VALUE-ADDED
      RESELLER AGREEMENT

     

    THIS
      AGREEMENT
      is made
      and entered into as of Dec 10, 2007 (herein called the “Effective Date”) by and
      between Splinternet Holdings, Inc. a Delaware corporation with its principal
      place of business located at 535 Connecticut Ave. Norwalk, CT 06854 (“RESELLER”)
      and VIDIATION, LLC, a limited liability company organized and existing under
      the
      laws of the State of Nevada, and having a principal place of business located
      at
      108 South Wynstone Park Drive, Suite #117, N. Barrington, Illinois 60010, its
      heirs and assigns (“VIDIATION”).

     

    WHEREAS,
      VIDIATION has developed technology related to analyzing streams of surveillance
      video and/or utilizing surveillance video equipment in conjunction with
      proprietary software or other technology to detect radiation and/or other
      hazardous or dangerous conditions (the “Technology”); 

     

    WHEREAS,
      RESELLER distributes certain products and/or services and wishes to incorporate,
      embed or make use of VIDIATION’s technology in conjunction with such products or
      services; and 

     

    WHEREAS,
      VIDIATION seeks channel or alliance partners to resell and distribute its
      Technology and RESELLER wishes to serve as a channel or alliance partner of
      VIDIATION. 

     

    For
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      expressly acknowledged, IT IS HEREBY AGREED as follows:

     

    ARTICLE
      1.  DEFINITIONS

     

    1.1 “Party”
      or “Parties”
      shall,
      as the content indicates in this Agreement, mean VIDIATION and RESELLER and
      their respective successors and/or assigns.

     

    1.2 “Affiliate”
      shall
      mean, with respect to a Party, any Person now or in the future directly or
      indirectly controlling, controlled by, or under common control with such
      Party.

     

    1.3 “Person”
      shall
      mean any individual, corporation, partnership, firm, joint venture, association,
      joint-stock company, trust, unincorporated organization, government body or
      agency or other entity not actually a Party to this Agreement.

     

    1.4 “The
      Products”
      shall
      mean systems (including software), apparatuses or devices developed,
      manufactured, acquired, marketed or sold by VIDIATION, which systems,
      apparatuses or devices are listed in Appendix A hereto or as amended from time
      to time.

     

    1.5 “Application”
      means a
      value-added application, surveillance solution, computer program, system,
      equipment or product which is developed or assembled and distributed by RESELLER
      and which embeds, integrates, makes use of or incorporates one or more VIDIATION
      Products.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.6 “Basic
      Maintenance”
      means
      VIDIATION’s maintenance program which offers new releases (other than those
      designated as new products by VIDIATION) for existing Products during a twelve
      month period for an annual fee payable in advance. VIDIATION reserves the right,
      in its sole discretion, to change the form and content of its maintenance
      program from time to time and will provide RESELLER with a thirty (30) day
      advance notice of any such change(s).

     

    1.7 “End
      User”
      means
      any third party individual, business or governmental customer of RESELLER which
      acquires one or more Applications for personal or internal business use, and
      not
      to transfer to others.

     

    1.8 “Level
      1 Support”
      means
      VIDIATION’s support program that provides telephone support during VIDIATION’s
      normal business hours, and Basic Maintenance for existing Products during a
      twelve month period for an annual fee payable in advance. VIDIATION reserves
      the
      right, in its sole discretion, to change the form and content of its maintenance
      program from time to time upon notice and will provide RESELLER with a thirty
      (30) day advance notice of any such change(s).

     

    1.9 “Level
      2 Support”
      means
      VIDIATION’s support program that provides twenty-four hours per day and seven
      days per week telephone support, and Basic Maintenance for existing Products
      during a twelve month period for an annual fee payable in advance. VIDIATION
      reserves the right, in its sole discretion, to change the form and content
      of
      its maintenance program from time to time upon notice and will provide RESELLER
      with a thirty (30) day advance notice of any such change(s).

     

    1.10 “Level
      3 Support”
      means
      assistance or troubleshooting in cases which are deemed too difficult or
      involved to be handled by Level 2 Support and include cases involving the
      reproduction of high severity/difficulty issues, those of which require
      verification of problem reproduction developed by Level 2 Support staff, and
      those which involve undocumented features or functionality. 

     

    1.11 “Consulting
      Services”
      are any
      services provided by VIDIATION that are not covered by any standard annual
      license fees paid by RESELLER and which are available for VIDIATION at its
      customary time and materials rates, plus any related travel or business
      expenses. 

     

    1.12 “Software
      Copy or Copies”
      means
      any VIDIATION software (in object code form only) utilized in any Product
      identified in Appendix A hereto and licensed hereunder in accordance with this
      Agreement and for the fees specified in Appendix B which VIDIATION allows
      RESELLER to imbed, integrate or utilize as part of its product or service
      offerings (i.e., Applications) to End Users.

     

    1.13 “User
      Documentation”
      means
      the then-current VIDIATION user manual(s) and other written materials on the
      proper installation and use of the Products, and which are normally distributed
      with the Products.

     

    1.14 “Confidential
      Information”
      or “Confidential
      Materials”
      means
      any information or materials, and any intellectual and/or proprietary rights
      therein, including, without limitation, any technical, business, financial
      or
      customer information, drawings, specifications, designs, records or other
      information disclosed by any Party to the other that is identified or treated
      as
      confidential by the disclosing Party. “Confidential Information” does not
      include information already in the public domain, or in the rightful possession
      of the other Party prior to the execution of this Agreement, or which enters
      the
      public domain other than by unauthorized acts of any person, or which is
      independently developed by either Party without the use of the Confidential
      Information or in violation of the terms of this Agreement or any other
      contractual or other obligation of confidentiality.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    1.15 “Export
      Laws”
      means
      all export laws, administrative regulations and executive orders of any
      applicable jurisdiction relating to the control of imports and exports of
      commodities and technical data, including, without limitation, the U.S.
      Department of Commerce.

     

    ARTICLE
      2.  APPOINTMENT
      OF RESELLER

     

    2.1 Appointment.
      VIDIATION hereby appoints RESELLER as an authorized, non-exclusive Value-Added
      Reseller and channel or alliance partner of VIDIATION (“VAR”). A VAR develops,
      owns and licenses (to more than one End User) one or more valued-added
      Applications. RESELLER must at a minimum license its Application with each
      Software Copy it distributes.

     

    2.2 Relationship
      of the Parties.
      The
      relationship of the Parties shall be that of RESELLER licensing and embedding,
      integrating or incorporating VIDIATION’s Products (including Software Copies)
      for the fees specified in Appendix B, and purchasing services as an independent
      contractor from VIDIATION and reselling and sublicensing End Users. RESELLER
      and
      its employees are not agents or representatives of VIDIATION for any purpose
      and
      have no power or authority to represent, act for, bind or commit
      VIDIATION.

     

    ARTICLE
      3.  RESELLER’S
      RIGHTS, REPRESENTATIONS AND OBLIGATIONS

     

    3.1 License
      Grant.
      VIDIATION hereby grants and RESELLER hereby accepts the non-exclusive
      non-transferable right to license (“License”) a subset of VIDIATION’s Products
      (including Software Copies) as outlined in Appendix A in conjunction with
      RESELLER’s product and service offerings (i.e., Applications), in accordance
      with the User Documentation and this Agreement: (a) to internally use and
      develop Applications; (b) to distribute as part of an embedded or integrated
      offering VIDIATION’s Software Copies for use solely as part of an Application;
      and (c) to use in unaltered form the VIDIATION trademarks, service marks or
      marketing logos (the “VIDIATION Trademarks”) solely to promote the Applications,
      provided RESELLER obtains VIDIATION’s prior written approval for each new usage.
      VIDIATION retains all title and, except as unambiguously licensed herein, all
      rights, including all intellectual property rights, in and to the Products,
      and
      all copies and derivative works thereof (by whomever produced). RESELLER shall
      pay VIDIATION the requisite license and other fees specified in Appendix B
      hereto.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    3.2 Minimum
      Commitment.
      In
      consideration for the license conferred hereunder and the support on other
      services provided hereunder by VIDIATION, RESELLER agrees to exercise its best
      efforts to satisfy the minimum sales commitment specified in Appendix C hereto.
      

     

    3.3 Restrictions.
      RESELLER
      shall not (a) distribute the Software Copies on a stand-alone basis, (b)
      distribute the Software Copies in any way except as part of an Application,
      (c)
      modify or alter the object code of the Products or Software Copies in any way,
      (d) use any VIDIATION trademarks or trade names in a way that implies RESELLER
      is an agency or branch of VIDIATION, or (e) distribute, provide, lease, lend,
      use or allow others to use the Product or Software Copies to or for the benefit
      of any third parties who are or may be competitors of VIDIATION.

     

    3.4 Authorized
      End Users.
      RESELLER
      agrees not to resell, distribute or sublicense VIDIATION’s Software Copies to
      customers other than End Users, except where such customers are approved in
      writing in advance by VIDIATION; such approval not to be unreasonably
      withheld.

     

    3.5 Marketing
      of Applications.
      RESELLER, within a reasonable time period, and after an Application is made
      available by RESELLER, shall actively market the Application consistent with
      RESELLER’s marketing goals and market conditions.

     

    3.6
       Back-Up
      Copies.
      RESELLER
      may make one (1) back-up copy of Products used internally to develop
      Applications. 

    


    3.7 Marketing
      Claims and Obligations.
      RESELLER agrees that all statements and/or claims not previously provided in
      writing to RESELLER by VIDIATION regarding VIDIATION radiation detection alert
      product functionality and/or capabilities incorporated into any RESELLER
      marketing materials or sales proposals must be submitted to VIDIATION for
      written approval five
      (5)
      days
      prior to any public release.

     

    3.8 End
      User Agreement.
      RESELLER
      shall ensure that the end user agreement utilized by RESELLER is no less
      restrictive than VIDIATION’s own End User License Agreement (a copy of which is
      attached as Appendix D hereto) for each copy of an Application that has embedded
      pr integrated VIDIATION’s Software Copies and is distributed by RESELLER. In
      addition, RESELLER shall perform any other actions reasonably necessary to
      assure adequate protection of VIDIATION’s interests in its intellectual property
      rights contained in the Product(s) and Software Copies. In all jurisdictions
      where VIDIATION’s End User Agreement must be in writing and signed by the End
      User in order to be effective, the Software Copies may not be distributed unless
      RESELLER’s End User signs a written license agreement which is no less
      restrictive than VIDIATION’s own End User License Agreement. VIDIATION does not
      undertake to inform RESELLER of the jurisdictions where a signed, written
      software license is necessary.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    3.9
       VIDIATION’s
      Intellectual Property Rights.
      The
      Product, Software Copies and all related documentation are protected under
      patent and/or copyright and/or trade secret laws and contain proprietary
      information of VIDIATION and/or its licensors. RESELLER shall abide by the
      terms
      of any proprietary notices or markings, and shall use the documentation and
      the
      Software Copies only for the purposes contemplated by this Agreement, and shall
      not disclose to others or reproduce the Product (except as specifically
      permitted under this Agreement), unless specifically authorized by VIDIATION,
      and shall be liable for all loss or damage to VIDIATION from any failure to
      so
      abide or from any unauthorized disclosure by RESELLER, its agents or End Users
      of the Product, Software Copies or related documentation. RESELLER shall not
      translate any portion of the Software Copies or associated documentation into
      any other format or language without the prior written consent of VIDIATION.
      In
      the event such translation is made by RESELLER, RESELLER shall grant to
      VIDIATION all right, title and interest in any such translation or, if
      applicable, an exclusive, royalty free license to exploit any copyright or
      other
      intellectual property rights created by such translation.

     

    3.10
       Notice
      of Unauthorized Use of Confidential Information.
      RESELLER
      shall promptly notify VIDIATION of any actual or suspected unauthorized use
      or
      disclosure of any Confidential Information received from VIDIATION, and shall
      provide reasonable assistance to VIDIATION in the investigation and prosecution
      of unauthorized uses or disclosure.

     

    3.11
       Restrictions
      On Use of Confidential Information and VIDIATION’s Intellectual Property and
      Technology.
      Except
      as specifically permitted by this Agreement, RESELLER shall not directly or
      indirectly (i) use any Confidential Information of VIDIATION to create any
      computer software program or user documentation which is substantially similar
      to any Product; (ii) reverse engineer, disassemble or decompile, or otherwise
      attempt to derive the source code for, any Product; (iii) encumber, timeshare,
      rent or lease the rights granted by this Agreement; or (iv) copy, manufacture,
      adapt, create derivative works of, translate, localize, port or otherwise modify
      any Products or other VIDIATION Confidential Information or allow any agent
      or
      End User of RESELLER to engage in similar conduct. The Parties acknowledge
      that
      money damages will not be an adequate remedy if this Section is breached and
      therefore, VIDIATION may, in addition to any other legal or equitable remedies,
      seek an injunction or similar equitable relief against any such
      breach.

     

    3.12
       RESELLER’s
      Obligation to Honor VIDIATION’s Confidential Information and Intellectual
      Property.
      RESELLER
      does not have, and shall not claim that it has any right in or to any of the
      Products, Software Copies, or the Confidential Information received from
      VIDIATION other than as specifically granted by this Agreement.

     

    3.13 Compliance
      With Export Laws and Regulations.
      Any and
      all obligations of VIDIATION to provide the Products, as well as any technical
      assistance, will be subject in all respects to such United States laws and
      regulations as will from time to time govern the license and deliver of
      technology and products abroad by persons subject to the jurisdiction of the
      United States, including the Export Administration Act of 1979, as amended,
      any
      successor legislation, and the Export Administration Regulations issued by
      the
      Department of Commerce, Bureau of Export Administration. RESELLER warrants
      that
      it will not export or re-export the Product, Software Copies or any Confidential
      Information or a Solution, or technical data related thereto, except in
      conformity with such laws and regulations. RESELLER agrees that unless prior
      written authorization is obtained from the Bureau of Export Administration
      or
      the Export Administration Regulations explicitly permit the re-export without
      such written authorization, it will not export, re-export, or transship,
      directly or indirectly, the Product, Software Copies or any Confidential
      Information or a Solution to country groups S or Z (as defined in the export
      Administration Regulations), or to any other country as to which the U.S.
      Government has placed an embargo against the shipment of products which is
      in
      effect during the term of this Agreement.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    If
      at any
      time VIDIATION determines in its sole discretion that the laws of any country
      are or become insufficient to protect VIDIATION’s intellectual or proprietary
      rights in the Products, VIDIATION reserves the right to restrict or terminate
      RESELLER’s rights to use Products, Software Copies or distribute Software Copies
      or Confidential Information in that country. RESELLER shall take all actions
      reasonable necessary to enforce this restriction to protect VIDIATION’s
      rights.

     

    3.14
       U.S.
      Government Sales.
      This
      provision applies to all Products, and Software Copies acquired directly or
      indirectly by or on behalf of the United States Government. The Products and
      Software Copies are commercial products, licensed on the open market at market
      prices, and were developed entirely at private expense and without the use
      of
      any U.S. Government funds. If the Products or Software Copies are supplied
      to
      the Department of Defense, the U.S. Government acquires only the license rights
      customarily provided to the public and specified in this Agreement. If the
      Products or Software Copies are supplied to any unit or agency of the U.S.
      Government other than the Department of Defense, the license to the U.S.
      Government is granted only with restricted rights. Use, duplication, or
      disclosure by the U.S. Government is subject to the restrictions set forth
      in
      subparagraph (c) of the Commercial Computer Software Restricted Rights clause
      of
      FAR 52.227-19.

     

    3.15
       VIDIATION
      Trademark.
      During
      the term of this Agreement, RESELLER shall have the right to use the VIDIATION
      Trademarks in accordance with Section 3.1, provided that upon thirty (30) days
      prior written notice, VIDIATION may substitute alternative marks for any or
      all
      of the VIDIATION Trademarks. All representations of VIDIATION Trademarks that
      RESELLER intends to use shall first be submitted to VIDIATION for approval
      (which shall not be unreasonably withheld) of design, color and other details,
      or shall be exact copies of those used by VIDIATION. In addition, RESELLER
      shall
      fully comply with all reasonable guidelines, if any, communicated by VIDIATION
      concerning the use of VIDIATION Trademarks.

     

    RESELLER
      will not alter or remove any of the VIDIATION Trademarks applied to the
      Software, Products or User Documentation by VIDIATION. Except for the
      authorization set forth in this Section 3.13, nothing herein grants or will
      be
      deemed to grant to RESELLER any right, title or interest in VIDIATION
      Trademarks. All uses of the VIDIATION Trademarks will inure solely to VIDIATION,
      and RESELLER shall obtain no rights with respect to any of these VIDIATION
      Trademarks, other than the right to distribute the Products and Software Copies
      as set forth herein, and RESELLER irrevocably assigns to VIDIATION all such
      right, title and interest, if any, in any VIDIATION Trademarks. At no time
      during the term of this Agreement will RESELLER challenge or assist others
      in
      challenging the VIDIATION Trademarks or the registration thereof, or attempt
      to
      register any trademarks, marks or trade names confusingly similar to those
      of
      VIDIATION. Upon termination of this Agreement, RESELLER shall immediately cease
      to use any and all of the VIDIATION Trademarks.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    3.16 Developer
      Credit.
      In
      connection with any Applications promoted, marketed, distributed or sold by
      RESELLER, RESELLER agrees to include in its promotional materials, on its
      website and/or on any goods or labels that its radiation detection solution
      or
      application is “powered by Vidiation Radiation Analytic Detection System
      (V-RADsTM)”.

     

    3.17
       Insurance.
      With
      respect to any occurrences during the term of this Agreement, RESELLER shall
      carry and maintain policies with at least the coverage amounts listed below
      and
      in such form and with an insurance company having an A-(Excellent) or better
      Best’s Rating:

    


    
      	
              Coverage

            	
              Amount

            
	 	 
	
              Professional
                Liability

            	
              $10
                million

            
	 	 
	
              Employer’s
                Liability

            	
              $2
                million

            
	 	 
	
              Automobile
                Liability

            	
              $2
                million

            
	 	 
	
              General
                Liability

            	
              $2
                million

            
	 	 
	
              Workers’
                Compensation

            	
              as
                required by law

            
	 	 
	
              Excess
                Liability (excess coverage for at least General Liability and Advertising
                Injury)

            	
              $5
                million

            
	 	 
	
              E&O

            	
              $10
                million

            
	 	 
	
              Media
                Liability

            	
              $10
                million

            
	 	 
	
              Advertising
                Injury

            	
              $2
                million

            


    

     

    VIDIATION
      shall be named as an additional insured in all policies (other than Employer’s
      Liability and Workers’ Compensation) required under this Section and RESELLER
      shall be solely responsible for any deductibles under any such policies. Within
      thirty (30) days of the Effective Date, RESELLER shall deliver to VIDIATION
      a
      certificate of insurance showing that all policies are in full force and effect,
      and that such policies can not be cancelled during the term of this Agreement
      without at least thirty (30) days written notice to VIDIATION from the carrier
      issuing the policy.

     

    3.18
       Non-Compete.
      RESELLER
      agrees during the term of this Agreement and for one-year thereafter not to
      develop, distribute and/or offer for sale to any End User any radiation
      detection system or solution other than that of VIDIATION.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    3.19 Intellectual
      Property.
      RESELLER
      acknowledges and agrees that any new discoveries, inventions, developments
      or
      derived works resulting in improvements in or to VIDIATION’s Products or
      Technology (including new or improved functionability, features, capabilities
      or
      efficiencies), whether made singly or in combination with anyone else, shall
      be
      considered a work made for hire under United States copyright law and shall
      be
      owned exclusively by VIDIATION (the “Improvements”). RESELLER shall have a
      non-exclusive license in or to any Improvements for the term of the Agreement.
      RESELLER agrees to take any actions reasonably requested of it by VIDIATION
      to
      effect or document VIDIATION’s ownership rights in and to any Improvements,
      including executing any assignments or other writings.

     

    ARTICLE
      4.  VIDIATION’S
      OBLIGATIONS

     

    4.1 Delivery
      of Systems.
      In
      consideration for payment of an initial up-front fee and an annual license
      fee,
      VIDIATION shall provide RESELLER for its own internal use a radiation
      surveillance system for research and product development purposes and a second
      system for demonstration purposes.

     

    4.2 Integration
      Support. VIDIATION
      during the first year of this Agreement shall provide RESELLER with __40_ hours
      of front-end engineering and integration support to assist RESELLER in the
      development of Applications that integrate or embed VIDIATION’s Products as part
      of RESELLER’s surveillance solutions or equipment. 

     

    4.3 Marketing
      Support.
      VIDIATION during the term of this Agreement shall provide RESELLER with
      marketing and promotional support, including sales leads. RESELLER agrees that
      all statements and/or claims not previously provided in writing to RESELLER
      by
      VIDIATION regarding VIDIATION radiation detection alert product functionality
      and/or capabilities incorporated into any RESELLER marketing materials or sales
      proposals must be submitted to VIDIATION for written approval prior to any
      public release.

     

    4.4 Training.
      VIDIATION during the first year of this Agreement shall provide _40__ hours
      of
      technical training to RESELLER to enable RESELLER to provide Level 1 and Level
      2
      Support to its end users in connection with VIDIATION’s Products that are
      incorporated, embedded or integrated into any Application.

     

    4.5 Technology
      Support.
      VIDIATION will commit to providing RESELLER with up to __40__ hours of technical
      support per year, including installation, calibration and consulting services,
      on a time and materials basis.

     

    ARTICLE
      5.  TRAINING
      AND SUPPORT SERVICES

     

    5.1 Training.
      Within a
      reasonable time period, and after the Applications are made available by
      RESELLER, RESELLER shall train and maintain a sufficient number of capable
      technical and sales personnel as VIDIATION and RESELLER shall mutually deem
      necessary and appropriate for RESELLER to carry out its obligations and
      responsibilities under this Agreement.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    5.2 End-User
      Support.
      Regardless of whether RESELLER or any End Users purchase maintenance or support
      services directly from VIDIATION, RESELLER shall provide an appropriate level
      of
      support, skilled instruction and assistance to End Users. In any event, RESELLER
      must provide all support for its Application(s). Unless otherwise agreed in
      a
      specific instance, VIDIATION has no obligation to provide support to RESELLER’s
      end users, customers or distributors.

     

    5.3 VIDIATION
      Support.
      For
      Products used internally by RESELLER in accordance with the terms of this
      Agreement, RESELLER may purchase from VIDIATION on an annual basis, Level 1
      Support, Level 2 Support or Level 3 Support in accordance with the terms of
      the
      then-current support and maintenance programs made available by VIDIATION for
      the fees described in Appendix B (as amended from time to time).

     

    5.4 VIDIATION
      Maintenance Services.
      For
      Products and Software Copies distributed by RESELLER in accordance with the
      terms of this Agreement, RESELLER may purchase from VIDIATION for the initial
      year, and thereafter may purchase on an annual basis, Level 1 Support or Level
      2
      Support in accordance with the terms of the then current support and maintenance
      programs made available by VIDIATION for the fees described in Appendix B (as
      amended from time to time).

     

    ARTICLE
      6.  LIMITED
      WARRANTIES

     

    6.1 VIDIATION’s
      Warranties.
      VIDIATION warrants that (i) it has full power to enter into and perform this
      Agreement; (ii) during the first thirty (30) days from the date RESELLER
      receives an unmodified Product (“Warranty Period”) manufactured by VIDIATION,
      the Products will, under normal use and operating conditions, be free of defects
      in materials and workmanship and will substantially conform to the User
      Documentation.

     

    EXCEPT
      FOR THESE EXPRESS LIMITED WARRANTIES, RESELLER AND ANY END USER ACCEPT THE
      PRODUCTS “AS IS” WITH NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF
      ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE. RESELLER MAKES NO WARRANTIES REGARDING THE
      APPLICATION(S) OR SOLUTIONS.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    6.2 Hold
      Harmless.
      Both
      VIDIATION and RESELLER shall mutually hold its officers, directors, agents
      and
      employees harmless from damages awarded to a third party by a final appealed
      court judgment on account of such third party’s claim of infringement by the
      Products of any U.S. patent issued as of the date of the first copy of the
      applicable Product or Software Copies, or any copyright, trademark or trade
      secret, provided VIDIATION is promptly notified of any and all threats, claims
      and proceedings related thereto and given reasonable assistance and the
      opportunity to assume sole control over the defense and all negotiations for
      a
      settlement or compromise; VIDIATION will not be responsible for any settlement
      it does not approve in writing. THE FOREGOING IS IN LIEU OF ANY WARRANTIES
      OF
      NON-INFRINGEMENT, WHICH ARE HEREBY DISCLAIMED. The foregoing obligation of
      VIDIATION does not apply with respect to any products or portions or components
      thereof (i) not supplied by VIDIATION, (ii) made in whole or in part in
      accordance to RESELLER specifications, (iii) which are modified after shipment
      by RESELLER, if the alleged infringement relates to such modification, (iv)
      combined with other products, processes or materials where the alleged
      infringement relates to such combination, (v) where RESELLER continues allegedly
      infringing activity after being notified thereof or after being informed of
      modifications that would have avoided the alleged infringement, or (vi) where
      RESELLER’s use of the Products or Software is incident to an infringement not
      resulting primarily from the Products or is not strictly in accordance with
      the
      License.

     

    6.3 Remedy.
      RESELLER’s sole remedy for VIDIATION’s breach of Section 5.1(ii) is outlined
      under VIDIATION’s Support policy in Exhibit B. VIDIATION shall, in its sole
      discretion and at its option, provide modifications to keep the Software in
      substantial conformance with the related User Documentation, replace the
      Products, or refund the license fees paid to VIDIATION for the defective
      Products.

     

    6.4 Indemnification.
      RESELLER
      and VIDIATION shall, at their own expense, indemnify, defend, save and hold
      harmless each other from and against any claim, loss, expense, or judgment
      (including reasonable attorneys fees) which arises (i) from any asserted failure
      by either party to act in accordance with this Agreement; (ii)
      misrepresentations made by either party, or (iii) from any other act or failure
      to act by either party, its employees or agents.

     

    6.5 RESELLER’s
      Indemnification.
      RESELLER
      shall, at its expense, indemnify, defend, save and hold harmless VIDIATION
      from
      and against any claim, loss, expense, or judgment (including reasonable
      attorneys fees) which arises (i) from any warranties granted in excess of those
      made by VIDIATION in this Agreement, (ii) inadequate installation maintenance
      or
      support of the Products or Software Copies by RESELLER; (iii) the marketing
      of
      the Products or Software Copies by RESELLER; or (iv) from infringement by the
      Applications or solutions or any material supplied by RESELLER of any patent,
      copyright, trademark or trade secret of any third party.

     

    ARTICLE
      7.  LIMITATION
      OF LIABILITY

     

    7.1 IN
      NO
      EVENT WILL VIDIATION BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
      DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS), EVEN IF
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS OBLIGATIONS UNDER
      SECTION 5.2 ABOVE, VIDIATION’S LIABILITY TO RESELLER OR ANY THIRD PARTY FOR A
      CLAIM OF ANY KIND RELATED TO THIS AGREEMENT OR ANY PRODUCTS WHETHER FOR BREACH
      OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, SHALL NOT
      EXCEED THE AGGREGATE OF FEES PAID TO VIDIATION FOR THE PRODUCTS OR SERVICES
      INVOLVED IN THE CLAIM. NO ACTION, REGARDLESS OF FORM ARISING OUT OF THE
      TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN
      1
      YEAR AFTER THE EVENTS WHICH GAVE RISE TO THE CAUSE OF ACTION
      OCCURRED.

     

    
      
         

      

      
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    ARTICLE
      8.  RECORDS,
      FEES, AUDITS, PAYMENTS, DISCOUNTS

     

    8.1 License
      Fees.

     

    (a) RESELLER
      shall pay to VIDIATION a license fee (“License Fee”) for Products licensed
      hereunder, as set forth in Appendix B.

     

    (b) RESELLER
      acknowledges and agrees that all fees payable by RESELLER to VIDIATION for
      Products or Software Copies resold by RESELLER hereunder shall be based upon
      the
      number of embedded Software Copies or Products distributed by RESELLER with
      its
      Applications. Each payment shall be accompanied by the corresponding Copy Record
      as described in this Section 8. RESELLER shall have the right to set the fees
      it
      charges to End Users in its sole discretion. 

     

    (c) For
      each
      Software Copy manufactured, distributed or sold by RESELLER, RESELLER shall
      maintain complete and accurate records (“Copy Records”) indicating for each
      quarter: the Product name and the number of licenses resold. Within 30 business
      days of the end of each quarter, RESELLER shall deliver to VIDIATION the Copy
      Records applicable to that quarter in a report in the form of Appendix E
      accompanied by any additional payment due to VIDIATION relating to such Copy
      Records.

     

    (d) No
      more
      than once each year, at VIDIATION’s expense and with ten (10) days prior written
      notice, VIDIATION may audit all records of RESELLER relating to this Agreement
      during RESELLER’s normal business hours. If an audit reveals that the amount
      which should have been paid to VIDIATION is at least five percent (5%) more
      than
      the amount reported by RESELLER, RESELLER shall pay the cost of the audit to
      VIDIATION. Any shortfall uncovered as a result of an audit as well as the cost
      of the audit, if required by the preceding sentence, shall be paid by RESELLER
      to VIDIATION within 30 days of the date VIDIATION notifies RESELLER that an
      amount is due.

     

    (e) RESELLER
      shall pay any amounts owed to VIDIATION on the first day of the second month
      of
      each quarter according to the schedule in Appendix E. The amounts owed must
      be
      paid in full. Any amount that is recognized by RESELLER above the minimum
      commitments specified in the Schedule in Appendix E, may be rolled forward
      for a
      maximum of one (1) quarter and according to the terms of this Agreement. Each
      party is solely responsible for its own expenses incurred in the performance
      of
      this Agreement. If RESELLER fails to make any payment when due, and upon 10
      days
      advance written notice, this Agreement will terminate.

     

    (f) Payments
      will be in United States dollars. Any overdue amount shall bear interest at
      a
      rate of eight percent (8%) per annum or the maximum rate allowed by law if
      less.
      Costs of conversion, outside collection and related bank charges shall be paid
      by RESELLER. RESELLER shall be responsible for all taxes, tariffs and
      transportation costs related to this Agreement (including any value added or
      sales taxes) other than taxes measured by or in relation to VIDIATION’s income.
      All shipments by VIDIATION shall be F.O.B. origin. Risk of loss and damage
      will
      pass to RESELLER upon delivery to a shipper at VIDIATION’s
      facility.

     

    
      
         

      

      
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    (g) Discounts
      do not apply to User Documentation ordered separately, marketing collateral
      materials, or other products or services offered by VIDIATION and not mentioned
      in Appendix B.

     

    (h) Subsequent
      to the end of the Initial Term, discounts shall continue in the Initial Term
      until such a time as otherwise negotiated between the parties.

     

    ARTICLE
      9.  TERM
      AND TERMINATION

     

    9.1 Initial
      Term.
      The term
      of this Agreement shall be three (3) years from December 15, 2007 (“Initial
      Term”). At the expiration of the Initial Term, this Agreement shall
      automatically renew annually for successive calendar years unless terminated
      according to this Section 9.

     

    9.2 Termination.
      This
      Agreement will terminate: (a) for breach of any material term of this Agreement
      or for failure to pay any amount when due, upon 10 days prior written notice
      by
      the non-breaching party to the other, unless the cause is susceptible of being
      cured and is cured within the 10 day notice period; (b) immediately upon written
      notice to RESELLER in the event RESELLER breaches Sections 3.3, 3.7, 3.8, 3.10,
      3.14, 5.2, 5.4 and 5.5; (c) immediately in the event RESELLER assigns this
      Agreement without VIDIATION’s prior written consent; (d) immediately and
      automatically if a receiver or other liquidating officer is appointed for
      substantially all of the assets or business of RESELLER, or if RESELLER makes
      an
      assignment for the benefit of creditors, or RESELLER becomes insolvent or
      bankrupt or the rights or interest of RESELLER under this Agreement become
      attached under any bankruptcy, insolvency or reorganization proceedings; (e)
      at
      RESELLER’s option if a receiver or other liquidating officer is appointed for
      substantially all of the assets or business of VIDIATION, or if VIDIATION makes
      an assignment for the benefit of creditors, or VIDIATION becomes insolvent
      or
      bankrupt or the rights or interest of VIDIATION under this Agreement become
      attached under any bankruptcy, insolvency or reorganization proceedings; or
      (f)
      upon written notice given by either party to the other at least 60 days prior
      to
      the end of the then current term. The date termination becomes effective is
      called the “Termination Date”.

     

    9.3 Rights
      Upon Termination.
      If this
      Agreement is terminated pursuant to Section 9.2 all rights granted under this
      Agreement will terminate. If this Agreement is terminated for any other reason,
      all rights granted under this Agreement shall terminate, except for RESELLER’s
      continued right to use Software Copies for the sole purpose of fulfilling any
      existing contractual obligations for services to End Users and for its internal
      Development License. Use after the Termination Date shall be subject to all
      the
      restrictions contained herein and those provisions of this Agreement which
      survive termination. Upon termination or expiration of this Agreement, RESELLER
      will immediately cease to be an authorized VIDIATION VAR and shall refrain
      from
      representing itself as such and from using any VIDIATION trademark or
      tradename.

     

    
      
         

      

      
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    9.4 Return
      of Confidential Information.
      Subject
      to Section 9.3, within thirty (30) days of the Termination Date, all Products,
      Confidential Information of VIDIATION and related materials in RESELLER’s
      possession or control shall be returned to VIDIATION, or, upon VIDIATION’s
      written request, destroyed by RESELLER. Similarly, subject to Section 9.3,
      within 30 days of the Termination Date, all Confidential Information of RESELLER
      and related materials in VIDIATION’s possession or control shall be returned to
      RESELLER or, upon RESELLER’s written request, destroyed by
      VIDIATION.

     

    9.5 Payment
      Upon Termination.
      All
      outstanding obligations due on or before the Termination Date per the Agreement
      will become due and payable within thirty (30) days after such termination
      or
      the period otherwise provided in this Agreement, whichever is
      earlier.

     

    9.6 Survival
      of Obligations.
      All
      sections of this Agreement which by their terms imply an on-going obligation
      shall survive any termination of this Agreement.

     

    ARTICLE
      10.  ESCROW

     

    10.1 Escrow
      of Source Code.
      VIDIATION and RESELLER shall enter into an escrow agreement in the form attached
      as Appendix F (“Escrow Agreement”) where VIDIATION shall place in escrow with
      Escrow Associates, or a third party acceptable to RESELLER fully annotated
      source code of the Product only for the purpose of maintaining and supporting
      the Application and all related documentation. RESELLER shall be solely
      responsible for all charges related to the establishment and implementation
      of
      the Escrow Agreement. RESELLER shall be entitled to receive a copy of the
      foregoing materials from escrow in accordance with the terms and conditions
      of
      the Escrow Agreement executed by the parties.

     

    ARTICLE
      11.  GENERAL
      TERMS

     

    11.1 Independent
      Contractor.
      The
      parties hereto expressly understand and agree that each party is an independent
      contractor in the performance of each and every part of this Agreement, is
      solely responsible for all of its employees and agents and its labor costs
      and
      expenses arising in connection therewith. Neither party is in any manner
      associated with or otherwise connected with the actual performance of this
      Agreement on the part of the other party, nor with the other party’s employment
      of other persons or incurring of other expenses.

     

    11.2 Changes
      to Products.
      VIDIATION has the right at its sole discretion, with sixty (60) days advanced
      notice to RESELLER, to make changes in the design or specifications of the
      Products at any time.

     

    
      
         

      

      
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    11.3 Assignments.
      This
      Agreement may not be assigned by RESELLER without the prior written consent
      of
      VIDIATION, which shall not be unreasonably withheld. Any purported assignment
      in
      contravention of this section is null and void. Notwithstanding the foregoing
      this Agreement shall bind and inure to the benefit of any successors or
      assigns.

     

    11.4 Force
      Majeure.
      Neither
      party will be responsible for failure of performance, other than for any
      obligation to pay money, due to causes beyond its control, including without
      limitation, acts of God or nature; acts of war or terrorism; communications
      or
      power line failures or interruptions; labor disputes; sovereign acts of any
      federal, state or foreign government; or shortage of materials.

     

    11.5 Notices.
      Notices
      will be delivered to a party’s address to the following individuals outlined
      below, or to another address which a party properly notified the other that
      notices should be sent:

    


    
      	
              If
                to RESELLER:

               

              James
                Ackerly

              Splinternet
                Holdings, Inc

              535
                Connecticut Avenue

              Norwalk,
                CT 06854

              P:
                203-354-9164

              F:
                800-536-1952

            	
              If
                to VIDIATION, LLC:

               

              108
                South Wynstone Park Drive

              Suite
                #117

              N.
                Barrington, IL 60010

              Attention:
                Frank O’Connor, President

              Phone:
                (224) 633-1261

              Fax:
                (847) 387-3137

            


    

     

    11.6 Entire
      Agreement.
      This
      Agreement, including all attachments, exhibits and appendices, is the complete
      and exclusive statement of the parties to this Agreement on these subjects,
      and
      supersedes all prior written or oral proposals and understandings relating
      thereto. Except as otherwise provided, this Agreement may only be modified
      by a
      writing signed by an authorized officer of each of the parties. This Agreement
      takes precedence over any purchase order issued by RESELLER, which is accepted
      by VIDIATION for administrative convenience only. To the extent there is a
      conflict between this Agreement and the End User Agreement, the terms of this
      Agreement control. If any court of competent jurisdiction determines that any
      provision of this Agreement is invalid, the remainder of the Agreement will
      continue in full force and effect. The offending provision shall be interpreted
      to whatever extent possible to give effect to its stated intent.

     

    11.7 No
      Waiver.
      Failure
      to require performance of any provisions or waiver of a breach of a provision
      does not waive a party’s right to subsequently require full and proper
      performance of that provision. Singular terms will be construed as plural,
      and
      vice versa. Section headings are for convenience only and will not be considered
      part of this Agreement.

     

    11.8 Governing
      Law.
      This
      Agreement is governed by the laws of the State of Connecticut without giving
      effect to its conflict of law provisions. The United Nations Convention on
      Contracts for the International Sales of Goods will not apply to this Agreement.
      VIDIATION may seek to enforce or prevent a breach of any term of this Agreement
      in the appropriate courts of any state or country in which the Products are
      deployed by RESELLER or in which RESELLER maintains an office. The prevailing
      party in any suit under this Agreement shall recover all costs, expenses and
      reasonable attorney fees incurred in such action. Nothing in this Agreement
      will
      be deemed a waiver by either party of any and all available legal or equitable
      remedies.

     

    
      
         

      

      
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              VIDIATION,
                LLC

               

              By:
                

              Frank
                O’Connor

              CEO

              108
                South Wynstone Park Drive

              Suite
                #117

              N.
                Barrington, IL 60010

            	
              RESELLER

               

              

               

               

               

            


    

     

    
      
         

      

      
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