,  continuation statements
          or other documents in any  jurisdiction at any time it deems necessary
          to protect and maintain the Corporation's  interest in the Collateral,
          with or  without  the  Distributor's  signature,  and the  Distributor
          hereby  specifically  authorizes the Corporation as the  Distributor's
          attorney-in-fact   to  execute  and  file  such   statements   on  the
          Distributor's  behalf. In the event the Distributor intends to utilize
          other  warehouse  facilities,  change its  business  address or in any
          other way to  transfer  the  storage of the  Products,  or any records
          relating  to such  Products,  including  accounts  receivable,  to any
          location other than the address set forth above, the Distributor shall
          notify the  Corporation  in writing at least thirty (30) days prior to
          such change or transfer.

                        Article 6 - DUTIES OF DISTRIBUTOR

6.1       The Distributor, at its own cost and expense, shall use all reasonable
          commercial  efforts to develop and promote the sale of the entire line
          of the Products in the Territory.  This covenant to use all reasonable
          commercial  efforts shall  include  without  limitation  the following
          obligations:

          (a)  SALES  ORGANIZATION.  Distributor  shall establish and maintain a
               sales  organization  of  personnel  who  are  fully  trained  and
               knowledgeable about the Products.

          (b)  INVENTORY. The Distributor shall in regular consultation with the
               Corporation,  maintain  an  adequate  selection  and stock of the
               Products as is  necessary  to fulfill  customers'  demands and to
               guarantee  requests for replacement under warranty,  as set forth
               in Article 10 of this Agreement, as determined by the Distributor
               based upon its prior business  operations and experience and upon
               the fixed delivery times. Furthermore, Distributor shall maintain
               sufficient  excess  inventory  of parts  within its  inventory to
               assure prompt replacement for Products under warranty. Subject to
               the provisions of Article 10,  Warranty,  of this Agreement,  and

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               the terms of the actual Warranty, Corporation shall replace, free
               of charge, inventory parts used to satisfy warranty issues within
               30 days after  Distributor  replaces  said problem part  provided
               that  Distributor  shall  promptly  return the problem  part as a
               condition thereof.

          (c)  MONTHLY  REPORTS.  Distributor  shall deliver to the  Corporation
               within one month after the expiration of each calendar  quarter a
               written report in regard to operations of the Distributor for the
               preceding calendarquarter.

          (d)  ADVERTISING AND PROMOTION.  The Distributor agrees to conduct, at
               its own  expense,  reasonable  advertising  and public  relations
               campaigns  for  Products  and to attend  trade shows and maintain
               website awareness for Products and include Products in catalogues
               and   institutional   advertising   undertaken  by   Distributor.
               Distributor agrees to consult with and cooperate with Corporation
               in  developing  and  implementing  effective  ways to market  the
               Products.   Distributor   will  have  the   option  to   purchase
               pre-printed  promotional  materials  prepared  and printed by the
               Corporation or to create and print  Distributor's own promotional
               material using approved  product images,  text,  slogans,  logos,
               videos and other  promotional  items in an approved  manner.  New
               advertising  and  promotional  materials  created by  Distributor
               shall be submitted to the  Corporation  for its written  approval
               prior to the use of any such  material,  provided that failure of
               the Corporation to reply to any request for its approval within a
               period of 7 days after  receipt of the request shall be deemed as
               an approval for the relevant promotional material.

          (e)  LICENSES AND PERMITS. The Distributor agrees that it shall obtain
               any and all licenses and permits which may be required  under all
               applicable  law in order to perform  the  duties and  obligations
               hereunder.

6.2       Unless  otherwise  agreed in writing,  Distributor  shall purchase all
          components  related to the  installation and operation of the Products
          from  Corporation  and shall use only official and approved  parts for
          the  Products.  This  shall  include  without  limitation  the  domes,
          mirrors,  lenses,  frames,  mid-trays  and sun  tracking  controllers.
          Notwithstanding the foregoing,  it is agreed that Distributor shall be
          allowed to purchase  lightwells  security bars, light shades and curbs
          from third party  sources  provided  that these parts  comply with and
          follow all the specifications  provided by the Corporation and samples
          thereof are submitted to Corporation for its written approval,  not to
          be unreasonably withheld or delayed.

6.3       Distributor   shall  install  the  Products  in  accordance  with  the
          Corporation's  official installation manual and instructions furnished
          to the  Distributor  by the  Corporation.  Installations  performed by
          unauthorized/uncertified  personnel,  not installed in accordance with
          the  official  installation  manual  and  instructions,  or  otherwise
          improperly  installed,  may result in voiding  all or a portion of the
          Corporation's warranty for such Product.

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6.4       Distributor  agrees to observe high  standards of ethical  conduct and
          honestly  represent  the  capabilities  of the  Products.  Distributor
          undertakes to comply with the rules of fair  competition and all other
          applicable laws and regulations prevailing in the Territory.

6.5       Distributor is authorized to appoint resellers  referred to as Dealers
          and Sales Reps within the Territory under this Agreement. Dealers have
          no rights or recourse to the  Corporation.  The  Corporation  requires
          that Distributor provide pertinent information such as: Name, address,
          and contact  information  of  appointed  Dealers  and Sales Reps.  The
          Corporation  agrees that information  provided by Distributor shall be
          used for record keeping purposes only and held  confidential.  for the
          term so long as this  agreement  remains in effect and  Distributor is
          not otherwise in material breach hereof..

6.6       Distributor  shall not utilize  dealers or third party sales reps. All
          sales people shall be employees of Distributor.

6.7       Except as expressly  provided by this Agreement,  any and all expenses
          and /or charges  connected with the  fulfillment of the  Distributor's
          obligations  and  activity  pertaining  to  this  Agreement  shall  be
          exclusively borne by the Distributor.

6.8       The Corporation's representatives may, upon prior written notification
          and coordination with the Distributor, visit the Distributor's offices
          at any  reasonable  time during  normal  business  hours,  in order to
          assist in the improvement of the sales and marketing of the Products.

6.9       The  Distributor  agrees  to  provide  the  Corporation  with  regular
          information  as is  necessary  to  keep  the  Corporation  up to  date
          regarding sales of the Products,  market trends,  and the products and
          advertising  of  competitors,  to the extent same is  available to the
          Distributor.  Upon the Corporation's  request and at the Corporation's
          expense, the Distributor shall furnish the Corporation with brochures,
          advertising, illustrations and samples of competitors' products.

                        Article 7 - DUTIES OF CORPORATION

During the term of this  Agreement,  the Corporation  shall provide  Distributor
with the following:

7.1       Provide  Distributor with branding and marketing  material in English,
          including artwork, logos, photos, written copy, product specifications
          and  other  materials  that  can be  used  by  Distributor  to  create
          materials necessary to promote the Products.

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7.2       Assist Distributor with sales and installation  training.  Corporation
          will provide Distributor with the most current installation  materials
          and updated Product information on a timely basis.

7.3       Provide  Distributor with a listing as a Distributor for the Territory
          on the Corporation's website.

7.4       Provide  Distributor  with  ongoing  communications  regarding  market
          intelligence  and  other  relevant   information   pertaining  to  the
          Corporation's Products.

7.5       Provide a warranty  for the  Products in  accordance  with  Article 10
          herein.  Corporation  shall provide  Distributor  with 90 days advance
          notice of any changes in the warranty terms and conditions  offered by
          the  Corporation  with  respect to the  Products,  provided  that such
          change applies to all such Products sold by the Corporation and/or any
          dealers and distributors of the Corporation.  In the event Corporation
          changes the  warranty,  as aforesaid,  Distributor  shall have 45 days
          from said notice to determine whether to continue this agreement or at
          its option may elect to discontinue this agreement upon 45 days notice
          to Corporation.  In the event the warranty provisions are changed, the
          changes shall only apply to future  purchases made after the effective
          date of the change, and shall not be retroactive to prior purchases.

7.6       Corporation shall at all times have the right to contact purchasers of
          the Products wherever located to determine their satisfaction with the
          Products,  the service and to make repairs to the Products as required
          pursuant to applicable  warranty  terms.  And to exercise its lien and
          security  interest  in effect  with  respect to any  Product  sold but
          unpaid for. Distributor shall maintain and provide contact information
          for  purchasers as requested by  Corporation  and in  accordance  with
          policies set by corporation.

7.7       Corporation  shall, in its sole discretion,  as it deems necessary and
          appropriate,  defend its patents and rights against  infringements and
          violations within Distributor's territory.

7.8       Maintain sufficient  Inventory of product and parts and/or capacity to
          timely  fulfill   Distributor's  orders  which  it  has  received  and
          confirmed  and for  which  Distributor  has paid and  Corporation  has
          accepted  payment of any amount  required on  account.  Subject to the
          terms and  conditions  of this  Agreement,  Corporation  undertakes to
          accept,  confirm and fulfill all  Products-  related  orders placed by
          Distributor  ("Distributor  Purchase Orders") during any period during
          the term of this  Agreement  commencing on the Effective  Date of this
          Agreement.

7.9       Lead time for the shipment of Distributor  Purchase Orders shall be 15
          days from the date of  placement  by  Distributor  of the  Distributor
          Purchase Order and acceptance thereof by the Corporation.  Corporation
          shall submit to  Distributor a written  Sales Order as  acknowledgment

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          and written  acceptance of each Distributor  Purchase Order within two
          (2) business days of the receipt by  Corporation of the relevant order
          and  after  first   establishing  a  delivery  schedule  therefor  and
          Distributor shall  countersign each sales order to confirm  acceptance
          of the terms of the sale and delivery schedule once agreed upon..

7.10      Unless stated  otherwise,  prices,  shipments and risk of loss for any
          product  purchased by Distributor from Corporation are FOB port of Los
          Angeles . Subject to the conditions of Article 5, risk of loss pass to
          Distributor in accordance with the definition of Ex Works in Incoterms
          2000.

                          Article 8 - MINIMUM PURCHASES

8.1       The minimum  purchases orders to be placed by Distributor  during each
          calendar  year period  during the term of this  Agreement,  commencing
          with the 2011 year, are as follows:

          (a)  During the year of 2011 - purchase  orders for two hundred  fifty
               (250) controllers of the Suntracker units.

          (b)  During the year of 2012 - purchase orders for Three hundred fifty
               (350) controllers of the Suntracker units.

          (c)  During  any  calendar  year  thereafter,  the  minimum  number of
               purchase  orders  shall  increase  by five (5)  percent  per each
               calendar year.

8.2       Either party shall be entitled to terminate this Agreement as provided
          in Article 11 in the event that the quantity of Products  ordered from
          Corporation  by Distributor in Territory has not reached the target as
          set forth  above  (subject  to the  provisions  of Article 8.3 below),
          during  each  period,  provided  that  any such  termination  shall be
          effected by a written  notice of sixty (60) days,  to be  delivered to
          the other party,  within thirty (30) days after the  expiration of the
          relevant calendar year, as aforesaid.

8.3       It is further agreed and understood  that any orders for Products from
          the Corporation, in excess of the relevant minimum purchase quantities
          set forth above,  shall be carried over to the following  period/s and
          shall be taken into account for the purpose of computing  the relevant
          minimum purchase  quantities  ordered from the Corporation  during any
          such  subsequent  period/s.  Any  quantity  which is carried over to a
          subsequent  period, as aforesaid,  shall be also taken into account in
          calculating  orders of  Products  in excess  of the  minimum  purchase
          quantities  during such period,  for the purposes of this  Sub-Article
          but such amount may only be carried forward for one subsequent  period
          and not more.

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8.4       For the sake of  clarity,  in the event of failure of  Distributor  to
          comply with the minimum purchase  quantities set forth above resulting
          from any act,  omission or breach of this  Agreement  by  Corporation,
          Corporation shall not be entitled to terminate this Agreement.

8.5       For the  sake  of  clarity,  it is  agreed  and  understood  that  the
          Corporation  shall not be entitled to any damages and/or  compensation
          whatsoever,  in the event that the  Distributor  fails to purchase the
          minimum  purchase  quantities  pursuant to the terms of this Article 8
          and that the only remedy  available to the Corporation with respect to
          any  such  failure  is  the  right  to  terminate  this  Agreement  in
          accordance with the terms set forth herein.

                             Article 9 - EXCLUSIVITY

9.1       During the term of this Agreement, the Distributor shall not, directly
          or  indirectly  (by  equity or  management  participation,  beneficial
          ownership,   rendering   of   advice  or   consultation,   contractual
          arrangement  or otherwise),  solicit  orders for, sell,  distribute or
          otherwise  deal  in,  any  products  based  on  technology   which  is
          competitive with the technology  incorporated in the Products. For the
          sake of clarity, only lighting products which incorporate a technology
          competitive with the technology  incorporated in the Products shall be
          deemed  competitive.  Corporation  agrees that passive skylights shall
          not presently be considered as competitive products,  but in the event
          Corporation  introduces  new  skylight  products,  whether  passive or
          active,  which are added to the Products to be carried by Distributor,
          then  this  provision  shall  apply to all such  products  carried  by
          Distributor, whether they be active or passive.

9.2       Corporation  undertakes,  not to, directly or indirectly,  appoint any
          other  party  as   distributor   and/or   sub-distributor,   including
          distributors  in  additional  territories,  and/or agent and/or dealer
          and/or  sales  representative   and/or  licensee  for  the  marketing,
          distribution  or sale of Products in  Territory,  nor shall it sell or
          distribute  any Product in  Territory  or to any  customer  located in
          Territory,  other than a House  Customer (as defined below) or through
          Distributor,  nor shall it sell or transfer any Products to any person
          and/or entity  outside  Territory for use or resale within  Territory,
          except with the prior written consent of Distributor.

9.3       Corporation undertakes, not to, directly or indirectly,  engage in the
          sale of products similar or competitive to Products in Territory.

9.4       Provided that Corporation shall have received notice thereof, and been
          given an reasonable  opportunity  to effect a cure,  then in the event
          that any  dealer  or  distributor  of  Corporation  from  outside  the
          Territory is involved in the marketing, sale or distribution, directly
          or indirectly, of the Products within Territory, Corporation, upon the
          second  such  occurrence  shall  forthwith  revoke  such  dealer's  or

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          distributor's  appointment in the relevant  territory.  If Corporation
          shall  fail to  comply  with the  aforesaid,  it  shall  bear the sole
          responsibility  for the  compensation  of any and all  losses  caused,
          directly or indirectly,  to Distributor as a result of such marketing,
          distribution or sale of Products in Territory. The aforesaid shall not
          apply to any  sporadic  sales of  Products in the  Territory  by third
          parties  that  purchased  same  from  said  dealers  or  distributors,
          provided  that the  relevant  dealer or  distributor  did not know and
          should not  reasonably  be  expected  to know that such  Products  are
          purchased  from it with the  intention  of  reselling  same within the
          Territory.  Without  derogating  from  the  aforesaid,  any  sales  of
          Products within the Territory by any such dealer or distributor  shall
          be deemed  as a sale by the  Distributor  solely  for the  purpose  of
          computing the minimum  purchase  orders placed by the  Distributor for
          the purposes of this Agreement. The foregoing shall not apply to House
          Customers.

9.5       Corporation undertakes to promptly advise Distributor,  in writing, of
          and refer to Distributor every inquiry,  leads,  prospects and related
          information,  which are directed to Corporation  or which  Corporation
          receives  regarding   potential   purchasers  of  any  Product  within
          Territory and refer all such potential  purchasers to Distributor with
          the exception of House Customers, if applicable.

9.6       EXCLUSIONS.  Notwithstanding  anything in this Agreement,  Corporation
          may sell  Products  to certain  House  Customers,  which are listed in
          Exhibit C, and which  shall be  excluded  from this  Agreement.  House
          Customer shall mean a subsidiary, franchisee or company owned facility
          in the Territory of a multinational  company that operates in at least
          8 countries  outside the Territory.  The  Corporation may from time to
          time  add  House   Customers   to  the  said   Exhibit  C  subject  to
          Distributor's  prior written  consent which shall not be  unreasonably
          withheld. The Distributor shall not be responsible with respect to any
          sales or  servicing of Products by the  Corporation  to any such House
          Customers.

                              Article 10- WARRANTY

10.2      THE CORPORATION WARRANTS TO THE DISTRIBUTOR EACH PRODUCT SOLD BY IT TO
          BE FREE FROM  DEFECTS IN , MATERIAL  AND  WORKMANSHIP,  WHEN  PROPERLY
          INSTALLED  AND  MAINTAINED  UNDER  NORMAL  USE  AS  MORE  SPECIFICALLY
          PROVIDED IN THE WARRANTY,  A COPY OF WHICH IS ATTACHED AS EXHIBIT "C."
          CORPORATION  SHALL NOT BE LIABLE  UNDER  WARRANTY  IF THE  PROBLEM  IS
          CAUSED BY IMPROPER INSTALLATION

10.3      PRODUCTS  WHICH DO NOT  CONFORM  TO  THEIR  DESCRIPTION  OR WHICH  ARE
          DEFECTIVE  IN  MATERIAL  OR  WORKMANSHIP  WILL,  BY THE  CORPORATION'S

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          DECISION,  BE REPLACED OR REPAIRED,  OR, AT THE CORPORATION'S  OPTION,
          CREDIT FOR THE ORIGINAL  PURCHASE  PRICE MAY BE ALLOWED  PROVIDED THAT
          DISTRIBUTOR  NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN
          THIRTY (30) DAYS OF DISCOVERY AND DISTRIBUTOR RETURNS SUCH PRODUCTS IN
          ACCORDANCE  WITH THE  CORPORATION'S  INSTRUCTIONS.  NO PRODUCTS MAY BE
          RETURNED BY THE DISTRIBUTOR  WITHOUT THE  CORPORATION'S  PRIOR WRITTEN
          AUTHORIZATION.

10.4      THIS WARRANTY  DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN  SUBJECTED
          TO MISUSE,  ABUSE,  NEGLIGENCE OR ACCIDENT BY THE DISTRIBUTOR OR THIRD
          PARTIES.  THE WARRANTY SHALL BE VOID IF THE SEAL OF THE GPS CONTROLLER
          UNIT IS BROKEN.

10.5      EXCEPT AS SET FORTH ABOVE AND WITHOUT  DEROGATING  FROM THE PROVISIONS
          OF ARTICLE 16 BELOW (INDEMNIFICATION),  THE CORPORATION MAKES NO OTHER
          WARRANTY OR  REPRESENTATION  OF ANY KIND WITH RESPECT TO THE PRODUCTS,
          EITHER  EXPRESS OR  IMPLIED,  INCLUDING  WITHOUT  LIMITATION,  THAT OF
          MERCHANTABILITY  OR FITNESS FOR A PARTICULAR USE.  FAILURE TO MAKE ANY
          CLAIM IN WRITING, OR WITHIN THE WARRANTY PERIOD SET FORTH IN EXHIBIT C
          , SHALL  CONSTITUTE AN  IRREVOCABLE  ACCEPTANCE OF THE PRODUCTS AND AN
          ADMISSION BY THE  DISTRIBUTOR  THAT THE PRODUCTS FULLY COMPLY WITH ALL
          TERMS,  CONDITIONS AND SPECIFICATIONS OF DISTRIBUTOR'S PURCHASE ORDER.
          WITHOUT   DEROGATING   FROM  THE   PROVISIONS   OF  ARTICLE  16  BELOW
          (INDEMNIFICATION),  THE  CORPORATION  SHALL NOT BE LIABLE  UNDER  THIS
          WARRANTY FOR INDIRECT,  INCIDENTAL,  SPECIAL OR CONSEQUENTIAL DAMAGES,
          UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS
          RESULTING  FROM  INABILITY TO USE THE  PRODUCTS,  INCREASED  OPERATING
          COSTS OR LOSS OF SALES,  OR ANY OTHER  DAMAGES.  TO MAKE A CLAIM UNDER
          THIS  WARRANTY,  DISTRIBUTOR  MUST NOTIFY THE  CORPORATION  IN WRITING
          WITHIN THE WARRANTY PERIOD.

10.6      THE FOREGOING  CONSTITUTES THE DISTRIBUTOR'S SOLE AND EXCLUSIVE REMEDY
          AND  THE  CORPORATION'S  SOLE  OBLIGATION  WITH  RESPECT  TO  PRODUCTS
          FURNISHED HEREUNDER.

                        Article 11 - TERM AND TERMINATION

11.1      The  duration  of this  Agreement  shall be for a  period  of from the
          Effective  Date.  Thereafter,  this Agreement  shall be  automatically

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          renewed, at the same terms and conditions, for additional,  successive
          periods of one (1) year each,  unless  terminated  by either  party in
          accordance with the provisions of Article 11.2 - 11.34 below.

11.2      This  Agreement  may be  terminated  at any  time  by the  Corporation
          immediately  upon written notice to the  Distributor in the event that
          after the date hereof:

          (a)  Distributor  breaches its covenants of  exclusivity  set forth in
               Article 9 hereof;

          (b)  The  Distributor  fails to comply  with the  applicable  laws and
               regulations in the Territory,  pursuant to section 6.7 above, and
               such  failure  has or may have a material  adverse  affect on the
               distribution and sale of the Products pursuant to this Agreement;

          (c)  The   Distributor   fails  to  achieve   the   minimum   purchase
               requirements  set forth in Article 8 hereof  (and  subject to the
               terms of said Article);

          (d)  The  Distributor  fails to comply with the price and payment term
               provisions set forth in Article 4 hereof, unless such failure has
               been  remedied  by the  Distributor  within a  period  of 14 days
               following receipt of a written notice from the Corporation; or

11.3      Anything   in   section   11.1  or   11.2   above   to  the   contrary
          notwithstanding, in the event that the Corporation breaches any of its
          delivery  obligations  herein  contained,  the  Distributor  shall  be
          entitled to forthwith  terminate  the  relevant  order/s and any other
          outstanding order/s or this Agreement as a whole.

11.4      Anything   in   section   11.1  or   11.2   above   to  the   contrary
          notwithstanding,  this Agreement may also be terminated at any time by
          either party immediately upon written notice to the other party in the
          event that after the date hereof:

          (a)  Either party shall suspend or discontinue its business,  or shall
               make an  assignment  for the  benefit  of, or  composition  with,
               creditors,  or shall  become  insolvent or be unable or generally
               fail  to pay  its  debts  when  due,  or  either  becomes  in any
               jurisdiction a party or subject to (voluntarily or involuntarily)
               any liquidation or dissolution  action or proceeding with respect
               to itself, or to any bankruptcy, , insolvency or other proceeding
               for the relief of  financially  distressed  debtors is  commenced
               with  respect  to it, or a  receiver,  liquidator,  custodian  or
               trustee shall be appointed  for it, or a substantial  part of its
               assets (and with respect to any involuntary action or proceeding,
               an order entered in the proceeding is not dismissed within thirty
               (30)  days)  or it shall  take  any  action  to  effect  or which
               indicates its acquiescence in any of the foregoing;

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          (b)  A change in control of Distributor  takes place. For the purposes
               of this agreement,  "control" shall mean possession,  directly or
               indirectly,  of  power  to  direct  or  cause  the  direction  of
               management or policies  (whether through  ownership of securities
               or  partnership  or other  ownership  interest,  by  contract  or
               otherwise);

          (c)  The other party  attempts to assign this  Agreement or any rights
               or obligations hereunder without the prior written consent of the
               other party; or

          (d)  The  other  party  materially  breaches  any  provision  of  this
               Agreement and fails to cure such default  within thirty (30) days
               of receipt of written notice  thereof,  with the exception of the
               reasons for default set forth in 11.2 above,  the  occurrence  of
               which give the Corporation the right of immediate termination.

11.5      PROCEDURE UPON TERMINATION.  Upon termination of this Agreement by the
          Corporation in accordance  with the terms hereof,  the  Corporation is
          entitled  to  restrict  or cease  deliveries  of the  Products  to the
          Distributor,  including  deliveries on orders already  received at the
          time of the  notice  of  termination.  Also upon  termination  of this
          Agreement, the Distributor shall cease to have any rights, liabilities
          or  obligations  hereunder,  with the  exception of the  Distributor's
          obligations  under Article 10 and Article 15, which  obligations shall
          survive termination and with the exception of the Distributor's rights
          under  Articles 14 and Article 16,  which shall  survive  termination.
          Notwithstanding  the foregoing,  except in the event of termination by
          the Corporation  pursuant to Section 11.4(a) above, the Corporation is
          required to make the  Products  available to the  Distributor  in such
          quantities   so  as  to  enable  the   Distributor   to  maintain  the
          Distributor's own delivery  commitments  existing before the effective
          date of  termination,  subject to proof being given by the Distributor
          to  the  Corporation  that  it  was  under  unconditional  contractual
          obligations  at the time it  received  notice of  termination  to make
          deliveries  which it can not  fulfill  from its  inventory.  After any
          notice of termination is given,  the  Corporation may modify the terms
          of payment for any subsequent shipment.

11.6      EFFECT  OF  TERMINATION.   Upon  termination  or  expiration  of  this
          Agreement,  all  of  the  Distributor's  rights  with  respect  to the
          Trade-marks  shall  immediately  cease,  provided,  however,  that the
          Distributor may utilize the Trademarks to sell any Products  remaining
          in inventory  or  otherwise  delivered  after the said  expiration  or
          termination  for  a  period  of  six  (6)  months  from  the  date  of
          termination.

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                           Article 12 - MANUFACTURING

12.1      Distributor  shall not manufacture or produce Products covered by this
          Agreement  unless  otherwise  agreed in writing.  Notwithstanding  the
          aforesaid,   Distributor   shall  be  entitled  to   manufacture   the
          "LIGHTWELL"  and "CURBS" that are  auxiliary to the  SUNTRACKER of the
          Products.  For the sake of clarity,  said  "LIGHTWELL"  and "CURBS" as
          well as security  bars and  lightshades,  may be  acquired  from third
          party sources provided that these parts comply with and follow all the
          specifications  provided by the  Corporation  and samples  thereof are
          submitted to the Corporation for its written  approval which shall not
          be unreasonably  withheld or delayed.  Nothing in this Agreement shall
          preclude the Corporation from  contracting  with  manufacturers in the
          Territory to supply components to Distributor or to other Territories.

                           Article 13- DISTRIBUTOR FEE

13.1      In  consideration  for  being  granted  the  exclusive  right  as  the
          Distributor for the Territory,  Distributor shall pay to Corporation a
          Distributor  Fee in the  amount  of  $10,000.00  payable  $5,000  upon
          execution of the  Agreement and $5,000 at the start of the sixth month
          following  the  Effective  Date.  One-half of the entire amount of the
          above  Distribution  Fee shall be set off and  deducted at the rate of
          $100 per unit  from the  amounts  payable  to the  Corporation  by the
          Distributor for the purchase of Products pursuant to the terms of this
          Agreement

                          Article 14 - CONFIDENTIALITY

14.1      CONFIDENTIAL INFORMATION.  During the term hereof and thereafter, each
          party agrees to keep secret all Confidential  Information of the other
          and to take all steps and  institute any internal  secrecy  procedures
          which may be  necessary  to maintain  the secrecy of the  Confidential
          Information  of the other and further agrees that it shall not use the
          Confidential  Information except in connection with the performance of
          its  obligations  under  this  Agreement.  Upon  termination  of  this
          Agreement,  each party shall immediately cease to use the Confidential
          Information  of the other and shall return to the other all  documents
          and copies in its  possession  or  control  which in any way embody or
          evidence  the  Confidential  Information.  As used  herein,  the  term
          "Confidential  Information" shall mean all information  disclosed to a
          party or otherwise  acquired by a party in  connection  with the other
          party  Agreement,  concerning  or relating in any way to the  markets,
          customers,   Products,   procedures,   plans,   operating  experience,
          marketing strategies, organization, employees, financial conditions or
          plans or business of the other party,  its subsidiaries or Affiliates,
          provided  that  same  is  marked  as  "Confidential"  at the  time  of

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          disclosure  or should  otherwise  reasonably  ought to be  treated  as
          confidential given its nature and the circumstances of its disclosure,
          except  for  such  knowledge  or  information  which:  (i) is or later
          becomes publicly known under circumstances involving no breach of this
          Agreement  by the  receiving  party;  (ii)  was  already  known to the
          receiving  party at the time it received the information or knowledge;
          (iii)  is made  available  to the  receiving  party  by a third  party
          without  secrecy  obligation and without breach of its  obligations to
          the disclosing  party;  or (iv) the receiving party is required by law
          to divulge.

                             Article 15 - TRADEMARKS

15.1      During  the term of this  Agreement,  the  Distributor  shall have the
          limited,  non-exclusive , royalty-free  right to use the Trademarks in
          connection  with the promotion and sale of Products in the  Territory,
          provided however that the Distributor  obtain the Corporation's  prior
          written  consent  to use the  Trademarks  in  catalogues,  promotional
          materials, and advertising materials, a mock up or example of which is
          first submitted to the  Corporation and provided  further that failure
          of the  Corporation  to reply to any request for its consent  within a
          period of 7 days  after  receipt  of the  request  and the  mock-up or
          sample shall be deemed as an approval for the relevant use included in
          such request.

15.2      Use of the Trademarks shall conform to the following requirements:

          (a)  The Distributor  shall not use the Trademarks in any manner other
               than as set forth in Section 15.1 above without the prior written
               approval of the Corporation.

          (b)  The  Distributor  shall not put or retain the  Trademarks  in the
               Distributor's own name or any business name;

          (c)  The Distributor  shall not use the Trademarks in any manner which
               suggests an affiliation  with the Corporation  other than that of
               distributor of the Products;

          (d)  The  Distributor  shall not add to, or use with, the  Trademarks,
               any other trade  name,  trademark,  symbol or device  without the
               prior   written   approval   of  the   Corporation,   except  for
               Distributor's own trademarks and subject to (c) above.

          (e)  The  Distributor  shall  employ  any  symbol or  notice  with the
               Trademarks which the Corporation advises is necessary,  from time
               to time, to identify and protect the interest of the  Corporation
               in the Trademarks.

          (f)  The  Distributor  shall  apply no other trade name or trade name,
               nor any labels,  signs or  markings  of any kind to the  Products
               without the prior written consent of the  Corporation.  The above
               shall not be  interpreted  as  preventing  the  Distributor  from
               applying  its own trade name and  markings to the packages or any
               other materials distributed by it together with the Products in a
               manner that is not misleading.

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15.3      The Distributor hereby acknowledges that the Corporation (or Licensors
          of the  Corporation)  are the sole  owners of the  Trademarks  and the
          goodwill  pertaining  thereto and that nothing  contained herein shall
          constitute an assignment of the Trademarks or grant to Distributor any
          right,  title or interest  therein,  except the right to use it as set
          forth in this  Article  15. The  Distributor  agrees  that it will not
          contest the Corporation's (or the Corporation's  Licensors') ownership
          of the Trademarks, either during or after the term of this Agreement.

15.4      The  Distributor  shall  notify  the  Corporation  in  writing  of any
          infringement of the Trademarks in the Territory,  of any  applications
          or registrations for the Trademarks or marks similar to the Trademarks
          within the  Territory,  of any suit or  proceeding or action of unfair
          competition involving the Trademarks in the Territory,  promptly after
          it has notice thereof.

15.5      The  Distributor  agrees that, upon the termination of this Agreement,
          it shall have no  interest  in or right to use the  Trademarks  in any
          manner or for any purpose whatsoever,  except for the limited right to
          sell its then remaining inventory of Products bearing the Trademarks.

15.6      If the  Distributor  acquires  any  rights to the  Trademarks  for any
          reason,   it  undertakes  to  promptly   return  such  rights  to  the
          Corporation immediately and without expense to the Corporation.

15.7      The Corporation represents and warrants to the Distributor that (i) it
          is  the  registered  owner  of  the  Trademarks  and/or  is  the  sole
          authorized  licensee of such Trademarks in the Territory,  pursuant to
          valid  license  agreements  and  (ii)  it has  the  right,  power  and
          authority to enter into this Agreement and to grant to the Distributor
          the rights granted  hereby;  and (iii) that the promotion,  marketing,
          distribution and sale of the Products by the Distributor  herein shall
          not infringe or violate the  intellectual  property or other rights of
          any third party.

                          Article 16 - INDEMNIFICATION

16.1      Distributor   shall   indemnify,   defend,   and  hold   harmless  the
          Corporation,   its  employees,   officers,   directors,   agents,  and
          representatives  (each of the  foregoing  hereinafter  referred  to as
          "Indemnified  Party")  of,  from,  and  against  any and  all  claims,
          penalties,  demands, causes of actions, damages, losses,  liabilities,
          costs, and expenses including reasonable  attorneys' fees, of any kind
          or nature  whatsoever,  arising  out of or in any manner  directly  or
          indirectly  related to Distributor's  breach of any of its obligations
          under  this  Agreement,  except  to  the  extent  attributable  to the


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          negligence or willful  misconduct of the  Corporation,  its employees,
          officers, directors, agents, and representatives.

16.2      The   Corporation   shall   indemnify,   defend,   and  hold  harmless
          Distributor,   its  employees,   officers,   directors,   agents,  and
          representatives  (each of the  foregoing  hereinafter  referred  to as
          "Indemnified  Party")  of,  from,  and  against  any and  all  claims,
          penalties,  demands, causes of actions, damages, losses,  liabilities,
          costs, and expenses including reasonable  attorneys' fees, of any kind
          or nature  whatsoever,  arising  out of or in any manner  directly  or
          indirectly  related  to  the  Corporation's   breach  of  any  of  its
          obligations or warranties  under this  Agreement  except to the extent
          attributable  to the negligence or willful  misconduct of Distributor,
          its employees, officers, directors, agents, and representatives.

16.3      Notwithstanding   anything   contained  herein,   the  Corporation  or
          Distributor,   as  the  case  may  be  (hereinafter   referred  to  as
          "Indemnifying Party") shall not have any liability under the indemnity
          provisions  of this  Agreement  with  respect to a  particular  matter
          unless a notice  setting  forth in  reasonable  detail  the  breach or
          default which is asserted has been given to Indemnifying  Party within
          the applicable statute of limitations and, in addition, if such matter
          arises out of a suit, action, investigation, claim or proceeding, such
          notice is given reasonably  promptly after the Indemnified Party shall
          have  been  given  notice  of  the  commencement  of a  suit,  action,
          investigation, claim or proceeding.

16.4      Upon receipt of notice of any suit,  action,  investigation,  claim or
          proceeding   for  which   indemnification   might  be  claimed  by  an
          Indemnified  Party,  Indemnifying  Party shall be entitled promptly to
          defend,  contest or otherwise  protect against any such suit,  action,
          investigation,  claim  or  proceeding  at its own  cost  and  expense.
          Indemnifying  Party shall have the right to settle or  compromise  any
          such suit,  action,  investigation,  claim or proceeding,  without the
          consent of the  Indemnified  Party;  provided that such  settlement or
          compromise  does not  require  Indemnified  Party to pay any money and
          requires the claimant to  unconditionally  release  Indemnified  Party
          from  all  liability   with  respect  to  such  claim  or  litigation.
          Indemnified  Party shall have the right,  but not the  obligation,  to
          participate at its own expense in a defense  thereof by counsel of its
          own choosing,  but Indemnifying Party shall be entitled to control the
          defense unless Indemnified Party has relieved  Indemnifying Party from
          liability  with  respect  to  the  particular  matter.  In  the  event
          Indemnifying Party undertakes the defense of such matters, Indemnified
          Party  shall not be entitled to recover  from  Indemnifying  Party any
          legal or other expenses  incurred by  Indemnified  Party in connection
          with the defense thereof.

16.5      For the sake of clarity,  it is further agreed that any termination of
          this Agreement by  Corporation,  other than pursuant to the provisions
          of  Sections  11  above,  shall be  deemed a  material  breach of this
          Agreement  by  Corporation,  and shall  entitle  Distributor,  without
          derogating   from  any  other  or  additional   remedy   available  to

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          Distributor  pursuant to this Agreement  and/or any applicable law, to
          receive from  Corporation  full  compensation for any and all damages,
          expenses and losses incurred by  Distributor,  directly or indirectly,
          including loss of profits, as a result of such termination

                             Article 17 - INSURANCE

17.1      Corporation  and  Distributor  shall each obtain and keep in force, at
          its sole  expense,  product  liability  insurance  providing  adequate
          insurance  against any claims and suits  involving  product  liability
          arising out of, or with respect to, the  transactions  contemplated by
          this  Agreement,  in an  amount  not  less  than One  million  dollars
          ($1,000,000.00)  combined  single  limit  on  bodily  injuries  and/or
          property  damage.  Within  thirty  (30)  days  after  the date of this
          Agreement,  each  party  shall  submit to the other a  certificate  of
          insurance  naming each other as an  additional  insured and  providing
          that any  cancellation or material change or alteration  which reduces
          coverage or any  benefits  accruing  to the other  party shall  become
          effective  only upon thirty (30) days prior notice to the other party.
          The  requirements of this Article are acknowledged by each party to be
          a material term of this Agreement.

                           Article 18 - FORCE MAJEURE

18.1      Neither  party  hereto  shall be  liable to the other for delay in any
          performance  or for the failure to render any  performance  under this
          Agreement when such delay or failure is a direct result of any present
          or future statute,  law, ordinance,  regulation,  order, , act of God,
          earthquake,  epidemic,  explosion,  lockout,  boycott, general strike,
          general labor unrest, riot, war, or similar  catastrophic  occurrence.
          Any such  event may be relied  upon by either  party  only if:  (i) it
          directly prevents such party from fulfilling its material  obligations
          under  this  Agreement;  and  (ii) it  arises  without  the  fault  or
          negligence  of such  party;  and  (iii)  such  party  could  not  have
          reasonably  foreseen  such  event  at the  time of  signature  of this
          Agreement; and (iv) such party made all reasonable efforts to avoid or
          overcome the effect of the event on it fulfillment of said obligations
          under this Agreement.

18.2      In the event of any such delay or failure,  the  affected  party shall
          send  written  notice by telefax or telex of the delay or failure  and
          the reason  thereof to the other party within  fourteen  (14) calendar
          days from the time the affected party knew or should have known of the
          Force Majeure in question.

18.3      The  provisions  of  this  Article  shall  not  be  applicable  to any
          obligation involving the payment of money.

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                         Article 19 - GENERAL PROVISIONS

19.1      GOVERNING   LAW.  This   Agreement   and  all  sales  and   commission
          transactions  pursuant  hereto  shall be  governed  by the laws of the
          State of California,  United States of America,  but without reference
          to the choice of law provisions thereof.

19.2      NOTICES. Any notice,  request,  demand, waiver,  consent,  approval or
          other  communication  required to be given  pursuant to this Agreement
          (each,  a  "Notice")  shall be in  writing to the  Party's  respective
          addresses  as set forth in the Preamble of this  Agreement,  or to any
          other  address,  if to  Corporation to the Attention of Mr. Ray Torres
          and if to Distributor  to the Attention of Mr. Roei Shimon,  as either
          Party may  designate by giving a written  notice to the other,  and be
          deemed effectively delivered:

          (a)  If delivered personally, upon the date of delivery;

          (b)  If  registered  mailed,  within 7 working  days from the dispatch
               thereof;

          (c)  If  delivered  by  Federal  Express or other  similar  services 3
               working days from the dispatch thereof;

          (d)  If  delivered  by  facsimile,  within 24  working  hours from the
               dispatch thereof.

          (e)  All  Notices  are to be  given  or  made  to the  parties  at the
               addresses  appearing on the first page  hereof,  or to such other
               address  as  any  party  may  designate  by  a  Notice  given  in
               accordance with the provisions of this Section 19.2.

          (f)  A courtesy  copy of such  notices  shall be sent to  counsel,  as
               follows:

               If to Corporation's Counsel: Jeffrey S. Miles, Esq., PO Box 1001,
               Ojai, CA 93024

19.3      ENTIRE AGREEMENT;  AMENDMENT.  This Agreement,  together with Exhibits
          hereto, contains the entire agreement and understanding of the parties
          hereto  with  respect to the matters  herein set forth,  and all prior
          negotiations and understandings relating to the subject matter of this
          Agreement  are merged herein and are  superseded  and canceled by this
          Agreement.  This  Agreement  may not be  modified  except in  writing,
          signed by both of the parties hereto.

19.4      TIME OF ESSENCE.  Time is of the essence for the  performance  of each
          and every covenant and the satisfaction of each and every condition of
          this Agreement.

                                       20
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19.5      WAIVER.  The failure by the  Corporation to require the performance of
          any term of this  Agreement  or the waiver by the  Corporation  of any
          breach  under this  Agreement  shall not operate or be  construed as a
          waiver of any subsequent breach by the Distributor hereto.

19.6      ASSIGNMENT.  Neither  party shall  assign its rights nor  delegate the
          performance of its duties or other  obligations  under this Agreement,
          including any claims arising out of or connected with this  Agreement,
          without the prior written consent of the other party.

19.7      ARBITRATION.  Except  with  respect  to  equitable  remedies  provided
          herein, including, without limitation,  injunction relief, all claims,
          demands,  disputes,  controversies,  differences or  misunderstandings
          arising  out of or  relating  to this  Agreement,  or the  failure  or
          refusal to perform the whole or any part thereof, shall be referred to
          and  finally  resolved  by  arbitration  to  be  administered  by  the
          International  Centre  for  Dispute  Resolution,  a  division  of  the
          American  Arbitration  Association  ("AAA"),  in  accordance  with its
          International  Arbitration Rules then obtaining (the "IA Rules").  The
          arbitration shall be conducted before one arbitrator to be selected by
          agreement  of the  parties  or, if no  agreement  can be  reached,  in
          accordance with the IA Rules. The arbitration shall be conducted using
          the  English  language  for all  purposes.  Either  party  hereto  may
          initiate the  arbitration by serving a written demand for  arbitration
          on the other party,  which demand shall contain a  description  of the
          nature of the  dispute.  All  hearings of the  arbitration  shall take
          place in Orange County, California, United States of America.

          The initial fees and costs of the  arbitration  shall be borne equally
          and paid timely by each party  hereto.  Failure by a party to pay said
          fees and costs to the AAA timely shall  constitute a material  default
          under this  Agreement.  The award shall be final and binding  upon the
          parties,  and the parties  agree to be bound by the terms of the award
          and to act accordingly.  The judgment upon any award may be entered in
          and  enforceable  by any  court  having  jurisdiction  over the  party
          against whom the award has been rendered or wherever the assets of the
          party are located. Any award for costs shall include attorney fees and
          costs to the prevailing  party,  and  attorney's  fees and costs shall
          also be recoverable in any action to enforce the award.

          The parties hereto,  and each of them, hereby submit themselves to the
          jurisdiction  of the state courts of the State of  California  and the
          United States  Federal  District Court in California in any proceeding
          for the enforcement of the award rendered by the arbitrator, and agree
          that judgment  upon such award may be entered in any court,  in or out
          of  the  State  of  California,   having  jurisdiction   thereof.  The
          arbitrator  shall  rule in  accordance  with the  laws of  California,
          without  giving affect to the rules of conflict of laws  thereof.  The
          parties to the proceeding shall have reasonable rights of discovery in
          accordance  with the  Civil  Rules of  Federal  Procedure  used in the
          United States District Court.

                                       21
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          Nothing  contained  herein shall prevent either party from applying to
          any  court of law in order to  obtain  injunctions  or any  equivalent
          remedy,  against any other  party,  in order to restrain the breach of
          any restrictive covenants pursuant to this Agreement.

19.8      LETTER OF APPOINTMENT.  A Letter of Appointment,  in the form attached
          hereto as Exhibit "D" shall be furnished by Corporation to Distributor
          concurrently  with the signature of this Agreement.  Distributor shall
          be entitled, at its sole discretion, to show such letter to any person
          in order to evidence  Distributor's  appointment  hereunder.  Upon the
          termination  of  this  Agreement,  the  Letter  of  Appointment  shall
          automatically  terminate  forthwith  and  shall  not be  utilized  any
          further by Distributor.

19.9      The terms and conditions herein  contained,  constitute the entire and
          only contract  between the Parties  hereto with respect to the subject
          matter  hereof  and  shall  supersede  all  previous   communications,
          representations and/or agreements, either written or oral, between the
          Parties in respect of such subject  matter.  No  modification of terms
          and conditions of this  Agreement  shall be binding unless agreed upon
          in writing and signed by both Parties.

19.10     Each Party hereby warrants, confirms and undertakes that:

          (a)  It has the  corporate  power  and  authority  to enter  into this
               Agreement  and  to  consummate  the   transactions   contemplated
               therein;

          (b)  The  execution,  delivery and  performance of this Agreement have
               been duly authorized by all necessary  corporate  action and this
               Agreement  constitutes  a valid,  legal and binding  agreement of
               such party, enforceable against it in accordance with its terms;

          (c)  Neither the  execution  and delivery of this  Agreement by it nor
               the consummation of the transactions contemplated hereby will (i)
               violate,  or  result in a  default  under  any  note,  agreement,
               contract,  understanding,   arrangement,   restriction  or  other
               instrument  or  obligation  to which it is a party or by which it
               may be bound;  or (ii)  violate  any  order,  award,  injunction,
               judgment or decree to which it is subject.

19.11     SEVERABILITY.  In case any one or more  provisions  contained  in this
          Agreement  or any  application  thereof  shall be invalid,  illegal or
          unenforceable   in   any   respect,   the   validity,   legality   and
          enforceability of the remaining  provisions contained herein and other
          applications  thereof  shall not in any way be  affected  or  impaired
          thereby.

19.12     SUCCESSORS AND ASSIGNS.  The provisions of this Agreement  shall inure
          to the  benefit of, and be binding  upon,  the  successors,  permitted
          assigns,  heirs,  executors,   administrators  and  any  other  entity
          surviving the merger or  acquisition  of any of the parties  hereto or
          their assets.

                                       22
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IN WITNESS  WHEREOF the parties  hereto have executed  this  Agreement as of the
date first above written.

                                    CIRALIGHT GLOBAL, INC.


                                    Per:  /s/ Randall Letcavage
                                          --------------------------------------
                                    Name: Randall Letcavage
                                    Title:   CEO


                                    ZEEV SHIMON & SONS, LTD.


                                    Per:  /s/ Roei Shimon
                                          --------------------------------------
                                    Name: Roei Shimon
                                    Title: CEO

                                       23
<PAGE>
                                   EXHIBIT "A"

                             PRODUCTS AND TRADEMARKS

PRODUCTS:

SuntrackerOne & related components

SuntrackerTwo & related components

TRADEMARKS AND SLOGANS

Ciralight

Ciralight Global

Leading the Daylighting Revolution

Daylight on, lights off

SuntrackerOne

SuntrackerTwo

Smart Skylights

Intelligent Skylights

<PAGE>
                                   EXHIBIT "B"

                                   PRICE LIST



<PAGE>
                                   EXHIBIT "C"

                                PRODUCT WARRANTY


<PAGE>

                                  EXHIBIT "D"

                              LETTER OF APPOINTMENT


<PAGE>
                                  EXHIBIT "E"

                                   EXCLUSIONS

Firestone Building Products

Ikea

Fresh & Easy