Exhibit 10.14



                          DOMESTIC NON-EXCLUSIVE DEALER
                                    AGREEMENT


                                     between



                             CIRALIGHT GLOBAL, INC.



                                       and



                             J-MACS Consulting, LLC

                                                            DATED: April 1, 2010


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                                TABLE OF CONTENTS

Article 1 - Appointment of Dealer............................................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 Dealer.................................................5

Article 7 - Duties of Corporation & Distributor..............................8

Article 8 - Minimum Purchases...............................................10

Article 9 - Exclusivity.....................................................11

Article 10 - Warranty.......................................................12

Article 11 - Term and Termination...........................................13

Article 12 - Dealer Fee.....................................................15

Article 13 - Confidentiality................................................15

Article 14 - Trademarks.....................................................16

Article 15 - Indemnification................................................17

Article 16 - Insurance......................................................18

Article 17 - Force Majeure..................................................18

Article 18 - General Provisions.............................................19

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]


                                DEALER AGREEMENT
                            (NON-EXCLUSIVE TERRITORY)

THIS AGREEMENT made as of April 1, 2010 (the "Effective Date").

BETWEEN:

          CIRALIGHT GLOBAL,  INC., a corporation  incorporated under the laws of
          Nevada with its business  office  located at 15303 Ventura  Blvd.  9th
          Floor, Sherman Oaks, CA 92403

          (the "Corporation")

                                     - and -

          J-MACS CONSULTING, LLC, a Limited Liability Company incorporated under
          the laws of Arizona  with its  principal  place of  business  at 3567,
          S157th Street, Gilbert, AZ 85297

          (the "Dealer").

WHEREAS:

(A)       The Corporation  produces and sells  Daylighting  products bearing the
          trademarks listed on Exhibit "A" hereto (the "Products");

(B)       The Dealer desires to obtain the non-exclusive right to promote, sell,
          service and install the  Products  in the  Territory  (as  hereinafter
          defined);

(C)       The Dealer has assured the Corporation that it possesses the necessary
          technical   and   commercial   competence,   including  the  marketing
          organization  and  personnel  for the  promotion,  sales and  customer
          service  relating to the Products to ensure  efficient  performance of
          its contractual obligations hereunder;

(D)       The  Corporation  is willing to sell the Products to the Dealer either
          through one of its  Distributors  (if a Distributor has been given the
          exclusive  rights  for  the  Territory,  as  hereinafter  defined)  or
          otherwise  directly  for  marketing  and  sale  to  end  users  in the
          Territory under the terms and conditions of this Agreement;
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Ciralight Global, Inc.
Non-Exclusive Dealer Agreement


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

                        Article 1 -APPOINTMENT OF DEALER

1.1       APPOINTMENT.  Subject to the terms and  conditions of this  Agreement,
          the Corporation  grants to Dealer the non-exclusive  right as a Dealer
          to sell the Products in the Territory.  The Dealer hereby accepts such
          non-exclusive  appointment  and  agrees  to use its  best  efforts  to
          develop  and promote and  facilitate  the sale of the  Products in the
          Territory  during  the Term,  commencing  on the  effective  date,  in
          accordance with the terms and conditions of this Agreement,  including
          the  requirement  that Products be purchased from the  Distributor (if
          one has been  appointed)  and sold in  accordance  with  Corporation's
          suggested retail price, including volume discount policies established
          by the Corporation.

1.2       LICENSE.   Subject  to  the  provisions  of  Article  14  hereof,  the
          Corporation  hereby  grants  to  Dealer  the  non-exclusive  right and
          license  to use the  trademarks  set forth on  Exhibit A hereto in the
          Territory,  only for so long as this Agreement is in force,  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 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 Dealer at least ninety (90)
          prior written notice of such discontinuation. If the Corporation shall
          desire the Dealer to carry and sell additional  skylight  products and
          associated accessories,  the Corporation shall so advise the Dealer in
          writing,  and the Dealer  shall have thirty (30) from the date of such
          notice to  determine  whether  it  wishes  to have  such new  skylight
          product and associated accessories, added to Exhibit "A" as a Product.
          If the Dealer so declines,  the  Corporation  may sell the new product
          itself or through a Distributor or another Dealer or commission  agent
          in the Territory.

1.4       LIMITATIONS.  The Dealer  shall buy and sell the  Products  in its own
          name and for its own account. The Dealer is an independent contractor,
          and  not  an  employee,  agent,  joint  venturer  or  partner  of  the
          Corporation.  The Dealer and  employees of the Dealer  shall  identify
          themselves  as such,  and shall  make clear the  limitations  of their
          authority to any potential or actual  customers of the  Products.  The
          Dealer  may not,  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  Corporation  except  those  expressly
          permitted  under this Agreement (if any). Each party shall pay any and
          all expenses and charges relating to their  performance of contractual
          obligations hereunder.

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Non-Exclusive Dealer Agreement


                              Article 2 - PRODUCTS

2.1       PRODUCTS.  The  Products  covered  by  this  Agreement  shall  include
          Ciralight active and passive Daylighting  products  manufactured by or
          at the direction of the Corporation, as more specifically set forth on
          Exhibit "A" attached hereto, as it may be amended from time to time.

                              Article 3 - TERRITORY

3.1       TERRITORY.  Subject to the  provisions of Article 9 herein,  Dealer is
          appointed  to be a  non-exclusive  Dealer for the State of Arizona and
          Nevada (the "Territory"). Dealer acknowledges that there may be one or
          more  other  dealers  appointed  in  the  Territory  depending  on its
          geographical size and/or population density.

3.2       In the event  Corporation has not appointed a Distributor that acts as
          the Exclusive Distributor for the Territory in which the product is to
          be installed, then and for any period during the Term or any extension
          of this agreement that there is not a so designated Distributor, until
          such time as a Distributor is appointed for the Territory in which the
          product is to be installed, the reference to the Distributor contained
          herein shall mean the Corporation.  Corporation shall notify Dealer in
          writing of such appointment if and when made and thereafter the Dealer
          shall look  exclusively to the  Distributor  covering the territory in
          which the product is to be installed as the source of Products  unless
          otherwise  expressly  provided in writing by the  Corporation.  Dealer
          shall  purchase  products and work directly with the  Distributors  in
          accordance  with the provisions of this agreement.  Corporation  shall
          have the right to  change  or  terminate  appointed  Distributors  and
          revert  to being  the  supplier  of  Products  for the  Dealer  in any
          Territory and shall notify Dealer accordingly in such event.

                      Article 4 - PRICES AND PAYMENT TERMS

4.1       The  selling  price  to  the  Dealer  for  the  Products  will  be the
          Distributor's  list  price  for  Dealers  in effect at the time of the
          Dealer's  order.  The  Dealer  shall  submit  purchase  orders for the
          Products to the  Distributor 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  the  Distributor's
          facilities.  Title and risk of loss pass to Dealer in accordance  with
          the definition of Ex Works in Incoterms  2000. The current list prices
          to be  charged  to Dealer for  Products  are set forth in Exhibit  "B"
          attached hereto.

4.2       Any increase in prices shall be  effectuated by giving Dealer at least
          ninety (90) days prior  written  notice.  Any increase in prices shall
          not affect any orders placed by Dealer prior to the expiration of said
          period  of  ninety  (90) days  provided  that if Dealer  fails to make
          timely payment for such existing orders after receiving  notice of the

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          price increase,  the cost thereof shall adjust to the increased price.
          Prices shall not increase more than once during each period of Six (6)
          months commencing initially on 1 January 2010.

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

          a)   Dealer will pay 50% of the  purchase  price of any order no later
               than ten (10) days prior to the shipment of any order.

          b)   Distributor  will pay 50% of the  purchase  price of any order no
               later  than  twenty-one  (21)  days  after  the  date of when the
               Corporation has shipped the product.

4.4       In the  event  of any  delay  in  payment  of any  amounts  due to the
          Distributor hereunder, the Distributor shall have the right to suspend
          deliveries and may, at its option, terminate the order, as well as any
          and all other orders and contracts with the Dealer.  In the event that
          the  Distributor  does not receive any  payment  when due,  the Dealer
          shall pay to the  Distributor  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 Distributor,  at the varying prime (sometimes
          called base) announced by the Distributor's  banker. The Distributor'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 Distributor may be applied by the Distributor
          first to any  outstanding  interest  due and  then to any  outstanding
          balance owed by the Dealer to the  Distributor,  as the Distributor in
          its  sole  discretion  shall  determine.  The  Dealer  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,  in the event of any delay in payment,
          the Distributor  may, at its option,  terminate the order and hold the
          Dealer liable for damages.

4.5       In the event Dealer recruits additional Dealers, Dealer will receive a
          2.00% override on the sales of recruited dealers for a period of three
          years. Said Dealers must be approved by Corporation.

4.6       In the event that Dealer  introduces the Corporation to an end user as
          a finder for a  transaction,  as where such end user is located in the
          Exclusive Territory of another Dealer or Sales Agent for a Distributor
          who  actually  perform the Sales  responsibilities,  i.e.  presenting,
          demonstrating  and  selling  the  product to the  customer,  providing
          technical  support,  placing  and  processing  the quote,  issuing the

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Ciralight Global, Inc.
Non-Exclusive Dealer Agreement


          purchase order and sales  documents,  providing  customer  service and
          follow through after the installation etc., then the Dealer making the
          introduction  shall in such  instances  receive a finders fee equal to
          20% of the  commission  resulting from such  transactions,  or at such
          other amount as the referring Dealer and the servicing Dealer or Sales
          Agent  involved  mutually  agree between  themselves  regarding how to
          share the resulting  fees. In the event of disputes  which the parties
          are unable to  resolve  among  themselves,  the  Corporation  shall be
          advised and the parties agree that the Corporation  shall serve as the
          final arbiter thereof.

4.7       Commissions  paid to the  Dealer on  billings  on which  the  customer
          defaults  in  payment  will be  charged  back to the  Dealer  when the
          customer has been in default ninety (90) days or more. If the customer
          pays the amount at some future date these  commissions  will be repaid
          to the Dealer.

                          Article 5 - SECURITY INTEREST

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

                          Article 6 - DUTIES OF DEALER

6.1       The  Dealer,  at its own cost and  expense,  shall use all  reasonable
          commercial  efforts to develop and  exploit the maximum  sales for 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)  Dealer  shall   actively  sell  the  products   within   Dealer's
               territory.

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          (b)  Dealer  shall  ensure that its sales staff are fully  trained and
               knowledgeable about the Products.

          (c)  MONTHLY  REPORTS.  Dealer shall  deliver to the  Distributor  and
               Corporation  no later than the tenth  (10th) day after the end of
               each calendar  month a written  report in regard to operations of
               the Dealer for the preceding calendar month.

          (d)  ADVERTISING AND PROMOTION.  The Dealer agrees to conduct,  at its
               own  expense,   reasonable   advertising  and  public   relations
               campaigns  for  Products  and to  attend  trade  shows to  remain
               knowledgeable about the Products and competing  products,  and to
               maintain website awareness for the Products.  The Distributor and
               Corporation  reserve  the right to  inspect  the  records  of the
               Dealer to confirm the Dealer is promoting  the  products.  Dealer
               will  have  the  option  to  purchase   pre-printed   promotional
               materials  prepared and printed by the  Corporation  or to create
               and  print  Dealer's  own  promotional  material  using  approved
               product  images,   test,   slogans,   logos,   videos  and  other
               promotional  items in an approved  manner.  New  advertising  and
               promotional materials created by Dealer shall be submitted to the
               Corporation for its written approval prior to the use of any such
               material.

          (e)  LICENSES AND PERMITS.  The Dealer 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,   Dealer  shall  purchase  all
          components   related  to  the   installation   and  operation  of  the
          Corporation's  products from the Distributor covering the territory in
          which the product is to be  installed.  Dealer shall use only official
          and approved parts supplied by the  Distributor  for the sales and the
          installation of the products.  This shall include  without  limitation
          the domes,  mirrors,  lenses,  lightwells,  mid-trays and sun tracking
          controllers. At the option of the Distributor, Dealer shall be allowed
          to purchase  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 are submitted to the
          Corporation for its written  approval not to be unreasonably  withheld
          or delayed.

6.3       In the event that Dealer wishes to receive authorization to undertake,
          or to designate third parties (other than  customers/end  users of the
          Products) to undertake the  installation  of  Corporation's  Products,
          Dealer and/or its designee shall first have received  instruction from
          Corporation's   authorized   installation   instructors,   and  having
          successfully  completed such instruction,  shall receive a certificate
          of  authorization  as  an  Authorized  Product  Installer,  and  shall
          thereafter comply with Corporation's  official installation manual and
          instructions  shall  receive  a  certificate  of  authorization  as an
          Authorized  Product  Installer,   and  shall  thereafter  comply  with
          Corporation's   official   installation   manual   and   instructions.
          Installations  performed by  unauthorized/uncertified  personnel,  not
          installed  in  accordance  with the official  installation  manual and

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Non-Exclusive Dealer Agreement


          instructions, or otherwise improperly installed, may result in voiding
          all or a portion of the Corporation's warranty for such Product.

6.4       Dealer will provide Distributor and Corporation with timely reports of
          closed and pending sales on a regular basis to assist with forecasting
          product  demand.  Dealer  will  provide  copies of  signed  contracts,
          pictures  of  installations  and other such  reasonable  documentation
          related to sale and installation of products  requested by Distributor
          or Corporation.

6.5       Dealer  agrees to  observe  high  standards  of  ethical  conduct  and
          honestly represent the capabilities of Corporation's products.  Dealer
          undertakes to comply with the rules of fair  competition and all other
          applicable laws and regulations.

6.6       Dealer  agrees  that it will not  provide  compensation,  directly  or
          indirectly, whether in the form of cash, gifts (in the aggregate value
          of $50 or more),  benefits,  perquisites  or emoluments of any kind or
          nature,  including,  but not limited  to,  offers of present or future
          employment,  to any  officer,  agent,  employee or Board Member of the
          Corporation,  or of  its  Distributor(s),  or  any  of  its  or  their
          respective associates or designees,  unless such compensation is fully
          disclosed   to  and   approved  by  the  Board  of  Directors  of  the
          Corporation.  This  prohibition  shall remain in effect for so long as
          this agreement is in effect,  and for so long as any such  individuals
          or legal entities are employed by or affiliated with the  Corporation,
          and  for  a  period  of  one  year  after  their  departure  from  the
          Corporation   or  their   termination  as   Distributor(s)   or  their
          association therewith.  Dealer agrees to notify the Board of Directors
          upon  receiving  a  request  or  overture  from  any  such  party  for
          compensation  within72 hours of receiving  such request.  In the event
          compensation is made to an officer, employee or Board member, that was
          not  disclosed  and  approved  by the  board  of  directors  then  the
          Corporation   at  its  option  may  terminate  the  Dealer   Agreement
          forthwith.   Furthermore,   Dealer,   including  any  officer,  agent,
          employee,  or Board Member of Dealer,  shall not require or accept any
          similar   undisclosed  or  unauthorized   compensation,   directly  or
          indirectly,  whether in the form of cash or  emoluments of any kind or
          nature from Sales Reps or customers  other than in the ordinary course
          of  business,  as a condition of or in relation to providing or making
          available  the  Corporation's  Products  to  any  such  Sales  Rep  or
          customer.  Such  conduct  shall  likewise  give rise to  Corporation's
          option to terminate the Dealer Agreement in the event thereof.

6.7       Dealer is authorized  hire  Independent  Sales Reps that work directly
          with  Dealer.  The  Distributor  and  Corporation  require that Dealer
          provide all pertinent  information such as: Name, address, and contact
          information  of  appointed  Sales Reps.  The  information  provided by
          Dealer  shall  be used  for  record  keeping  purposes  only  and held
          confidential  for so long as this  agreement  remains  in  effect  and
          Dealer is not otherwise in material  breach hereof.  Distributor  will
          provide product support to Dealers and Sales Reps provided that Dealer
          respects  Distributor's  exclusivity  as  source  of  Products  in the
          Territory.  Sales  Reps will not  knowingly  sell or offer to  provide

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Non-Exclusive Dealer Agreement


          Products to or from  sources or customers  that violate  Corporation's
          exclusivity rights granted to Distributors.

6.8       Dealer will  provide  product  training and support to its Sales Reps.
          All of Dealer's Sales Reps shall process  customer  purchases  through
          the  Distributor.  Dealer and its Sales Reps shall not knowingly  sell
          product outside of Dealer's Territory or otherwise violate exclusivity
          rights granted to Distributors or Dealers, if any.

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

6.10      The Distributor's and  Corporation's  representatives  may, upon prior
          written  notification,  visit the Dealer'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.

6.11      In the event any  controllers  are to be replaced for any reason under
          the Corporation Warranty,  Dealer shall return the replaced controller
          in its original configuration, with all its original components intact
          and unopened.  The breaking of the Controller seal shall be prohibited
          under this agreement. The breaking of a controller seal shall void the
          warranty of the  Controller  and be considered a serious  violation of
          this agreement.

6.12      The Dealer shall comply with the pricing and discount  policies set by
          the  Distributor  in  conjunction  with  the  Corporation  within  the
          Territory.  Dealer may  determine the  compensation  for its own Sales
          Reps within Dealer's Territory but Corporation shall have the right to
          terminate its agreement  with Dealer and/or  Distributor  in the event
          that the suggested retail price,  including volume discount  policies,
          set by Corporation are not adhered to.

6.13      The Dealer  agrees to provide the  Distributor  and  Corporation  with
          regular  information  as is  necessary  to keep  the  Distributor  and
          Corporation up to date regarding sales of the Products, market trends,
          and the products and advertising of competitors.

                 Article 7 - DUTIES OF CORPORATION & DISTRIBUTOR

During the Term of this agreement, the Corporation and Distributor shall provide
Dealer with the following:

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

7.2       To assist  Dealer with sales and  installation  training.  Corporation
          will provide Dealer with the most current  installation  materials and
          updated  product  information  on a timely  basis  and will  provide a

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          reasonable  amount of  installation  training at a reasonable cost for
          Dealer's  personnel  or third  party  designees  in order  for them to
          achieve certification as Authorized Product Installers.

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

7.4       Provide   Dealer  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 Dealer with 90 days advance notice
          of any changes in the  warranty  terms and  conditions  offered by the
          Corporation.  In the event  Corporation  changes the warranty,  Dealer
          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 30 days 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  and  Distributor  shall at all  times  have the  right to
          contact  purchasers  of the products  within the  territory to correct
          issues, to assess the Customer's satisfaction with the product and the
          service  they are  receiving,  and repair  products  as may be needed.
          Dealer shall maintain and provide  contact  information for purchasers
          as requested by  Corporation  and in  accordance  with policies set by
          Corporation.

7.7       Distributor shall maintain  sufficient  Inventory of product and parts
          and/or  capacity  to  timely  fulfill  Dealer's  orders  which  it has
          received and confirmed and for which,  if applicable,  Dealer has paid
          any  requisite  deposit.  Subject to the terms and  conditions of this
          agreement,  Distributor  undertakes to accept, confirm and fulfill all
          product  related  orders placed by Dealer during any period during the
          Term  of  this  Agreement  commencing  on the  Effective  Date of this
          agreement.

7.8       Lead time for the shipment of Dealer Purchase Orders shall be 15 days.
          Upon receipt of a purchase order from Dealer, Distributor shall submit
          to Dealer a written  Sales Order as  acknowledgement  of each purchase
          order within two (2) business  days of the receipt.  Dealer shall sign
          and return  each sales  order to confirm  Dealer's  acceptance  of the
          terms of the sale and delivery schedule once agreed upon.

7.9       Unless stated  otherwise,  prices,  shipments and risk of loss for any
          product  purchased  by  Dealer  from  Distributor  are  Ex  Works  the
          Distributor's facilities. Subject to the conditions of Article 5, risk
          of loss passes to Dealer in accordance with the definition of Ex Works
          in Incoterms 2000.

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7.10      Dealers  and  Sales  Reps  must  comply  with   policies  set  by  the
          Distributor  in  conjunction  with the  Corporation  and must purchase
          product  through  the  Distributor   for   installations   within  the
          Territory.

7.11      Corporation  reserves the right to terminate an Independent  Sales Rep
          or demand that Dealer  terminate any Sales Rep whether  recruited by a
          Distributor,  Dealer or  Corporation  for violating the  Corporation's
          professional  standards or violating  the terms of their  agreement or
          that fails to meet agreed upon sales targets, if applicable.

7.12      Corporation  agrees not to  circumvent  Dealer or to sell  directly or
          indirectly to an existing or prospective customer of Dealer during the
          Term  of this  Agreement  and  for a  period  of one  year  after  the
          expiration of this Agreement  provided that such restriction shall not
          apply if this  agreement is terminated  for good cause such as, by way
          of example,  but not  limitation,  if Dealer  shall  undertake to sell
          competing  products to end-users or to violate the pricing or discount
          policies of Corporation and Distributor.

                          Article 8 - MINIMUM PURCHASES

8.1       The  minimum  purchases  to be made by Dealer  during each twelve (12)
          month period of the Term of this Agreement,  commencing with the first
          (1st) twelve (12) month period of the Term, are as follows:

          (a)  Accepted  orders for four  hundred  (400) units  during the first
               twelve months of the Term.

          (b)  Accepted  orders for six hundred  (600)  units  during the second
               twelve month period of the Term or Extended Term.

          (c)  Accepted  orders for eight  hundred  (800) units during the third
               twelve month period of the Term or Extended Term.

          (d)  Thereafter,  the minimum number of accepted orders shall increase
               by five (5) percent for each twelve  month  period of the Term or
               Extended Term.

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
          Dealer in  Territory  has not reached  the target as set forth  above,
          during each period.

8.3       Corporation's  Products  shall not  constitute  less than five percent
          (5%) of the total annual  sales of the Dealer  during each year of the
          Term beginning in the second year.

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                             Article 9 - EXCLUSIVITY

9.1       During the Term,  the Dealer  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
          competitive with the Products.

9.2       EXCEPTIONS TO LIMITATIONS ON DIRECT DEALING.  Notwithstanding anything
          to the contrary in this  agreement,  Corporation  may designate  house
          customers which shall be excluded from this agreement.  House Customer
          shall mean a subsidiary,  franchisee  or company  owned  facility of a
          multi-national  company that operates in at least eight countries or a
          national company with at least two hundred locations within the United
          States.  A House  Customer may also be a Federal  Government  account,
          including  any branch of the military even though a military base or a
          Federal  Government  facility may be located  within a given  Dealer's
          Exclusive Territory. Where the Corporation enters into an agreement to
          provide  Products to a  multi-national  company or  national  company,
          referred to as House Customers, Corporation or the Distributor, Dealer
          or Sales Rep that secured the House  Customer shall be allowed to sell
          to the company within any Territory.  In addition,  Corporation may at
          its option enter into an agreement  with a  Multi-national  company or
          National  Company with at least a half  billion in annual  revenues to
          Private Label the products  covered by this  agreement for sale in any
          Territory as an exclusion to this agreement  provided the products are
          promoted and sold under a different  name and  trademark.  Corporation
          shall maintain a list of House  Customers and Private Label  Companies
          and notify Dealer as changes occur. In addition to House Customers and
          Private Label companies, a list of pre-existing exclusions, if any, to
          this Agreement are listed in Exhibit E.

9.3       SHARED  TRANSACTIONS.  Dealer  agrees to only market and sell products
          within  Dealer's  Territory.  In the event  Dealer  services  national
          accounts or accounts that subsume or have  establishments  in multiple
          territories  (other  than House  Customers)  including  the  Exclusive
          Territories of other Dealers,  then Dealer shall not actively  solicit
          business  within any Exclusive  Territory of another  Dealer butin the
          event  Dealer sells  product that is to be installed in the  Exclusive
          Territory of another Dealer,  unless otherwise  mutually agreed by the
          parties  involved,  the fees or profit from any such transaction shall
          be split using the following formula:

          (a)  65.0% of the total profit or  commissions  shall be earned by the
               Dealer responsible for procuring the transaction.

          (b)  35.0% of the total Profit or  commissions  shall be earned by the
               Exclusive  Dealer for the territory in which the product is to be
               installed.

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          (c)  The Dealer that  initiates the  transaction  shall have the first
               right to complete the installation  for their customer  (provided
               they are or designate  Authorized Product Installer to do so). In
               the  event   initiating   Dealer   elects  not  to  complete  the
               installation,  the  Exclusive  Dealer  shall  have  the  right to
               complete or contract for the installation as provided under their
               Dealer Agreement. 100% of the installation fees shall be retained
               by the entity that is responsible  for the actual  installatio of
               the Product unless agreed otherwise between the parties involved.

          (d)  In the event two or more  Dealers  find that they are  bidding on
               the same project and one of the Dealers is the  Exclusive  Dealer
               for the  Territory in which the project is located,  the priority
               shall go to the Exclusive  Dealer in whose  territory the project
               is located and the non-exclusive Dealer shall withdraw its bid.

                              Article 10- WARRANTY

10.1      THE  CORPORATION  WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE
          FREE  FROM  DEFECTS  IN  MATERIAL  AND   WORKMANSHIP,   WHEN  PROPERLY
          MAINTAINED  UNDER  NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM
          THE DATE OF  PURCHASE  BY THE  DEALER OF THE  PRODUCT  (THE  AWARRANTY
          PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C"

10.2      PRODUCTS  WHICH DO NOT  CONFORM  TO  THEIR  DESCRIPTION  OR WHICH  ARE
          DEFECTIVE  IN  MATERIAL  OR  WORKMANSHIP  WILL,  BY THE  CORPORATION'S
          DECISION,  BE REPLACED OR REPAIRED,  OR, AT THE CORPORATION'S  OPTION,
          CREDIT FOR THE ORIGINAL  PURCHASE  PRICE MAY BE ALLOWED  PROVIDED THAT
          DEALER  NOTIFIES  THE  CORPORATION  IN WRITING OF SUCH  DEFECT  WITHIN
          THIRTY (30) DAYS OF  DISCOVERY  AND DEALER  RETURNS  SUCH  PRODUCTS IN
          ACCORDANCE  WITH THE  CORPORATION'S  INSTRUCTIONS.  NO PRODUCTS MAY BE
          RETURNED  BY  THE  DEALER  WITHOUT  THE  CORPORATION'S  PRIOR  WRITTEN
          AUTHORIZATION.

10.3      THIS WARRANTY  DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN  SUBJECTED
          TO  MISUSE,  ABUSE,  NEGLIGENCE  OR  ACCIDENT  BY THE  DEALER OR THIRD
          PARTIES.  THE WARRANTY FOR THE  CONTROLLER  SHALL BECOME VOIDED IF THE
          SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON.

10.4      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

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          PARTICULAR  USE.  FAILURE TO MAKE ANY CLAIM IN WRITING,  OR WITHIN THE
          THIRTY  (30)  DAY  PERIOD  SET  FORTH  ABOVE,   SHALL   CONSTITUTE  AN
          IRREVOCABLE  ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER
          THAT  THE  PRODUCTS  FULLY  COMPLY  WITH  ALL  TERMS,  CONDITIONS  AND
          SPECIFICATIONS  OF DEALER'S  PURCHASE ORDER. THE CORPORATION SHALL NOT
          BE LIABLE FOR DIRECT, 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,  DEALER MUST  NOTIFY THE  CORPORATION  IN
          WRITING WITHIN THE WARRANTY PERIOD.

10.5      THE FOREGOING  CONSTITUTES THE DEALER'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 One (1) year
          (the  "Initial  Term")  and  shall be  renewable  for up to three  (3)
          additional one year terms (the "Extended  Term")  provided that Dealer
          shall have achieved the minimum sales volume requirements as set forth
          herein,  or as otherwise  modified and agreed upon between the parties
          during each annual review of sales activities and provided that dealer
          is not otherwise in breach hereof and unless either party hereto gives
          to the other party written notice to terminate this Agreement no later
          than  ninety  (90) days prior to the end of the Initial or any Renewal
          Term.  The  Initial  Term and the  Renewal  Term are herein  sometimes
          separately or collectively referred to as the "Term".

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

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

          (b)  The Dealer  fails to comply  with the  provisions  of section 6.5
               and/or 6.6 above.

          (c)  The Dealer fails to comply with the applicable federal, State and
               local laws and regulations, pursuant to section 6.9 above;

          (d)  The Dealer fails to achieve the minimum purchase requirements set
               forth in Article 8 hereof;

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          (e)  The  Dealer  fails to  comply  with the price  and  payment  term
               provisions set forth in Article 4 hereof;

          (f)  The Dealer sells product outside of Dealer's  Territory more than
               two times; or,

          (g)  The Dealer fails to meet the reasonable advertising requirements,
               set forth in 6.1(d) above.

11.3      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,  reorganization,  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;

          (b)  A change in control of either party 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)  Either party  attempts to assign this  Agreement or any rights or
               obligations  hereunder  without the prior written  consent of the
               other party; or

          (d)  Either 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.

11.4      PROCEDURE UPON  TERMINATION.  Upon termination of this Agreement,  the
          Corporation  is  entitled  to  restrict  or  cease  deliveries  of the
          Products  to  the  Dealer,  including  deliveries  on  orders  already
          received  at  the  time  of  the  notice  of  termination.  Also  upon
          termination  of this  Agreement,  the Dealer  shall  cease to have any
          rights,  liabilities or obligations  hereunder,  with the exception of
          the Dealer's obligations under Article 10, Article 13, and Article 14,
          which  obligations  shall  survive  termination.  Notwithstanding  the

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          foregoing,  except  in the  event of  termination  by the  Corporation
          pursuant to Section 11.3(a) above, the Corporation is required to make
          the  Products  available  to the  Dealer in such  quantities  so as to
          enable the Dealer to maintain the  Dealer's  own delivery  commitments
          existing  before the effective date of  termination,  subject to proof
          being  given  by the  Dealer  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.

11.5      EFFECT  OF  TERMINATION.   Upon  termination  or  expiration  of  this
          Agreement,  all of the Dealer's rights with respect to the Trade-marks
          shall  immediately  cease,  provided,  however,  that the  Dealer  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.

                            Article 12 - DEALER FEE

12.1      Inconsideration  for being  appointed  as a Dealer for the  Territory,
          Dealer  shall  pay to  Corporation  a  Dealer  Fee in  the  amount  of
          $1,500.00, to be offset by services provided until paid in full.

                          Article 13 - CONFIDENTIALITY

13.1      CONFIDENTIAL INFORMATION.  During the Term hereof and thereafter,  the
          Dealer  agrees to keep secret all  Confidential  Information  and will
          take all steps and institute any internal secrecy procedures which may
          be necessary to maintain the secrecy of the  Confidential  Information
          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,  Dealer shall
          immediately cease to use the Confidential Information and shall return
          to the  Corporation  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 the Dealer or otherwise acquired by
          the Dealer in connection with its performance of its obligations under
          this  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 Corporation,  its subsidiaries or Affiliates,
          except  for  such  knowledge  or  information  which:  (i) is or later
          becomes publicly known under circumstances involving no breach of this
          Agreement by the Dealer;  (ii) was already  known to the Dealer at the
          time it received the information or knowledge; (iii) is made available
          to the Dealer by a third party without secrecy  obligation and without
          breach of its  obligations to the  Corporation;  or (iv) the Dealer is
          required by law to divulge.

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                             Article 14 - TRADEMARKS

14.1      During the Term of this Agreement,  the Dealer 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 Dealer obtain the Corporation's prior written consent
          to use  the  Trademarks  in  catalogues,  promotional  materials,  and
          advertising materials.

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

          (a)  The Dealer shall not use the  Trademarks in any manner other than
               as set forth in Section  14.1  above  without  the prior  written
               approval of the Corporation.

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

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

          (d)  The Dealer  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.

          (e)  The Dealer 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 Dealer 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.

14.3      The Dealer 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 Dealer any
          right,  title or interest  therein,  except the right to use it as set
          forth in this  Article 14. The Dealer  agrees that it will not contest
          the Corporation's (or the Corporation's  Licensors')  ownership of the
          Trademarks, either during or after the Term.

14.4      The Dealer 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.

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14.5      The Dealer 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.

14.6      If the Dealer 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.

14.7      The  Corporation  represents and warrants to the Dealer 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  Dealer  the  rights
          granted hereby.

                          Article 15 - INDEMNIFICATION

15.1      Dealer 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 Dealer's
          obligations under this Agreement, except to the extent attributable to
          the  negligence  or  willful   misconduct  of  the  Corporation,   its
          employees, officers, directors, agents, and representatives.

15.2      The Corporation shall indemnify, defend, and hold harmless Dealer, 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  obligations under this Agreement,  except to the extent
          attributable  to the negligence or willful  misconduct of Dealer,  its
          employees, officers, directors, agents, and representatives.

15.3      Notwithstanding  anything contained herein, the Corporation or Dealer,
          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.

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15.4      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.

                             Article 16 - INSURANCE

16.1      Corporation  and Dealer  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 17 - FORCE MAJEURE

17.1      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,  failure to
          deliver on the part of its suppliers,  judgment or decree, act of God,
          earthquake,  epidemic,  explosion,  lockout,  boycott,  strike,  labor
          unrest, riot, war, or similar catastrophic occurrence.

17.2      In the event of any such delay or failure,  the  affected  party shall
          send  written  notice by fax 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.

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

                         Article 18 - GENERAL PROVISIONS

18.1      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.

18.2      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,  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 18.2.

18.3      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.

18.4      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.

18.5      COVENANT NOT TO COMPETE.  As a material  inducement to the Corporation
          to enter into this  Agreement,  Dealer  agrees that  Dealer  shall not
          engage  in  any  business  activity  with  any  of  the  Corporation's
          suppliers (the identity thereof constituting  proprietary  information
          and  trade  secrets  of the  Corporation)  during  the  Term  of  this

                                       19
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Ciralight Global, Inc.
Non-Exclusive Dealer Agreement


          agreement  and for a period of three  years after the  termination  of
          this agreement unless otherwise agreed in writing by Corporation.

18.6      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 Dealer hereto.

18.7      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.

18.8      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
          Commerical  Arbitration  Rules then obtaining  (the "AAA 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 AAA 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 Los Angeles, 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.

          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.

                                       20
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Ciralight Global, Inc.
Non-Exclusive Dealer Agreement


          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.

18.9      LETTER OF APPOINTMENT.  A Letter of Appointment,  in the form attached
          hereto as Exhibit  "D" shall be  furnished  by  Corporation  to Dealer
          concurrently  with the  signature of this  Agreement.  Dealer shall be
          entitled, at its sole discretion, to show such letter to any person in
          order to evidence Dealer'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 Dealer.

18.10     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.

18.11     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.

18.12     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.

                                       21
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Ciralight Global, Inc.
Non-Exclusive Dealer Agreement


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


                                  CIRALIGHT GLOBAL, INC.



                                  Per: /s/ Jeffrey S. Brain
                                       ----------------------------------------
                                  Name:  Jeffrey S. Brain
                                  Title: President/CEO



                                 J-MACS CONSULTING, LLC



                                  Per: /s/ Mark Stroughair
                                       ----------------------------------------
                                  Name:  Mark Stroughair
                                  Title: Owner/GM

                                       22
<PAGE>
                                   EXHIBIT "A"

                             PRODUCTS AND TRADEMARKS

PRODUCTS:

SuntrackerOne  Smart Skylight & related components

SuntrackerTwo Smart Skylight & related components

TRADEMARKS AND SLOGANS

Ciralight

Ciralight Global

Leading the Daylighting Revolution

Daylight on, lights off

Smart Skylights

Intelligent Skylights

SuntrackerOne

SuntrackerTwo

<PAGE>
                                   EXHIBIT "B"

                                   PRICE LIST

                                   (Attached)


<PAGE>
                                   EXHIBIT "C"

                                PRODUCT WARRANTY

                                   (Attached)


<PAGE>
                                   EXHIBIT "D"

                              LETTER OF APPOINTMENT

                                   (Attached)


<PAGE>
                                   EXHIBIT "E"

                                   EXCLUSIONS

Ikea

Firestone Building Products

Staples

Globalight Energy Solutions, LLC

Petsmart

Fresh & Easy