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
      (“SPLINTERNET”) 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 (“RESELLER”).

     

    WHEREAS,
      SPLINTERNET 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 SPLINTERNET’s technology in conjunction with such products
      or services; and 

     

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

     

    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 SPLINTERNET 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 SPLINTERNET, 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
      SPLINTERNET Products.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.6 “Basic
      Maintenance”
      means
      SPLINTERNET’s maintenance program which offers new releases (other than those
      designated as new products by SPLINTERNET) for existing Products during a twelve
      month period for an annual fee payable in advance. SPLINTERNET 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
      SPLINTERNET’s support program that provides telephone support during
      SPLINTERNET’s normal business hours, and Basic Maintenance for existing Products
      during a twelve month period for an annual fee payable in advance. SPLINTERNET
      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
      SPLINTERNET’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. SPLINTERNET
      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 SPLINTERNET that are not covered by any standard annual
      license fees paid by RESELLER and which are available for SPLINTERNET at its
      customary time and materials rates, plus any related travel or business
      expenses. 

     

    1.12 “Software
      Copy or Copies”
      means
      any SPLINTERNET 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 SPLINTERNET 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 SPLINTERNET user manual(s) and other written materials on
      the
      proper installation and use of the Products, and which are normally distributed
      with the Products.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    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.

     

    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.
      SPLINTERNET hereby appoints RESELLER as an authorized, non-exclusive Value-Added
      Reseller and channel or alliance partner of SPLINTERNET (“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 SPLINTERNET’s Products (including Software Copies)
      for the fees specified in Appendix B, and purchasing services as an independent
      contractor from SPLINTERNET and reselling and sublicensing End Users. RESELLER
      and its employees are not agents or representatives of SPLINTERNET for any
      purpose and have no power or authority to represent, act for, bind or commit
      SPLINTERNET.

     

    ARTICLE
      3.  RESELLER’S
      RIGHTS, REPRESENTATIONS AND OBLIGATIONS

     

    3.1 License
      Grant.
      SPLINTERNET hereby grants and RESELLER hereby accepts the non-exclusive
      non-transferable right to license (“License”) a subset of SPLINTERNET’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 SPLINTERNET’s Software Copies for use solely as part of an Application;
      and (c) to use in unaltered form the SPLINTERNET trademarks, service marks
      or
      marketing logos (the “SPLINTERNET Trademarks”) solely to promote the
      Applications, provided RESELLER obtains SPLINTERNET’s prior written approval for
      each new usage. SPLINTERNET 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 SPLINTERNET 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 SPLINTERNET, 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 SPLINTERNET trademarks or trade names in a way that implies RESELLER
      is an agency or branch of SPLINTERNET, 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 SPLINTERNET.

     

    3.4 Authorized
      End Users.
      RESELLER
      agrees not to resell, distribute or sublicense SPLINTERNET’s Software Copies to
      customers other than End Users, except where such customers are approved in
      writing in advance by SPLINTERNET; 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 SPLINTERNET regarding product functionality and/or
      capabilities incorporated into any RESELLER marketing materials or sales
      proposals must be submitted to SPLINTERNET 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 SPLINTERNET’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 SPLINTERNET’s Software Copies and is distributed by
      RESELLER. In addition, RESELLER shall perform any other actions reasonably
      necessary to assure adequate protection of SPLINTERNET’s interests in its
      intellectual property rights contained in the Product(s) and Software Copies.
      In
      all jurisdictions where SPLINTERNET’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 SPLINTERNET’s own End User License Agreement.
      SPLINTERNET does not undertake to inform RESELLER of the jurisdictions where
      a
      signed, written software license is necessary.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    3.9
       SPLINTERNET’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 SPLINTERNET 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
      SPLINTERNET, and shall be liable for all loss or damage to SPLINTERNET 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 SPLINTERNET. In the event such translation is made by RESELLER,
      RESELLER shall grant to SPLINTERNET 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 SPLINTERNET of any actual or suspected unauthorized use
      or
      disclosure of any Confidential Information received from SPLINTERNET, and shall
      provide reasonable assistance to SPLINTERNET in the investigation and
      prosecution of unauthorized uses or disclosure.

     

    3.11
       Restrictions
      On Use of Confidential Information and SPLINTERNET’s Intellectual Property and
      Technology.
      Except
      as specifically permitted by this Agreement, RESELLER shall not directly or
      indirectly (i) use any Confidential Information of SPLINTERNET 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 SPLINTERNET 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, SPLINTERNET 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 SPLINTERNET’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
      SPLINTERNET other than as specifically granted by this Agreement.

     

    3.13
       Compliance
      With Export Laws and Regulations.
      Any and
      all obligations of SPLINTERNET 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 SPLINTERNET determines in its sole discretion that the laws of any country
      are or become insufficient to protect SPLINTERNET’s intellectual or proprietary
      rights in the Products, SPLINTERNET 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 SPLINTERNET’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
       SPLINTERNET
      Trademark.
      During
      the term of this Agreement, RESELLER shall have the right to use the SPLINTERNET
      Trademarks in accordance with Section 3.1, provided that upon thirty (30) days
      prior written notice, SPLINTERNET may substitute alternative marks for any
      or
      all of the SPLINTERNET Trademarks. All representations of SPLINTERNET Trademarks
      that RESELLER intends to use shall first be submitted to SPLINTERNET for
      approval (which shall not be unreasonably withheld) of design, color and other
      details, or shall be exact copies of those used by SPLINTERNET. In addition,
      RESELLER shall fully comply with all reasonable guidelines, if any, communicated
      by SPLINTERNET concerning the use of SPLINTERNET Trademarks.

     

    RESELLER
      will not alter or remove any of the SPLINTERNET Trademarks applied to the
      Software, Products or User Documentation by SPLINTERNET. 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 SPLINTERNET
      Trademarks. All uses of the SPLINTERNET Trademarks will inure solely to
      SPLINTERNET, and RESELLER shall obtain no rights with respect to any of these
      SPLINTERNET Trademarks, other than the right to distribute the Products and
      Software Copies as set forth herein, and RESELLER irrevocably assigns to
      SPLINTERNET all such right, title and interest, if any, in any SPLINTERNET
      Trademarks. At no time during the term of this Agreement will RESELLER challenge
      or assist others in challenging the SPLINTERNET Trademarks or the registration
      thereof, or attempt to register any trademarks, marks or trade names confusingly
      similar to those of SPLINTERNET. Upon termination of this Agreement, RESELLER
      shall immediately cease to use any and all of the SPLINTERNET
      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 SPLINTERNET 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

            


    

     

    SPLINTERNET
      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 SPLINTERNET
      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 SPLINTERNET from the carrier
      issuing the policy.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    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 SPLINTERNET.

     

    3.19
       Intellectual
      Property.
      RESELLER
      acknowledges and agrees that any new discoveries, inventions, developments
      or
      derived works resulting in improvements in or to SPLINTERNET’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 SPLINTERNET (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 SPLINTERNET
      to
      effect or document SPLINTERNET’s ownership rights in and to any Improvements,
      including executing any assignments or other writings.

     

    ARTICLE
      4.  SPLINTERNET’S
      OBLIGATIONS

     

    4.1 Delivery
      of Systems.
      In
      consideration for payment of an initial up-front fee and an annual license
      fee,
      SPLINTERNET 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. SPLINTERNET
      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 SPLINTERNET’s Products as
      part of RESELLER’s surveillance solutions or equipment. 

     

    4.3 Marketing
      Support.
      SPLINTERNET 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
      SPLINTERNET regarding SPLINTERNET radiation detection alert product
      functionality and/or capabilities incorporated into any RESELLER marketing
      materials or sales proposals must be submitted to SPLINTERNET for written
      approval prior to any public release.

     

    4.4 Training.
      SPLINTERNET 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 SPLINTERNET’s Products that are
      incorporated, embedded or integrated into any Application.

     

    4.5 Technology
      Support.
      SPLINTERNET 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.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    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 SPLINTERNET and RESELLER shall mutually deem
      necessary and appropriate for RESELLER to carry out its obligations and
      responsibilities under this Agreement.

     

    5.2 End-User
      Support.
      Regardless of whether RESELLER or any End Users purchase maintenance or support
      services directly from SPLINTERNET, 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, SPLINTERNET has no obligation to provide support
      to RESELLER’s end users, customers or distributors.

     

    5.3 SPLINTERNET
      Support.
      For
      Products used internally by RESELLER in accordance with the terms of this
      Agreement, RESELLER may purchase from SPLINTERNET 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 SPLINTERNET
      for
      the fees described in Appendix B (as amended from time to time).

     

    5.4 SPLINTERNET
      Maintenance Services.
      For
      Products and Software Copies distributed by RESELLER in accordance with the
      terms of this Agreement, RESELLER may purchase from SPLINTERNET 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 SPLINTERNET for the fees described in Appendix B
      (as
      amended from time to time).

     

    ARTICLE
      6.  LIMITED
      WARRANTIES

     

    6.1 SPLINTERNET’s
      Warranties.
      SPLINTERNET 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 SPLINTERNET,
      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
      SPLINTERNET 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 SPLINTERNET 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; SPLINTERNET 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
      SPLINTERNET does not apply with respect to any products or portions or
      components thereof (i) not supplied by SPLINTERNET, (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 SPLINTERNET’s breach of Section 5.1(ii) is outlined
      under SPLINTERNET’s Support policy in Exhibit B. SPLINTERNET 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 SPLINTERNET for the defective
      Products.

     

    6.4 Indemnification.
      RESELLER
      and SPLINTERNET 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 SPLINTERNET
      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 SPLINTERNET 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 SPLINTERNET 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, SPLINTERNET’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 SPLINTERNET 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 SPLINTERNET 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 SPLINTERNET 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 SPLINTERNET the
      Copy
      Records applicable to that quarter in a report in the form of Appendix E
      accompanied by any additional payment due to SPLINTERNET relating to such Copy
      Records.

     

    (d) No
      more
      than once each year, at SPLINTERNET’s expense and with ten (10) days prior
      written notice, SPLINTERNET 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 SPLINTERNET is at least five percent
      (5%)
      more than the amount reported by RESELLER, RESELLER shall pay the cost of the
      audit to SPLINTERNET. 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 SPLINTERNET within 30 days of the date SPLINTERNET notifies RESELLER
      that an amount is due.

     

    (e) RESELLER
      shall pay any amounts owed to SPLINTERNET 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.

     

    
      
         

      

      
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    (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 SPLINTERNET’s
      income. All shipments by SPLINTERNET shall be F.O.B. origin. Risk of loss and
      damage will pass to RESELLER upon delivery to a shipper at SPLINTERNET’s
      facility.

     

    (g) Discounts
      do not apply to User Documentation ordered separately, marketing collateral
      materials, or other products or services offered by SPLINTERNET 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 SPLINTERNET’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 SPLINTERNET, or if SPLINTERNET
      makes an assignment for the benefit of creditors, or SPLINTERNET becomes
      insolvent or bankrupt or the rights or interest of SPLINTERNET 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 SPLINTERNET VAR and shall refrain
      from representing itself as such and from using any SPLINTERNET 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 SPLINTERNET and related materials in RESELLER’s
      possession or control shall be returned to SPLINTERNET, or, upon SPLINTERNET’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 SPLINTERNET’s possession or control shall be returned
      to RESELLER or, upon RESELLER’s written request, destroyed by
      SPLINTERNET.

     

    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.
      SPLINTERNET and RESELLER shall enter into an escrow agreement in the form
      attached as Appendix F (“Escrow Agreement”) where SPLINTERNET 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.

     

    
      
         

      

      
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    11.2 Changes
      to Products.
      SPLINTERNET 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.

     

    11.3 Assignments.
      This
      Agreement may not be assigned by RESELLER without the prior written consent
      of
      SPLINTERNET, 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 SPLINTERNET:

               

              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, CEO

              Phone:
                (224) 633-2362

              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 SPLINTERNET 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.

     

    
      
         

      

      
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    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.
      SPLINTERNET 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.

    


    
      	
              VIDIATION,
                LLC

               

              By:
                

              Frank
                O’Connor

              CEO

              108
                South Wynstone Park Drive

              Suite
                #117

              N.
                Barrington, IL 60010

            	
              SPLINTERNET

               

              

            


    

     

    
      
         

      

      
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