Web4
      Confidential

     

    WEB4
      DISTRIBUTOR AGREEMENT

    


    
      	
              Distributor:

              Research
                Engineers Ltd.

            	
              ID
                Number:

              RAOO-006-0605

            


    

    
 

    This
      document, including all attached Exhibits (“Agreement”) sets forth the terms and
      conditions between Web4 (“WEB4”) and software Distributor Research Engineers
      Ltd. (“Distributor”) under WEB4’s Distributor Program. Terms and conditions
      concerning Products offered, discounts, pricing, and other related items are
      delineated for each WEB4 Product in the attached Exhibits.

    


    1. Appointment.
      Upon
      written acceptance of the appointment, Distributor agrees to the terms and
      conditions of this Agreement. Distributor is authorized to resell WEB4 products
      (“Products”) as described in the attached Exhibits. Distributor’s appointment
      shall be on an exclusive basis within the Territory (as defined in Section
      2
      below).

    


    2. Scope
      of Agreement.
      This
      Agreement permits Distributor to resell WEB4’s licensed Products identified in
      the attached Exhibit B. Distributor's area of responsibility is the Territory
      defined in the attached Exhibit
      A.
      Distributor shall sell to customers who purchase Products for their own internal
      use (“End-Users”).

    


    3.
       Obligations.
      Distributor agrees to: (a) maintain an adequate staff of trained sales and
      technical personnel to effectively market all Products and ensure customer
      satisfaction; (b) conduct sales training for Distributor's personnel to increase
      knowledge of all Products and cooperate with WEB4 in any Product education
      programs which may be established; (c) not resell to End-Users Products
      purchased specifically for demonstration purposes; (d) conduct its business
      affairs with WEB4 and with customers and potential customers of the Products
      in
      accordance with the highest ethical standards;, (e) use all reasonable efforts
      to ensure that the End-User receives a Warranty Statement, a Warranty
      Registration Card, License Agreement, User's Guide or any appropriate
      accompanying material with the Products; and (f) provide End-User training,
      first level technical support, quality and assurance. Distributor shall not
      act
      or perform, or permit any of its employees, agents, or other representatives
      to
      act or perform in any manner which could disparage or otherwise reflect
      negatively on the reputation of WEB4 or the Products.

    


    4. Term
      of Agreement.
      This
      Agreement is effective on the date last executed below by the parties and shall
      terminate one (1) year thereafter unless terminated sooner pursuant to the
      provisions of this Agreement. Thereafter, this Agreement will automatically
      be
      renewed for subsequent one (1) year term(s) unless either party elects to
      terminate the Agreement upon 60 days prior written notice prior to expiration
      of
      the then-current term. 

    


    5. Prices
      and Payment Terms.
      The list
      prices for Products available under this Agreement are specified in the
      price-list of WEB4 and set forth on Exhibit
      B
      hereto.
      Distributor’s discounts are mentioned in Exhibit B of this Agreement.
      Distributor shall purchase Products at WEB4’s Distributor prices and terms which
      are in effect at the time the order is received from Distributor. WEB4 will
      not
      announce to the public a price change for thirty (30) days after announcement
      to
      Distributor. The quoted pricing for the Distributor remains in effect for the
      period this Agreement is in effect and WEB4 shall not increase the price of
      the
      Products mentioned in this Agreement within the term of this Agreement;
provided,
      however,
      that,
      upon at least 90 days prior written notice prior to the expiration of the
      then-current term, WEB4 shall have the right to increase the price of the
      Products mentioned in this Agreement effective for the subsequent term, if
      any.
      The annual maintenance fee on the licenses will be free for the first year
      following the date of purchase and thereafter shall be purchased separately.
      Pricing discounts for annual maintenance is listed in Exhibit
      B.
      Any
      discounts to be applied to the software and services sold by the Distributor
      are
      listed in Exhibit
      B
      of this
      Agreement. 

     

    6. Marketing
      Programs.
      During
      the term of this Agreement, Distributor shall implement certain special
      marketing programs to market WEB4’s Products. The marketing programs shall
      include, but are not limited to, the creation of brochures, marketing materials
      and promotions. WEB4 shall also implement marketing programs and promotions
      of
      the Products at its own cost and shall provide Distributor with assistance
      in
      terms of content, message and position for Distributor’s marketing efforts.


    


    7. Purchase
      Orders.
      Distributor’s purchase orders (“Orders”) may be placed by means of telephone,
      fax, mail or e-mail. All shipping and handling to end-users, all taxes and
      all
      additional costs associated thereto shall be assumed and provided for by
      Distributor. A written Order shall be required by WEB4 prior to shipment. The
      Orders must provide the following information: (a) Distributor's identification
      number which has been assigned by WEB4; (b) identification of the Products
      by
      quantity, part number, and description; (c) whether installation or service
      is
      required; (d) the Product prices and installation or service rates, if
      applicable; and (e) all customer contact information. ONLY THE TERMS AND
      CONDITIONS OF THIS AGREEMENT SHALL APPLY REGARDLESS OF THE TERMS AND CONDITIONS
      CONTAINED IN ANY ORDER.

    


    No
      Order
      shall be effective unless and until it is accepted by WEB4. Acceptance shall
      be
      indicated by assignment of a shipment date or execution of shipment if the
      Order
      is placed by telephone, fax, or mail. WEB4 reserves the right to decline any
      Order that may be in violation of Federal export laws in effect at the time
      of
      Order. Orders that are received during the term of this Agreement may be
      delivered outside the term of this Agreement. 

    


    
      
        
        

      

      
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    WEB4
      may
      refuse to accept any Order, cancel any accepted Order, or delay shipment of
      any
      Products or suspend service if Distributor becomes delinquent in payment for
      more than thirty (30) days or fails to meet any credit, financial, or other
      material obligation under this Agreement. Refusal to accept an Order,
      cancellation of an Order or delay of shipment of a Product for the foregoing
      reasons shall not be construed as a termination or breach of this Agreement
      by
      WEB4 and shall in no event cause any liability to WEB4.

    


    8. Purchase
      Order Changes.
      Distributor may change any Order by providing written notice to WEB4 prior
      to
      shipment; however, Distributor understands that any change in Product
      configuration or part number may result in rescheduling of shipment in
      accordance with WEB4’s then current manufacturing lead time. 

    


    Distributor
      may request acceleration of any schedule date. Such request may be granted
      depending upon availability of the Product.

    


    9. Product
      Revisions.
      WEB4
      reserves the right to modify, add, or eliminate Products which are available
      under this Agreement at any time with at least sixty (60) days’ prior written
      notice to Distributor. Distributor shall have no claim against WEB4 for failure
      to furnish Products previously supplied. 

    


    10. Delivery.
      Title to
      software Products and documentation remain with WEB4. The delivery is to be
      via
      electronic means and electronic media shall be provided to the Distributor.
      If
      any conditions arise which prevent compliance with delivery schedules, WEB4
      shall not be liable for any reasonable associated delay in delivery. WEB4 shall
      use all reasonable efforts to notify Distributor of any anticipated delay in
      delivery.

    


    11. Payment.
      Distributor shall report all current sales activities as and when they occur.
      Distributor agrees to issue WEB4 an Order for all sales of the Products based
      upon the list Products’ prices set forth in Exhibit
      B
      so that
      all gross revenues are booked through WEB4. Distributor agrees to send detailed
      Orders to WEB4, itemizing the Product, list price, quantity, discount with
      the
      total reflecting the “net amount due after discounts”. Distributor shall remit
      the “net amount due” to WEB4.

    


    12. Software
      and Documentation.
      Distributor agrees to: (a) ensure that each customer receives WEB4 license
      terms
      and conditions; (b) refrain from copying any portion of the software Products
      or
      related documentation; (c) refrain from loaning, renting, or otherwise
      transferring any use or possession of any software Product or related
      documentation to any third party; (d) use commercially reasonable efforts to
      protect WEB4’s copyrights, trademarks, trade secrets and other proprietary data;
      and (e) promptly report to WEB4 any infringements or misuse of WEB4 information
      or property of which Distributor becomes aware.

    


    13. Warranties.
      WEB4
      hereby warrants that: (a) it is the owner of the Products and/or has the right
      to enter into this Agreement; (b) the media on which WEB4 delivers the Products
      is free of defects in material and workmanship, and will remain so with
      reasonable use and care for a period of thirty (30) days after shipment; and
      (c)
      that the Products shall substantially conform to their users manuals for a
      period of a year. WEB4’s sole obligation under this warranty period shall be
      limited to using its best efforts to correct such defects and supply a corrected
      version of the Products as soon as practical after the customer has notified
      WEB4 of such defects. WEB4 does not warrant that: (i) use of the Products shall
      be error-free or uninterrupted; or (ii) functions contained in the Products
      shall operate in conjunction with other software use by End-User.

    


    The
      warranties set forth in this Section are expressly subject to the limitations
      set forth in Section 14 of this Agreement.

    


    14. Limitation
      of Liability.
      THE
      FOREGOING EXPRESS WRITTEN MANUFACTURER'S WARRANTIES AND REMEDIES ARE EXCLUSIVE
      AND ARE IN LIEU OF ANY OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED, OR
      STATUTORY, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR
      A
      PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
      OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES,
      INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, AND/OR INTERFERENCE WITH
      BUSINESS RELATIONSHIPS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      WEB4
      SHALL NOT BE LIABLE BECAUSE THE PRODUCTS OR ANY DEFECT THEREIN CAUSED ANY DAMAGE
      TO OR FAILURE OF OTHER EQUIPMENT WITH WHICH THE PRODUCTS ARE USED. THE FOREGOING
      LIMITATION OF LIABILITY SHALL NOT APPLY TO THE EXTENT THAT IT IS ILLEGAL OR
      UNENFORCEABLE UNDER APPLICABLE LAW.

    


    15. Installation,
      Service and Training.
      WEB4
      shall provide installation, consulting, and training service on a subcontract
      basis in accordance with the attached Exhibits. WEB4 shall provide basic
      training and support to Distributor at no additional cost. Basic training to
      the
      Distributor includes one day of training per year. The technical support shall
      be in accordance with the maintenance agreement and shall only be provided
      if
      the annual maintenance has been purchased. WEB4 shall provide basic technical
      support for the features that are already available in the Products listed
      in
      the Exhibit
      B
      to
      include bug fixes and only the planned upgrades. Any special consulting,
      training or seminar expense and fees shall be paid by the
      Distributor.

    


    16. Sales
      Support.
      WEB4
      will put the reasonable effort to satisfy the Distributor with the bug fixes
      and
      issue resolution. If the customer returns the Product within a “cooling off”
period of 30 days, Distributor will receive a full refund from WEB4 for the
      return of the Product.

    


    17. Evaluation
      Copy.
      WEB4
      shall provide maximum of 10 evaluation licenses (to be renewed every six months)
      to the Distributor for sales demonstrations.

    


    18. Taxes.
      WEB4
      shall be responsible for any applicable taxes levied by any United States
      jurisdiction on the payments made by customers to WEB4 hereunder. Distributor
      shall be responsible for any applicable taxes levied by Distributor’s country on
      any applicable payments made by WEB4 to Distributor hereunder. Additionally,
      Distributor shall be solely responsible for any federal, state and local taxes
      or duties levied upon Distributor by any state and/or country where the Products
      are re-sold by Distributor.

    


    19. Export.
      Distributor
      may only distribute WEB4’s software Products for use outside the Territory with
      prior written consent from WEB4 where (a) export or re-export, directly or
      indirectly, is not restricted by United States law or regulations, and (b)
      the
      software Products are protected by the copyright law.  

    


    
      
        
        

      

      
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    20. Indemnification.
      Subject
      to the provisions of Section 14 of this Agreement, if any third party claims
      that a Product infringes its rights, WEB4 shall indemnify and hold Distributor,
      its officers, directors, stockholders, employees, representatives, agents,
      affiliates, successors and assigns (each a “Distributor Indemnified Party”)
      harmless from any claims, actions, causes of action, costs, deficiencies, taxes,
      penalties, fines, liabilities, damages or other losses or expenses, judgments
      or
      settlements, including costs and reasonable attorneys' fees (collectively,
      “Losses”), resulting from the claim, provided that such Distributor Indemnified
      Party promptly notifies WEB4 in writing of the claim and permits WEB4 to take
      over the defense (provided that WEB4 agrees in writing to be responsible for
      all
      Losses relating to such defense). WEB4 shall have the right to defend,
      compromise, or settle the claim at its sole expense, and Distributor agrees
      to
      provide all available information, assistance, and authority to enable WEB4
      to
      do so, provided WEB4 reimburses Distributor for such activity. Distributor
      shall
      have no authority to settle any claim on behalf of WEB4. WEB4 may also at its
      expense: (a) substitute a comparable non-infringing Product; (b) modify the
      Product to make it non-infringing; (c) obtain a right for continued use or
      resale of the Product; or (d) if the above are impractical, and continued use
      or
      resale of the Product is enjoined, buy back from Distributor all such Products
      remaining in Distributor’s possession inventory at the original purchase price.
      If such Products have been used, WEB4 shall buy back all such Products at the
      original purchase price less depreciation. This indemnification does not apply
      to claims resulting from modifications to the Products or claims resulting
      from
      integration of the Products with other third party products.

    


    Distributor
      indemnifies and shall hold WEB4, its officers, directors, stockholders,
      employees, representatives, agents, affiliates, successors and assigns, harmless
      against any Losses caused in whole or in part by Distributor's active, passive,
      or willful negligence or other acts.

    


    WEB4
      indemnifies and shall hold the Distributor Indemnified Parties harmless against
      any Losses caused in whole or in part by WEB4's active, passive, or willful
      negligence or other acts.

    


    21. Maximum
      Liability.
      Except
      for the Indemnification provisions of Section 20, WEB4’s maximum liability for
      damages shall be limited to the license fees paid by Distributor under this
      Agreement for the particular WEB4 Product which caused the damages.

    


    22. Assignment.
      WEB4 may
      assign its rights under this Agreement. Distributor shall be given written
      notification of any such assignment. Distributor may not assign any rights
      under
      this Agreement without WEB4’s prior written consent, which consent shall not be
      unreasonably withheld.

    


    23. Enforcement
      of Provisions.
      The
      failure of either party to enforce, at any time, any of the provisions hereof,
      shall not be construed to be a waiver of the right of such party thereafter
      to
      enforce any such provision.

    


    24. Relationship
      of the Parties.
      Distributor is an independent contractor and has no power, right or authority
      to
      bind WEB4 or to assume or to create any obligation or responsibility, express
      or
      implied, on behalf of WEB4. Nothing stated in this Agreement shall be construed
      as creating a partnership relationship between Distributor and WEB4, or as
      creating the relationships of employer and employee, or creating a fiduciary
      relationship between the parties, or principal and agent between the parties
      hereto. The parties agree that this is a product supply and software license
      agreement only, and not a franchise or other agreement.

    


    25. Termination.
      This
      Agreement may be terminated with or without cause by either party upon ninety
      (90) days prior written notice to the other party. In
      the
      event Distributor terminates the Agreement, payment for all outstanding sums
      is
      immediately due and payable by Distributor to WEB4 upon termination.


    


    WEB4
      shall not be liable in any manner on account of the termination of this
      Agreement, except that Product warranty shall survive termination. Except as
      otherwise provided, WEB4 may terminate this Agreement without liability in
      the
      event that Distributor is in default of any material obligation, duty, or
      responsibility under this Agreement and such default continues unresolved for
      a
      period of ten (10) days after written notice or recurs following written notice
      and cure.

    


    This
      Agreement shall automatically terminate without notice in the event that any
      of
      the following occur: (a) a receiver is appointed for Distributor or its
      property; (b) Distributor becomes insolvent or unable to pay its debts or makes
      an assignment for the benefit of its creditors; (c) proceedings are commenced
      by
      or for and/or against Distributor under any bankruptcy, insolvency or debtors
      relief law and such proceeding continues undismissed or unstayed for 120 days;
      or (d) Distributor is liquidated or dissolved.

    


    Each
      party hereto agrees to notify the other promptly following any change in control
      of such party including details on the nature of the change. Upon termination
      of
      this Agreement, Distributor shall cease to use any WEB4 trademark, trade names
      and marks.

    


    26. Force
      Majeure.
      Neither
      party shall be liable to the other for delays in performing any obligations
      under this Agreement except the obligation to make payment, due to circumstances
      beyond its reasonable control, including but not limited to, revolutions,
      insurrections, riots, wars, acts of enemies, national emergency, strikes,
      floods, embargo, inability to secure materials or transportation and acts of
      God
      or governmental authorities.

    


    27.
      Notices.
      All
      notices, which either party may be required or desire to give the other party
      shall be given by registered carrier, second-day delivery to the other party
      at
      its respective address or by facsimile with confirmation of transmission and
      receipt. Notices shall be deemed to be received on the second business day
      following the date of mailing or on the date of the facsimile transmission,
      provided that the notice is received prior to 5:00 P.M Pacific Standard
      Time.

    


    28. Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      India, exclusive of choice of law statutes. Both parties agree to submit
      exclusively to the personal jurisdiction of the applicable courts located in
      Kolkata, India. WEB4 and Distributor exclude the United Nations Convention
      on
      Contracts for the International Sale of Goods from this Agreement and any
      transaction between them that may be implemented in connection with this
      Agreement.

    


    29. Judicial
      Interpretation.
      Any
      provisions in this Agreement which are found to be prohibited by law shall
      be
      ineffective to the extent of such prohibition without invalidating the remaining
      provisions.

    


    30. Compliance
      with Laws and Regulations.
      Both
      parties shall comply with all applicable federal, state, and local laws, rules,
      regulations, and executive orders. Distributor shall be responsible for
      obtaining all permits, licenses, or certificates required by any regulatory
      body
      for resale or use of the Products.

    


    31. Attorney's
      Fees.
      The
      prevailing party of any action arising between the two parties in connection
      with this Agreement shall be entitled to reasonable attorney's fees and all
      costs of proceedings incurred in enforcing this Agreement in addition to any
      other amount of recovery ordered by the court.

    


    
      
        
        

      

      
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    32. Proprietary
      Information.
      WEB4
      considers this entire Agreement, along with its Exhibits describing the
      discounts and other terms, to be WEB4 proprietary. Distributor agrees not to
      disclose this Agreement and all other related information to any other third
      party, except to government agencies requiring such information.

    


    33. Modifications.
      Except,
      as otherwise provided, all modifications of this Agreement must be in writing
      and signed by an authorized representative of each party.

    


    34. Complete
      Agreement.
      This
      document and the Exhibits listed below and attached to this Agreement contain
      the complete and exclusive agreement between the parties, and supersede all
      other prior or contemporaneous written or oral communications between the
      parties relating to the subject matter hereof.

    

      
        	
                WEB4

              	 	
                DISTRIBUTOR:
                  

              
	
                Address:

              	 	
                Address:

              
	
                22700
                  Savi Ranch Pkwy.

              	 	 
	 	 	 
	
                Yorba
                  Linda, CA 92887

              	 	 
	
                Telephone:
                  (714) 974-2500

              	 	
                Telephone:
                  

              
	
                Facsimile:
                  (714) 974-4771

              	 	
                Facsimile:
                  

              
	
                 

                /s/

              	 	
                 

                /s/

              
	
                Signature
                  

              	Date	 	
                Signature
                  

              	Date
	
                 

                 

              	 	 
	
                Name
                  of Signer (Type or Print)

              	 	
                Name
                  of Signer (Type or Print)

              
	
                 

                 

              	 	 
	
                Title
                  of Signer (Type or Print)

              	 	
                Title
                  of Signer (Type or
                  Print)

              


      

    

     

    
 


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A

    


    


    TERRITORY:
      Distributor’s territory for Web4 is for the countries of India, Malaysia,
      Bangladesh, Nepal, Thailand, Myanmar, Philipines, Vietnam and Indonesia.
      Distributor may not participate in Web4’s Distributor Program in any territory
      other than the foregoing without the prior written consent of Web4.

    


    


    


    


    


    
 

    


    
      	
              WEB4:

            	 	
              DISTRIBUTOR:

            
	 	 	 
	 	 	 
	
              Initials
                of Authorized Person

            	 	
              Initials
                of Authorized Person

            
	 	 	 
	
              Date

            	 	
              Date

            


    

    



    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    


    WEB4
      Products, Discounts and Other Terms

    


    


    1.
      PRODUCTS.
      Distributor shall have the following WEB4 products available for resale.
      Distributor may request other WEB4 products be added to this list as they become
      available. Please refer to the updated Product Price List for an up-to-date
      listing of all WEB4 products and services.

    


    Product
      Name: eReview   
   Platform(s):
      All supported in the product

    


    2.
      DISTRIBUTOR’S
      DISCOUNT:

    


    Distributor
      shall receive a discount on a mutually agreed upon price structure for the
      Territory.

    


    


    3.
      TECHNICAL
      AND SALES SUPPORT

     

    (a)
      Representatives: The Technical Support Representative will be available to
      address Products covered by this Agreement during the hours and time zone
      indicated in the section 4 of this Exhibit B. The Marketing/Sales Representative
      is the Distributor’s contact for marketing and sales activities and the Order
      Processing Representative is the Distributor contact for information pertaining
      to any orders placed.

    


    (b)
      Product Problem Fixes: Distributor agrees to provide WEB4 written notice of
      all
      problems found in WEB4 Products listed in this Exhibit and submitting it to
      the
      representative listed in this Exhibit. WEB4 agrees to use reasonable efforts
      to
      resolve problems in WEB4 Products taking into consideration the seriousness
      of
      the problem and the impact upon the End User. The “Software
      License, Maintenance and Service Agreement”
shall
      govern the maintenance activities between the Distributor, customer and
      WEB4.

    


    (c)
      Enhancement Requests: For all Enhancement Requests by Distributor, WEB4 shall
      either provide Distributor with an estimated schedule for the addition of the
      Enhancement Request to the Product at no charge or advise Distributor if such
      Enhancement Request represents a special development effort and Distributor
      may
      request such Enhancement Request at a mutually agreed upon cost and schedule.
      Such Enhancement Request will be made to the Sales/Marketing Representative
      in
      this Exhibit.


    
      
        
        

      

      
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    4. Authorized
      Representatives for WEB4 and Distributor. 

    


    WEB4’s
      representatives will be:

    


    
      	 	
              Name

            	
              Phone

            	
              Fax

            	
              E-Mail

            
	
              For
                Technical Support

            	
              Aman
                Bhullar

            	
              (714)
                685-6464

            	
              (714)
                974-4771

            	 
	
              Support
                Hours: 8:00am PST - 5:00pm PST

            
	
              Time
                Zone: Pacific Standard Time (PST)

            
	
              Marketing/Sales

            	
              Aman
                Bhullar

            	
              (714)
                685-6464

            	
              (714)
                974-4771

            	 
	
              For
                Order Processing

            	
              Aman
                Bhullar

            	
              (714)
                685-6464

            	
              (714)
                974-4771

            	 
	
              Distributor
                representatives will be:

            
	
              For
                Technical Support

            	 	 	 	 
	
              Marketing/Sales

            	 	 	 	 
	
              For
                Administration and Payables

            	 	 	 	 


    

    


    5.
      Distributor Number. Distributor’s reference Number is RAOO-006-0605.
      Distributor must refer to this reference Number in all correspondence as well
      as
      while placing orders with WEB4.

    


    


    
      	
              WEB4:

            	 	
              DISTRIBUTOR:

            
	 	 	 
	
              Initials
                of Authorized Person

            	 	
              Initials
                of Authorized Person

            
	 	 	 
	
              Date

            	 	
              Date

            


    

    


    
 

    
      
        
        

      

      
        -7-