ASSET
PURCHASE AND SALE AGREEMENT








THIS
ASSET PURCHASE AND SALE
AGREEMENT (this "Agreement") is made and entered into this ___ day of
_______ 2010, by and between TELMARINE COMMUNCIATIONS INC.,
a Texas corporation ("Purchaser") and CISTERA NETWORKS INC a
Nevada corporation ("Seller").





RECITALS





A.   Seller
is in the business of developing, marketing, licensing, selling and distributing
computer software and other products and services relating to Public Safety Land
Mobile Radio (the "Business"). Seller desires to sell to Purchaser, the Seller's
software assets used in or relating to the Business. Furthermore, the Seller
desires to license back computer software and subsequent modifications and
enhancements for resale.





B.   All
of the software and assets Seller uses in or which relate to the Business
consist of the following, which shall hereinafter collectively be designated the
"Assets":





(i)           Tangible Personal Property.
The items of tangible personal property in and that will be the subject of the
Bill of Sale set forth in Exhibit "A" attached hereto,





(ii)           Contracts,
certain rights, services and contractual obligations under the contracts which
were used by the Business and which Seller has entered into identified in and
that will be the subject of the Contracts Assignment and Assumption Agreement
set forth in Exhibit "B" attached hereto. (Does this include existing support
and maintenance agreements?)





(iii)           Intellectual Property and Software
Code.  Any other intellectual property used in or relating to
the Business (other than the Trademarks, Copyrights and Patents) of Seller
including, without limitation, all trade secrets, proprietary technology, and
confidential information, (the "Intellectual Property") identified in and that
will be subject of the Intellectual Property Assignment Agreement set forth in
Exhibit "C" attached hereto.





(iv)           OEM Licensing Agreement set
forth in Exhibit "D" attached hereto.





(vi)           Copyrights.  all
right, title and interest of Seller in and to the copyrights, copyright
applications, and copyright registrations (the "Copyrights") identified in and
what will be subject of the Copyright Assignment Agreement set forth in exhibit
"E" attached hereto.





(vii)           Trademarks. all right, title
and interest of Seller in and to the trademarks, service marks, trade names,
logos, and product names and the goodwill of the business associated therewith
(the "Trademarks") as identified in and that will be subject of the Trademarks
Assignment Agreement set forth in Exhibit "F" attached hereto.





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(iv)           Perpetual Licensing Agreement
set forth in Exhibit "I" attached hereto.


C.   Purchaser
desires to purchase the Software Assets from Seller and Seller desires to sell
the Assets to Purchaser, all as provided in this Agreement.





NOW, THEREFORE, in
consideration of the mutual covenants, agreements, representations and
warranties contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:





SECTION
1 -- TERMS OF PURCHASE





1.1           Purchase of
Assets.  In reliance on the representations and warranties
contained herein and in consideration of the purchase price as set forth in
section 1.3 hereof and subject to all other terms and conditions hereof, at the
Closing (as defined in section 2.1), and effective as of the Effective Date (as
defined in Section 2.1), Purchaser shall purchase and accept, and Seller shall
sell, assign, transfer, convey and deliver to Purchaser, all of Seller's rights,
titles and interests in and to all the Assets (defined in Recital Paragraph B,
above).





1.2           No
Assumption of Obligations, Liabilities and Indebtedness.





(a)           Except
for those obligations assumed pursuant to the Contracts Assignment and
Assumption Agreement (see Exhibit "B" attached hereto), Purchaser shall not
assume or in any way become liable for any obligations or liabilities of or
relating to the Assets or Seller.





(b)           Except
as expressly set forth in Section 1.2(a) hereof, Purchaser does not by this
Agreement, or otherwise, assume, become liable for or agree to pay any
obligation, liability or indebtedness of Seller which may now exist or which may
arise in the future, whether associated with the Assets, the Business, Seller or
otherwise.





(c)           Any
obligations, liabilities or indebtedness of Seller including, but not limited
to, contingent liabilities, such as, but not limited to, liabilities relating to
patent, trademark, copyright or other business infringement, environmental or
hazardous waste liability, tort liability, employment discrimination, errors and
omissions liability, employee payroll and employee benefits liability, liability
under employment agreements or pertaining to covenants not to compete,
obligations arising out of or relating to pension plans and other retirement
plans, and federal, state or local taxes, shall remain the sole and separate
responsibility of Seller, and Seller hereby agrees to indemnify, defend and hold
Purchaser harmless from and against any and all such obligations, liabilities or
indebtedness.





(d)           Seller
shall not assume or in any way become liable for any obligations or liabilities
of Purchaser relating to the Assets, the Business or Purchaser that arise from
the business and operations of Purchaser and that occur in whole from and after
the Closing.





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1.3           Purchase Price and Allocation of
Purchase Price. The purchase price for the Assets (the "Purchase Price")
shall be THREE HUNDRED THOUSAND US DOLLARS ($US300,000) payable in [XX] shares
of stock in Telmarine Communications In. At the date and time of this agreement,
this shall represent 100% of the outstanding common stock in Telmarine
Communications Inc.





1.4     Payment of Purchase Price. The
Purchase Price shall be paid by Purchaser
by:                  (a)
delivering to the Seller a within 30 Days of execution of this agreement, a
share certificate made out to the seller for the number of shares agreed to in
Section 1.3. (Do we have share certificates for Telmarine?)





1.5     Taxes. The Purchase Price
shall be exclusive of any sales or similar taxes that may be imposed. Seller
shall be solely responsible for any sales or similar taxes that may be imposed
on the purchase and sale of the Assets contemplated by this Agreement. (Will
there be any tax liability for Cistera?)





1.7     Documentation of Assignment and
Assumption of Contracts. At the Closing Seller and Purchaser shall
execute and deliver to the other the Contracts Assignment and Assumption
Agreement attached hereto as Exhibit "B" to evidence and effect the assignment
and assumption of said contracts.





1.8     Documentation of Assignment of
Trademarks. At the Closing Seller and Purchaser shall execute and deliver
to the other the Trademarks Assignment Agreement attached hereto as Exhibit "F"
to evidence and effect the assignment of the Trademarks.





1.9     Documentation of Assignment of
Copyrights. At the Closing Seller and Purchaser shall execute and deliver
to the other the Copyright Assignment Agreement attached hereto as Exhibit "E"
to evidence and effect the assignment of the Copyrights.





1.10           Documentation of Assignment of
Intellectual Property.  At the Closing Seller and Purchaser
shall execute and deliver to the other the Intellectual Property Assignment
Agreement attached hereto as Exhibit "C" to evidence and effect the assignment
of the Intellectual Property. Seller agrees to execute any and all such further
or other documents that Purchaser prepares which are reasonably necessary to
further evidence or effect the purpose and intention of this
Agreement.





1.11           Bulk Transfer Compliance.
Purchaser hereby waives compliance by Seller with the provisions of the State of
Texas or other applicable "bulk transfer" statutes. Seller hereby indemnifies
and agrees to defend and hold Purchaser harmless from and against any liability
or obligation to creditors of Seller or to others that may result from failure
to comply with the Texas or other applicable "bulk transfer" laws in connection
with the purchase and sale of the Assets.





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SECTION
2 - THE CLOSING





2.1           Closing. The closing of the
transaction contemplated by this Agreement (the "Closing") shall be held at the
office of Seller in Plano Texas or at such other time or place as the parties
may hereafter agree in writing.





2.2           Events at the Closing. The
following events shall occur at the Closing, each of which shall be a condition
precedent to each of the others and all of which shall be deemed to have
occurred concurrently:





Seller's
Deliverables





(a)           Seller
shall execute and deliver to Purchaser the Bill of Sale (see Exhibit "A"
attached hereto);





(b)           Seller
shall execute and deliver to Purchaser the Contracts Assignment and Assumption
Agreement (see Exhibit "B" attached hereto);





(c)           Seller
shall execute and deliver to Purchaser the Trademarks Assignment Agreement (see
Exhibit "F" attached hereto);





(d)           Seller
shall execute and deliver to Purchaser the Copyrights Assignment Agreement (see
Exhibit "E" attached hereto);





(f)           Seller
shall execute and deliver to Purchaser the Intellectual Property Assignment
Agreement (see Exhibit "C" attached hereto);





(g)           Seller
shall execute and deliver to Purchaser such other documents as may be reasonably
required by Purchaser to evidence Seller's compliance with any covenant and
condition herein set forth or to complete the transactions herein
contemplated;





PURCHASER'S
DELIVERABLES





(h)           Purchaser
shall execute and deliver to Seller a copy of the Contracts Assignment and
Assumption Agreement (see Exhibit "B" attached hereto);





(i)           Purchaser
shall execute and deliver to Seller a copy of the Trademarks Assignment
Agreement (see Exhibit "F" attached hereto);





(j)           Purchaser
shall execute and deliver to Seller a copy of the Copyrights Assignment
Agreement (see Exhibit "E" attached hereto);





(k)           Purchaser
shall execute and deliver to Seller the Intellectual Property Assignment
Agreement (see Exhibit "C" attached hereto);





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(l)           Purchaser
shall execute and deliver to Seller such other documents as may be reasonably
required by Seller to evidence Purchaser's compliance with any covenant and
condition herein set forth or to complete the transactions herein
contemplated.





SECTION
3 - REPRESENTATIONS AND WARRANTIES





3.1           Representations and Warranties of
Seller. Except as set forth in the Schedule of Seller's Exceptions in
Exhibit "G" attached hereto, Seller represents and warrants to Purchaser as
follows:





(a)           Sale of All Assets. By this
Agreement and the instruments contemplated hereby, Seller is transferring to
Purchaser all of the software assets of Seller that are used in the Business and
agreed to in this agreement.





(b)           Title to Assets; Liens. Seller has good and
marketable title to the Assets and none of the Assets are subject to any
mortgage, pledge, lien, security interest, lease, charge, claim or encumbrance.
Neither the Seller nor any of Seller's affiliates use any asset, other than the
Assets, in the Business.





(c)           Litigation.There is no
material suit, action, litigation or other proceeding or governmental or
administrative investigation or inquiry pending or threatened against Seller,
the Business, and/or the Assets, which, if decided adversely to the interests of
Seller, would prevent or prohibit Seller from transferring the Assets, free and
clear from any security interests, liens, charges, claims or other encumbrances
of any nature whatsoever or from otherwise complying in full with the provisions
of this Agreement.





(d)           Authorization. Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada. Seller has all the requisite corporate and legal power
and authority to own, lease and operate the Assets as currently owned, leased
and operated. Seller is duly licensed, authorized and qualified to transact
business and is in good standing in Texas.





(e)           Execution and Enforceability.
This Agreement, the Bill of Sale, the Contracts Assignment and Assumption
Agreement, Trademarks Assignment Agreement, Copyrights Assignment Agreement, the
Intellectual Property and Software Code Assignment Agreement, OEM Licensing
Agreement, Copyright Assignment Agreement, Perpetual Licensing Agreement (see
Exhibits "A” through "F" and “I”, respectively) and any other document required
to be executed by Seller at the Closing, will, when duly executed and delivered
by Seller, constitute valid and binding obligations of Seller, enforceable
against Seller in accordance with their respective terms.





3.2           Representations and Warranties of
Purchaser. Except as set forth in the Schedule of Purchaser's Exceptions
in Exhibit "H" attached hereto, Purchaser represents and warrants to Seller as
follows:





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(a)           Authorization. Purchaser is a
corporation, duly organized, validly existing and in good standing under the
laws of the State of Texas and has all necessary corporate power and corporate
authority to consummate the transactions contemplated herein. This Agreement,
and the transactions contemplated herein, have been duly authorized by all
necessary corporate action on the part of Purchaser.





(b)           Execution and Enforceability.
This Agreement and any other documents required to be executed by Purchaser at
the Closing will, when duly executed and delivered by Purchaser constitute valid
and binding obligations of Purchaser, enforceable against Purchaser in
accordance with their respective terms.





(c)           Compliance with Other
Instruments; Consents. Purchase is not in
material violation of any material agreement, instrument, judgment, decree or
order applicable to Purchaser, and to Purchaser's best knowledge and belief, of
any material statute, rule or governmental regulation applicable to Purchaser.
The execution, delivery and performance of this Agreement by Purchaser and the
transactions contemplated hereby will not result in any material violation of,
be in conflict with or constitute a material default under any such material
agreement, instrument, judgment, decree or order or, to the best knowledge and
belief of Purchaser, of any such material statute, rule or governmental
regulation. No consent of any vendor, lessor, lender or creditor of Purchaser,
or any other person, necessary in order for Purchaser to consummate this
Agreement or the transactions contemplated hereby in accordance with all of the
provisions herein contained.





SECTION
4 -- COVENANTS OF SELLER AND PURCHASER





4.1           Covenants of
Seller.  Seller hereby covenants to and agrees with Purchaser
that:





(a)           Maintenance of Assets. Prior
to the Closing, Seller shall maintain the Assets in customary repair, order and
condition, and will maintain insurance thereon in such amounts and of such kinds
as is and currently in effect.





(b)           Maintenance of Free and Clear
Title.  Prior to the Closing, Seller shall not mortgage, pledge
or subject to any lien, charge, claim or encumbrance any of the Assets or
transfer, convey or lease any of the Assets or any of Seller's rights, titles or
interests therein, outside of the ordinary course of business.





(c)           Conduct of the
Business.  Prior to the Closing, Seller shall conduct the
activities of the Business in the ordinary, normal and customary course and
manner, keep proper business and accounting records, and, both before and at all
times after the Closing, use Seller's best efforts to preserve the Business and
its material customers intact and preserve for and make available to Purchaser
all of Seller's customers and the goodwill of the Business and the goodwill of
the Clients, customers, distributors and others having business material
relationships with the Business.





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(d)           Representations and Warranties True
at Closing.  If any representation or warranty of Seller set
forth in this Agreement becomes inaccurate in any material respect at or before
the Closing, Seller shall immediately inform Purchaser in writing of the
particulars in which any such warranty or representation is no longer accurate.
Despite such disclosure by Seller, any such material inaccuracy shall constitute
a failure of the conditions precedent to the obligations of Purchaser as set
forth in Section 6.1 hereof, and Purchaser shall have the right and option
either to waive such condition or to terminate this Agreement.





4.2           Covenants of
Purchaser.  Purchaser hereby covenants to and agrees with
Seller that if any representation or warranty of Purchaser set forth in this
Agreement becomes inaccurate in any material respect at or before the Closing,
Purchaser shall immediately inform Seller in writing of the particulars in which
any such warranty or representation is no longer accurate. Despite such
disclosure by Purchaser, any such material inaccuracy shall constitute a failure
of the conditions precedent to the obligations of Seller as set forth in Section
6.2 hereof, and Seller shall have the right and option either to waive such
condition or to terminate this Agreement.





SECTION
5 - CONDITIONS PRECEDENT TO CLOSING





5.1           Conditions Precedent to the
Obligations of Purchaser. The obligation of Purchaser to purchase the
Assets and to consummate the transactions contemplated hereby is subject to
fulfillment by Seller prior to or at the Closing of all of the conditions set
forth in this Section 5.1. Purchaser may waive any or all of said conditions in
whole or in part without prior notice; provided, however, that no such waiver of
a condition shall constitute a waiver by Purchaser of any other condition or of
its other rights or remedies, at law or in equity.





(a)           Seller's Representations and
Warranties True at Closing. All representations and warranties of Seller
contained in this Agreement, the Bill of Sale, the Contracts Assignment and
Assumption Agreement, Trademarks Assignment Agreement, Copyrights Assignment
Agreement, the Intellectual Property and Software Code Assignment Agreement, OEM
Licensing Agreement, Copyright Assignment Agreement, Perpetual Licensing
Agreement (see Exhibits "A” through "F" and “I”, respectively) and any other
written document, agreement or statement to be delivered to Purchaser by Seller
at or before Closing pursuant to this Agreement, shall be accurate in all
material respects on and as of the Effective Date as though such representations
and warranties were made at and as of the Closing Date.





(b)           Authorization. All material
proceedings required to be taken and all consents required to be obtained in
connection with the transactions contemplated by this Agreement, shall have been
taken, completed or obtained, as the case may be, and all documents incident
thereto shall be reasonably satisfactory in form and substance to Purchaser, who
shall have received originals or certified or other copies of all of such
documents as Seller may reasonably request.





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(c)           No Insolvency Action. No
petition in bankruptcy, insolvency proceeding or a petition for reorganization
or for the appointment of a receiver or trustee shall have been filed by or
against Seller.





5.2           Conditions Precedent to the
Obligations of Seller. All obligations of Seller under this Agreement are
subject to fulfillment by Purchaser prior to or at the Closing of all of the
conditions set forth in this Section 5.2. Seller may waive any or all of said
conditions in whole or in part without prior notice; provided, however, that no
such waiver of a condition shall constitute a waiver by Seller of any other
condition or of Seller's other rights or remedies, at law or in
equity.





(a)           Purchaser's Representations and
Warranties True at Closing. All representations and warranties of
Purchaser contained in this Agreement or in any written statement delivered to
Seller by Purchaser pursuant to this Agreement shall be true and correct in all
material respects on and as of the Effective Date as though such representation
and warranties were made at and as of the Effective Date.





(b)           Performance Agreements.
Purchaser shall have performed all obligations and agreements and complied with
all covenants and conditions contained in this Agreement to be performed and
complied with by Purchaser on or prior to the Effective Date.





(c)           Authorization. All corporate
and other proceedings required to be taken by Purchaser and all consents
required to be obtained in connection with the transactions contemplated by this
Agreement, shall have been taken, completed or obtained, as the case may be, and
all documents incident thereto shall be reasonably satisfactory in form and
substance to Seller, who shall have received originals or certified or other
copies of all of such documents as Seller may reasonably request.





(d)           No Litigation. No action or
proceeding shall be pending or threatened to restrain or prevent the carrying
out of the transactions contemplated hereby.





SECTION
6 – TERMINATION





6.1           Right to Terminate Agreement.
This Agreement may be terminated upon the occurrence of any of the following
events:





(a)  by
Purchaser, by written notice from Purchaser to Seller, if any of the conditions
set forth in Section 5.1 hereof have not been fulfilled by the
Closing;





(b) by
Seller, by written notice from Seller to Purchaser, if any of the conditions set
forth in Section 5.2 hereof have not been fulfilled by the Closing;





(c) by
Seller or Purchaser, by written notice to the other, if the Closing shall not
have been held prior to the execution date, or such later date as the parties
shall mutually agree in writing; or





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(d) the
parties shall mutually agree in writing to terminate this
Agreement.





6.2           Effect of Termination. Upon
termination of this Agreement pursuant to Section 6.1 hereof, all obligations of
the Parties pursuant to this Agreement shall terminate and shall be of no
further force and effect such that Purchaser shall have no further obligations
to Seller and Seller shall have no further obligations to Purchaser, except that
Purchaser shall not use and shall keep confidential any and all information,
customer lists, customer addresses, supplier addresses, price lists, agreements,
trade secrets and/or business plans of Seller relating to the
Business.





SECTION
7 – GENERAL





7.1           Costs.  The parties
shall each pay their own costs and expenses (including attorneys' fees and
accountants' fees) incurred or to be incurred by them in negotiating and
preparing this Agreement and in closing and carrying out the transactions
contemplated hereby.





7.2           Headings. The section and
other headings of this Agreement are included for purposes of convenience only,
and shall not affect the construction or interpretation of any of its
provisions.





7.3           Entire Agreement;
Modification.  This Agreement (including the recitals A through
C hereof and Exhibits "A" through "I" attached hereto and the representations
and warranties set forth herein), constitute the entire agreement between the
parties pertaining to the subject matter of the transactions contemplated by
this Agreement.  This Agreement supersedes all written or oral, prior
and contemporaneous agreements, representations, warranties and understandings
of the parties with respect thereto. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the
parties.





7.4           Parties in
Interest.  Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties to this Agreement and their
respective successors and permitted assigns, nor is anything in this Agreement
intended to relieve or discharge the obligation or liability of any third
persons to any party to this Agreement, nor shall any provision hereof give any
third party any right of subrogation or action over or against any party to this
Agreement.





7.5           Binding Effect; No Assignment.
This Agreement shall be binding on and shall inure to the benefit of the parties
and their respective legal representatives, successors and assigns. None of the
rights or obligations under this Agreement of any party to this Agreement may be
conveyed, transferred, assigned or delegated expressly, by operation of law or
otherwise, without the prior written consent of the other party to this
Agreement.





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7.6           Survival of Representations and
Warranties. All representations, warranties, covenants and agreements of
the parties contained in this Agreement or in any instrument or other writing
provided for in this Agreement shall survive the Closing and the term of this
Agreement and shall not be deemed merged into any documents delivered at the
Closing.





7.7           Additional Documents After the
Closing. Purchaser shall after the Closing execute and deliver to Seller
such other documents as may be reasonably required by Seller to evidence
Purchaser's compliance with any covenant and condition herein set forth or to
complete the transactions herein contemplated. Without limiting the generality
of the foregoing, Purchaser shall comply with all reasonable requests of Seller
in connection with the recordation of any assignments or transfers under this
Agreement.





7.8           Arbitration. Any controversy
or dispute arising out of or relating to this Agreement or its subject matter
which the parties are unable to resolve within ten (10) days after written
notice by one party to the other party of the existence of such controversy or
dispute, may be submitted to binding arbitration by either party. If so
submitted to arbitration, the matter shall be finally settled by binding
arbitration conducted in accordance with the current rules and procedures of the
American Arbitration Association. Such arbitration shall take place in Dallas
Texas. The decision by the arbitrator on any matter submitted to arbitration
shall be binding and conclusive upon the parties, their heirs, successors and
assigns, as the case may be and they shall comply with such decision in good
faith. Each party hereby submits itself to the jurisdiction of the state and
federal courts within the State of Texas for the entry of judgment with respect
to the decision of the arbitrator hereunder. Judgment upon the award may be
entered in any state or federal court within the State of Texas and/or any other
court having jurisdiction.





7.9           Notices. All notices,
requests, demands and other communications made under, pursuant to or in
accordance with this Agreement, except for normal day-to-day business
communications which may be made orally or in a writing sent by fax, regular
mail or hand delivered without need for a receipt, shall be in writing and shall
either be delivered personally or deposited in the United States mails and sent
by first-class mail, certified, return receipt requested, postage prepaid and
properly addressed as follows:





If to
Purchaser, to:





Telmarine
Communications Inc


6509
Windcrest Drive #160


Plano
Texas 75024


ATTN:
Chief Executive Officer





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If to
Seller, to:





Cistera
Networks Inc


6509
Windcrest Drive #160


Plano
Texas 75024


ATTN:
Chief Executive Officer (President?)





or to
such other address or addresses as a party thereto may indicate to the other
party in the manner provided for by this Section 7.9. Notices given by mail
shall be deemed effective and complete forty-eight (48) hours following the time
of posting and mailing thereof in accordance herewith, and notices delivered
personally shall be deemed effective and complete at the time of the delivery
thereof and the obtaining of a signed receipt therefor.





7.10           Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Agreement, where the context requires, the singular shall include the plural and
the plural shall include the singular, and any gender or the neuter gender shall
include both other genders as the case may require.





7.11       Waiver. No waiver of any
provision of this Agreement shall be deemed or shall constitute a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party hereto making such waiver.





7.12           Governing Law. This Agreement
shall be governed in all respects by the laws of the State of Texas applied to
contracts made and to be fully performed entirely within such State between
residents of such State. All disputes arising out of this Agreement shall be
subject to the exclusive jurisdiction and venue of the Texas state courts of
Collin County, Texas (or, if there is exclusive federal jurisdiction, the United
States District Court of Texas), and the parties consent to the personal and
exclusive jurisdiction and venue of these courts.





IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the day
and year first above written.





Purchaser:
              
              Telmarine
      Communications Inc
              By:
      Gregory Royal
              Chief
      Executive Officer
              
              ___________________________
            Seller:
              
              Cistera
      Networks Inc
              By
      James T Miller
              President
              
              _______________________________





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LIST
OF EXHIBITS





Exhibit A
– Bill of Sale





Exhibit B
– Contracts Assignment and Assumptions





Exhibit C
– Intellectual Property and Software Code





Exhibit D
– OEM Licensing Agreement





Exhibit E
- Copyright Assignment Agreement





Exhibit F
- Trademarks Assignment Agreement





Exhibit G
– Seller Exceptions





Exhibit H
– Purchaser Exceptions





Exibit I
– Perpetual Licensing Agreement











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EXHIBIT
A – BILL OF SALE





Cistera
Networks Inc , in the County of Collin, State of Texas, in consideration subject
to Section 1.3 of this agreement to be paid by Telmarine Communications, the
receipt of which is hereby acknowledged, do hereby grant, sell, transfer and
deliver unto Telmarine Communications Inc the following:





__________________________________________________________________





__________________________________________________________________





__________________________________________________________________








To have
and to hold the same to Telmarine Communications Inc and assign, to their use
forever.  And hereby covenant with the grantee that Cistera Networks
Inc is the lawful owner of said goods; That they are free from all
encumbrances;  That Cistera Networks inc have good right to sell the
same as aforesaid;  And that Cistera Networks will warrant and defend
the same against the lawful claims and demands of all persons.





IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the day
and year first above written.





Purchaser:
              
              Telmarine
      Communications Inc
              By:
      Gregory Royal
              Chief
      Executive Officer
              
              
              ___________________________
            Seller:
              
              Cistera
      Networks Inc
              By
      James T Miller
              President
              
              
              _______________________________


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EXHIBIT
B – CONTRACTS ASSIGNMENT AND ASSUMPTIONS





There are
no contracts to transfer.





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EXHIBIT
C – INTELLECTUAL PROPERTY AND SOFTWARE CODE





This
Agreement is made between Cistera Networks Inc of 6509 Windcrest Drive #160,
Plano Texas 75024, (“Cistera”) and Telmarine Communications Inc (“Telmarine“),
whose address is 6509 Windcrest Drive #160, Plano Texas 75024, represents and
warrants that he/she is the sole creator and owner of Cistera LMRConnect and LMR
Record intellectual property and software code (the “Work”), designed and holds
the complete and undivided ownership interest to the Work.





For the
purposes of this Agreement, the Work shall include the following elements
without limitation:





a.
            The
      source code and object code for the
Work;


b.
            All
      copies of the Software Product, whether or not made by the
      Developer;


c.
            All
      revised or updated versions of the Software
  Product;


d.
            All
      new, expanded or improved versions of the Software
  Product;


e.
            All
      error corrections, bug corrections, program patches, and updated relating
      to the Work;


f.
            All
      documentation regarding the Software Product,
  namely:


g.
            All
      technical documentation relating to the design and development of the
      Work;


h.
            All
      documentation relating to the operation of the Software
      Product;


i.
            All
      documentation relating to the help provided to
  users;


j.
            All
      documentation integrated into the Software Product or accessible through
      the Internet;


k.
            All
      other relevant documentation, regardless of form, medium or location of
      such documentation.





The
intellectual property rights, titles and interests in and to the Work conferred
by Cistera upon Telmarine pursuant to this Agreement shall include the following
rights, without limitation:





a.
            The
      right to use;


b.
            The
      right to modify, including the right to improve, translate and re-write
      into another language or in another
manner;


c.
            The
      right to adapt;


d.
            The
      right to integrate and incorporate into any existing or future
      work;


e.
            The
      right to exploit;


f.
            The
      right to grant licenses and
sub-licenses;


g.
            The
      right to perform;


h.
            The
      right to distribute and cause the
distribution;


i.
            The
      right to broadcast;


j.
            The
      right to communicate to the public by
  telecommunication;


k.
            The
      right to perform;


l.
            The
      right to reproduce;


m.
            The
      right to transfer to another environment (hardware, software, computer,
      electronic, Web, multimedia,
other);


Page
 15





For
valuable consideration, receipt and sufficiency of which are hereby
acknowledged, Telmarine and Cistera agree as follows:





Cistera
does hereby sell, assign, and transfer to Telmarine, its successors and assigns,
the entire right, title and interest in and to the copyright in the Work and any
registrations and copyright applications relating thereto and any renewals and
extensions thereof, and in and to all works based upon, derived from, or
incorporating the Work, and in and to all income, royalties, damages, claims and
payments hereafter due or payable with respect thereto, and in and to all causes
of action, either in law or in equity for future infringement based on the
copyrights, and in and to all rights corresponding to the foregoing throughout
the world.





Cistera
agrees to execute all papers and to perform such other proper acts as Telmarine
may deem necessary to secure for Telmarine or its designee the rights herein
assigned.





IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the day
and year first above written.





For
      Telmarine:
              
              Telmarine
      Communications Inc
              By:
      Gregory Royal
              Chief
      Executive Officer
              
              ___________________________
            For
      Cistera:
              
              Cistera
      Networks Inc
              By
      James T Miller
              President
              
              _______________________________





Page
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EXHIBIT
D – OEM LICENSING AGREEMENT





This
Distribution and Partnership Agreement (the “Agreement”) is entered into as
of  ______, 2010 (the “Effective Date”) by and between Telmarine
Communications Inc., a Texas corporation having a place of business at 6509
Windcrest Drive, Suite 160, Plano TX, USA, 75024 (“Supplier”) and Cistera
Networks Inc., a Nevada corporation having a place of business at 6509 Windcrest
Drive, Suite 160, Plano, TX, USA, 75024 (“Distributor”).





The
parties hereby agree as follows:





1.  BACKGROUND




1.1           Supplier
and Distributor wish to enter into this Distribution and Partnership
relationship such that Distributor can include Supplier’s hardware and software
with Distributor’s products or services, as provided for in this
Agreement.





2.  DEFINITIONS




2.1           “Bundled Product” means the
combination of any of the Distributor Products with any part of the Supplier
Products.





2.2           “Confidential Information”
means non-public confidential or proprietary information disclosed by one party
to the other party under this Agreement.  Confidential Information may
include (but is not limited to) software, designs, business methods, business
plans, concepts, marketing information, financial information, and test results
and will include (but is not limited to) all information that the receiving
party should reasonably understand to be confidential or proprietary information
based on the nature of the information or the circumstances of
disclosure.  Confidential Information does not include information
which the other party can establish by written documentation (a) to have been
publicly known prior to disclosure of such information by the disclosing party
to the other party, (b) to have become publicly known, without fault on the part
of the other party, subsequent to disclosure of such information by the
disclosing party to the other party, (c) to have been received by the other
party at any time from a source, other than the disclosing party, rightfully
having possession of and the right to disclose such information, or (d) to have
been independently developed by employees or agents of the other party without
access to or use of such information disclosed by the disclosing party to the
other party.





2.3           “Customizations”means the
modifications and enhancements to the Supplier Products made by Supplier in
accordance with Exhibit A.





2.4           “Distributor Products” means
Distributor’s proprietary hardware and software products, as identified on
Appendix 1.





2.5           “Documentation” means the
various end user installation and usage documentation for the Supplier Products,
as updated by Supplier from time-to-time.


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 17


2.6           “Error” means any error,
defect or failure of the Licensed Software to conform substantially to the
functional, operational and performance requirements described in the
Documentation.





2.7           “Intellectual Property” means
all patents, copyrights, trademark rights, trade secret rights, moral rights,
and other industrial and intellectual property rights throughout the
world.





2.8           “Licensed Software” means
Supplier’s Land Mobile Radio software, Updates and Customizations
thereto.





2.9           “Object Code” means the
machine-readable form of computer programming code as opposed to the human
readable form of computer programming code.





2.10           “Supplier Products” means the
Licensed Software and Supplier’s proprietary hardware products, as identified on
Exhibit B, and Customizations thereto.





2.11           “Territory”means North
America and Europe.





2.11           “Updates” means any
modification or addition that, when made or added to the respective software,
corrects Errors or provides minor functionality enhancements, but does not
change overall utility, functional capability, or application.





3.           DEVELOPMENT





3.1.           Development
Efforts.  Each party will use commercially reasonable efforts
to devote the personnel and resources necessary to perform its part of the
development activities.





3.2.           Development
Expenses.  Unless expressly set forth, each party will bear its
own costs and expenses associated with development activities.





Page
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4.           DISTRIBUTION
APPOINTMENT AND REQUIREMENTS





4.1           Distribution
Appointment.  Subject to the terms and conditions of this
Agreement (including, without limitation, the requirements of this Section 4),
Supplier authorizes and appoints Distributor as a non-exclusive distributor to
sell the Supplier Products as part of Bundled Products in the
Territory.  Distributor may distribute the Licensed Software, in
Object Code form only, as integrated into and each Bundled Product, subject to
an End User Agreement as required by Section 4.2 and otherwise in accordance
with the licenses granted herein.  The terms “resell”, “sell”, “sale”,
“purchase” or similar terms mean, with respect to the Licensed Software
contained in the Bundled Products, licensing pursuant to an End User Agreement
and shall not include a transfer of title or of any of Supplier’s or its
supplier’s Intellectual Property in any of the Licensed Software or other
Supplier Products. Distributor may allow redistributors in Distributor’s normal
chain of distribution to sell the Bundled Products, provided that such
subdistributors are subject to the same requirements imposed on Distributor
under this Agreement and provided further that Supplier is expressly made a
third-party beneficiary of all agreements with such subdistributors, but
otherwise Distributor’s rights hereunder are non-sublicensable and
non-transferable.





4.2           End User
Agreement.  Distributor shall distribute the Product to
end-users under the terms of an agreement (an “End User Agreement”) containing
the terms and conditions no less restrictive than those set forth in Appendix
3.  Distributor will enforce each such End User Agreement with at
least the same degree of diligence that Distributor uses to enforce similar
agreements for its own products or other software products that it distributes,
but in no event less than reasonable efforts.  Distributor shall
expressly state in the End User Agreement that Supplier shall be a third-party
beneficiary under the agreement and shall have the right to enforce the
agreement.  In addition, Distributor shall take all enforcement steps
with respect to each such End User Agreement as reasonably requested by
Supplier, and the parties shall assist and cooperate with each other in such
enforcement efforts.





4.3           Export
Control.  Distributor will comply with all laws, administrative
regulations, and executive orders of any applicable jurisdiction relating to the
control of imports and exports of commodities and technical
data.  Distributor shall indemnify and hold Supplier harmless against
all claims, cost, damage, expense, or liability arising out of or in connection
with a breach of this Section 4.5.





Page
 19


4.4           Government
Sales.  Distributor shall observe and enforce the following
provision with regard to the Licensed Software:  When licensed to a
U.S., state, or local government, all software produced or licensed by Supplier
is commercial computer software as defined in FAR 12.212, and has been developed
exclusively at private expense.  All technical data, or Supplier
commercial computer software or documentation is subject to the provisions of
FAR 12.211 – “Technical Data,” and FAR 12.212 – “Computer Software,”
respectively, or clauses providing Supplier equivalent protections in DFARS or
other agency-specific regulations.  Both parties recognize that state
and local governments are not bound by the FAR.  If the state or local
government will not accept the provisions of FAR 12.211 and 12.212 in their
licenses, then before making a sale, Distributor will give Supplier the option
of precluding Distributor from selling the Bundled Product to such state or
local government.





4.5           Government
Certifications.  Each party will use commercially reasonable
efforts to obtain government certifications, if required, and if financially
viable.





5.           LICENSES
AND OWNERSHIP





5.1           Licensed Software License.Subject to the terms and conditions of this Agreement (including, without
limitation, Distributor’s payment obligations), Supplier hereby grants to
Distributor a non-exclusive (is this correct?), non-transferable,
non-sublicensable license during the term of this Agreement to distribute the
Licensed Software, in Object Code format only.


5.2           Restrictions.  Distributor
and its customers may not:  (a) modify, disassemble, de-compile or
reverse engineer the object code of the Licensed Software or permit or encourage
any third party to do so, except as expressly provided herein; (b) rent, lease,
or sell the Licensed Software to any third party; (c) use the Licensed Software
in any manner to provide service bureau, time-sharing or other computer services
to third parties; (d) use the Supplier Products or Bundled Products in any
manner to assist or take part in the development, marketing, or sale of a
product potentially competitive with any of the Supplier Products or Bundled
Products; (e) use the Supplier Products or Bundled Products, or allow the
transfer, transmission, export, or re-export of any of the Supplier Products or
Bundled Products or any portion thereof in violation of any export control laws
or regulations administered by the U.S. Commerce Department, OFAC, or any other
government agency; or (f) modify, remove, or obstruct any copyright or other
proprietary rights statements or notices contained on or within the any part of
the Supplier Products.





5.3           No Other
Licenses.  Except for the express licenses granted in this
Section 5, there are no other licenses, either express or implied, granted to
either party related to the Licensed Software or any other intellectual property
of Supplier.





5.4           Supplier
Ownership.  All right, title, and interest in and to (i) the
Licensed Software and any information related to the Licensed Software,
including all Intellectual Property related to the foregoing, and (ii) all
Intellectual Property related to the hardware components of the Supplier’s
Products shall be and shall at all times remain the property of
Supplier.


Page
 20





5.5           Distributor
Ownership.  All right, title, and interest in and to the
Distributor Products, including all Intellectual Property related to the
foregoing, shall be and shall at all times remain the property of
Distributor.





5.6           Further Assurances.
Distributor agrees to assist Supplier, or its designee, at Supplier’s expense,
in every proper way to secure and enforce Supplier’s ownership rights set forth
in this Section 5.  Without limiting the foregoing, upon request by
Supplier, Distributor will execute all applications, specifications, oaths,
assignments and all other instruments that Supplier deems necessary in order to
apply for, obtain, and enforce such rights.





6.           DISTRIBUTORS
OBLIGATIONS





6.1           General.  Distributor
shall at all times during the term of this Agreement maintain the capacity,
facilities, equipment and personnel necessary to carry out its obligations under
this Agreement.





6.2           Forecasting.  Distributor
shall on a monthly basis provide Supplier with a ninety (90) day forecast of its
expected need for Supplier Products.  Distributor shall to the extent
reasonably possible identify each customer and potential customer and the number
of Supplier Products allocated thereto.  Supplier understands and
agrees that such forecasts are not binding commitments of Distributor, and
Distributor agrees to keep such forecasts reasonably current and to notify
Supplier promptly of all material changes with respect thereto.





6.3           Marketing
Obligations.  Distributor shall (i) use its best efforts to
successfully stimulate interest in the Bundled Products within the Territory,
(ii) conduct its business in a manner that reflects favorably at all times on
the Supplier Products and Bundled Products and the good name, goodwill and
reputation of Supplier, (iii) avoid deceptive, misleading or unethical practices
that may be detrimental to Supplier, or the Supplier Products or the Bundled
Products, (iv) not make any representations, warranties or guarantees to third
parties with respect to Supplier, the Supplier Products or the Bundled Products
that are inconsistent with or in addition to those made in this Agreement or
made in writing by Supplier, and (v) not distribute the Bundled Products to any
person or entity that engages in illegal or deceptive trade practices or any
other practices proscribed under applicable law.





6.4           Reporting and Fees for Software
Product.  Within thirty (30) days following the end of each
month Distributor shall provide Supplier with a written report specifying (i)
the total number of copies of the Bundled Product that were sold during the
preceding month (ii) the total amount of fees due to Supplier for such sales
and, if payment is due, the total amount of such payment, and (iii) for each
pilot pursuant to Section 8.3, a report regarding the customer associated with
the pilot.





Page
 21


6.5           End-User
Support.  Supplier shall provide support relating to the
Bundled Product to its customers in accordance with Appendix 2.





6.6           Error
Reporting.  Distributor will promptly provide to Supplier
information regarding any Errors discovered by Distributor or Distributor’s
customers.





7.           SUPPLIER’S
OBLIGATIONS





7.1           Order Fulfillment and Shipping
Dates.  Upon acceptance of a Purchase Order, Supplier will use
commercially reasonable efforts to fill such order as provided
herein.  Shipping dates will be established by Supplier upon
acceptance of Purchase Orders from Distributor and will be as close as possible
to Distributor’s requested date.  Unless given written instruction by
Distributor, Supplier shall select the carrier.





7.2           Shipping
Terms.  Shipping terms are F.O.B. Origin, Supplier’s applicable
distribution facility.  Risk of loss shall pass from Supplier to
Distributor upon delivery to the common carrier or Distributor’s representative
at the F.O.B. point.  Delivery shall be deemed made upon transfer of
possession of the Supplier Products to the carrier.





7.3           Support.   Supplier
shall provide second-level and third-level support relating to the Licensed
Software directly to End User in accordance with Appendix 2.





8.
PURCHASE OF SUPPLIER PRODUCTS BY DISTRIBUTOR; PRICING; PAYMENT





8.1           Acceptance of
Orders.  Distributor shall order Supplier Products by
completing Supplier’s standard order form (each, a “Purchase Order”), all of
which shall be subject to acceptance by Supplier.  Supplier shall
acknowledge receipt of each Purchase Order in writing within fifteen (15) days
of receipt and shall either accept or reject such Purchase Order.  In
the event Supplier fails to acknowledge receipt of any Purchase Order within
such fifteen (15) day period, such Purchase Order shall be deemed
rejected.  In the event Supplier rejects a Purchase Order, the Parties
shall negotiate in good faith regarding possible changes in such Purchase Order
that would make it mutually acceptable.





8.2           Pricing.  Distributor
shall pay to Supplier the then-current list price minus the applicable discounts
set forth in Appendix 4.  Distributor shall set its own prices for the
Bundled Products in consultation with Supplier.  The prices listed in
Exhibit B do not include any additional charges for shipment, insurance, taxes,
duties, handling, or similar costs, all of which shall be paid by
Distributor.  The prices for the Supplier Products set forth on
Exhibit B shall be subject to change from time to time.  Supplier
shall provide Distributor with written notice thirty (60) days in advance of the
effective date of any such price increases.  Price changes will apply
to Supplier Products that are ordered by Distributor on or after the effective
date of the list price change.





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 22


8.3           Pilots and Product
Demonstrations.   Notwithstanding Section 8.2, Distributor
may distribute the Bundled Products in accordance with Section 4 at no charge to
a reasonable number of pilots.  Distributor may also make Bundled
Product presentations to prospective customers demonstrating the use of the
Bundled Products at no charge.  The total duration of a pilot for any
particular customer shall be limited to a maximum duration of six (6) weeks
unless Distributor has obtained Supplier’s prior written consent to a longer
term.





8.4           Product
Changes.  Supplier may, at its sole discretion and without
incurring any liability to the Distributor, change the features of or
discontinue the manufacture, license or sale of any Supplier Product available
hereunder.  Supplier shall use commercially reasonable efforts to
notify the Distributor in advance of any such change, but the Distributor
understands and agrees that Supplier cannot and does not make any warranty in
regards to advance notice of such change.





8.5           Invoices and Payment. The
balance owed by Distributor for each Purchase Order (collectively with the
Nonrefundable Fee, the “Fees”) shall be due and payable not later than
forty-five (45) days after shipment of the Supplier Products to
Distributor.  Distributor hereby grants to Supplier a purchase money
security interest in the Supplier Products and any proceeds Distributor receives
from the sale thereof until payment of the full Fees to
Supplier.  Distributor agrees to perform all acts Supplier reasonably
deems necessary or appropriate to perfect and maintain such security
interest.





8.6           Change
Order.  Distributor may cancel any Purchase Order at no charge
by delivering prior written notice to Supplier at least 10 days prior to the
scheduled shipment date.  Thereafter, Distributor shall be responsible
for the full amount of the Fees under such Purchase
Order.  Distributor may reschedule any Purchase Order one time for up
to 10 days at no charge by delivering prior written notice to Supplier at least
2 days prior to the scheduled shipment date.  Thereafter, Supplier
shall be entitled to ship the Supplier Products and Distributor shall be
responsible for the full amount of the Fees under such Purchase
Order.





8.7           Late Fees.  Any
overdue payments shall bear a late payment fee of one and a half percent (1.5%)
per month, or, if lower, the maximum rate allowed by law.





8.8           Taxes.Distributor shall be
required to pay all taxes, duties, and other charges of any nature (including
without limitation sales, use, excise, property, withholding, and value added
taxes) that are or may be levied or imposed by any government authority in
connection with the transactions hereunder (other than taxes based on Supplier’s
net income), and shall reimburse Supplier for any such amounts that are paid by
or collected from Supplier or withheld from amounts due to Supplier
hereunder.





8.9           No
Set-Off.  Distributor will not set-off or offset against fees
or royalties due to Supplier hereunder amounts that Distributor claims are due
to it.  Distributor will bring any claims or causes of action it may
have in a separate action and waives any rights it may have to offset, set-off,
or withhold payment due under this Agreement.


Page
 23





9.           MARKETING





9.1           Publicity.Within thirty (30)
days following the date of this Agreement, the parties agree to issue a joint
press release to announce their relationship.  Neither party shall
issue any press release or make any other public announcement or communication
regarding the transactions contemplated by this Agreement without the prior
written approval of the other, which approval shall not be unreasonably withheld
or delayed.





9.2           Marketing Communication
Materials.  Supplier will provide marketing communications
materials necessary to support Distributor’s marketing of Bundled Products
(e.g., electronic versions of literature, white papers, logos,
etc.).  Subject to the terms of this Agreement, Supplier hereby grants
to Distributor a non-exclusive, non-transferable, non-sublicensable license to
distribute such materials in electronic and print format.  Distributor
shall distribute such materials solely in conjunction with its marking efforts
hereunder.  Distributor may modify, remove, or append such materials
with Supplier’s prior written consent.  Upon termination of this
Agreement, Distributor shall return to Supplier or destroy all copies of the
materials provided under this Section 9.2 that have not been distributed by
Distributor as of the effective date of termination.





10.           CONFIDENTIALITY





10.1           Protection of Confidential
Information.  Each party recognizes the importance to the other
of the other’s confidential or proprietary information that may be providing to
such party in connection with this Agreement (“Confidential Information”), and
recognizes that the disclosing party’s Confidential Information (and the
confidential and proprietary nature thereof) is critical to the business of the
disclosing party and that each party would not enter into this Agreement without
assurance that such information and the value thereof will be protected as
provided in this Section 10.  As a result, each party agrees: (a) to
hold the other’s Confidential Information and any information derived there from
in confidence and use all reasonable efforts with respect to the handling and
protection of such Confidential Information (including, without limitation, all
precautions the recipient employs with respect to its own Confidential
Information); and (b) to only use such Confidential Information in its
performance of its obligations under this Agreement and its exercise of those
rights and licenses granted under this Agreement.  Further, each party
agrees not to circulate Confidential Information within its organization except
to those employees, officers and directors who have a legitimate “need to know”
such information and who are obligated by appropriate written agreements to keep
such information confidential in a manner no less restrictive than set forth in
this Agreement, and each party acknowledges and agrees that it is responsible
and liable for such persons’ compliance with such obligations.





Page
 24


10.2           Exclusions.Confidential
Information will not include information that the receiving party can prove
(a) was rightfully in the receiving party’s possession or known to the
receiving party without any obligation of confidentiality prior to receipt from
the disclosing party; (b) was independently developed by the receiving party as
a matter of record without reference to the disclosing party’s Confidential
Information; (c) was obtained from a third party who was not prohibited from
transmitting the information to the receiving party by a contractual, legal or
fiduciary obligation to the disclosing party; or (d) was or became generally
available to the public other than as a result of disclosure by the receiving
party; provided, however, that should any information come within any
circumstance listed in this sentence, this sentence does not authorize the
receiving party to infringe any Intellectual Property of the disclosing
party.





10.3           Disclosures Required by
Law.  If the receiving party is required to disclose the
disclosing party’s Confidential Information by law or a governmental authority,
including pursuant to a subpoena or court order, such Confidential Information
may be disclosed, provided that the receiving party: (a) promptly notifies
the disclosing party of the disclosure requirement; (b) cooperates with the
disclosing party’s reasonable efforts to resist or narrow the disclosure and to
obtain an order or other reliable assurance that confidential treatment will be
accorded the disclosing party’s Confidential Information; and (c) furnishes
only Confidential Information that the party is legally compelled to disclose
according to advice of its legal counsel.





11.           REPRESENTATIONS
AND WARRANTIES





11.1           Warranty.  Supplier
warrants to Distributor that the Supplier Products shall in normal use conform
in all material respects to their specifications set forth in the Documentation
for a period defined in Appendix 5 (“Warranty Period”).  All dates are
calculated from the date of shipment to Distributor.  In the event of
a failure of any Supplier Product to conform to its specifications during the
period defined in Exhibit D (“Warranty Periods”), Distributor shall return any
such non-conforming Supplier Product to Supplier for Supplier’s
inspection.  In the event that Supplier determines that such Supplier
Product does not conform to its specifications, Supplier shall have the right,
at its sole option, either: (i) to repair such Supplier Product to make it
conform to its specifications; (ii) to replace such Supplier Product with a
conforming Supplier Product; or (iii) to pay Distributor a pro-rated refund of
money paid by Distributor for such non-conforming Supplier Product less a
reasonable amount for the use of such Supplier Product to date.  The
foregoing expresses Distributor’s sole remedy, and Supplier’s sole liability,
for any breach of warranty by Supplier hereunder.





Page
 25


11.2           Scope of Warranty and
Exclusions.  The foregoing warranty is for the sole and
exclusive benefit of Distributor, and does not extend to any third parties,
including without limitation any customers.  The foregoing warranty is
solely and exclusively for Supplier Products, and does not apply to any other
goods or services of Supplier, Distributor or of third parties, and does not
apply to the combination of Supplier Products with any other goods or services,
or for any misuse or abuse of Supplier Products, or the use of Supplier Products
in any manner inconsistent with the applicable
Documentation.  Distributor shall not extend on Supplier’s behalf any
warranty from Supplier, nor shall Distributor direct or instruct any third
party, including without any customers, to contact Supplier directly or
indirectly with respect to either the Supplier Products or the Bundled
Products.  In the event that any such third party contacts Supplier
directly with respect to either the Supplier Products or the Bundled Products,
Supplier shall direct such third party to contact Distributor
directly.





11.3           Product
Returns.  Prior to returning any Supplier Product, whether for
exchange or warranty or non warranty action, Distributor must obtain a return
materials authorization (“RMA”) number from Supplier, and display such RMA
number prominently on the packaging for any such returned Supplier
Products.  Distributor must return all Supplier Products to Supplier
with shipping charges prepaid.  Supplier will not accept collect
shipments.  Any Products returned to Supplier other than in accordance
with the terms of this Agreement may be refused by Supplier, at its sole
discretion.





11.4           Out of Warranty
Repair.  For Supplier Products which fail to conform to their
specifications after the applicable warranty period has expired but during the
term of this Agreement, Distributor may return such Supplier Products to
Supplier for repair or replacement at Supplier’s then-current prices and terms
after obtaining an RMA number.





12.           INDEMNITY





12.1           By
Supplier.  Supplier shall defend or settle at its expense any
third party claim or suit instituted against Distributor arising out of or in
connection with an assertion that a Supplier Product infringes upon any United
States patent, any trademark rights enforceable in the United States, or any
copyright enforceable in the United States, or misappropriates any trade
secret.  Supplier shall pay any damages, costs of suit and reasonable
attorneys’ fees, if any, finally awarded against Distributor that are
attributable to any such suit or the amount of the settlement
thereof.





12.2           Additional Supplier
Obligations.In addition to the obligations of Section 12.1
above, if Supplier determines that a Supplier Product (or any portion thereof)
is or may be subject to an infringement claim, Supplier may, at its option and
expense, either procure for Distributor the right to continued using the
Supplier Products and the licenses granted under this Agreement, or replace or
modify the allegedly infringing component or item so that it becomes
non-infringing but substantially equivalent in functionality and
performance.  If Supplier determines that neither of the foregoing
alternatives is financially practical or otherwise reasonably available,
Supplier may immediately terminate this Agreement.


Page
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12.3           Exceptions and
Limitations.  Supplier’s obligations under this Section 12 will
not apply with respect to any of the Products or portions or components thereof
that are (i) provided by any third party, (ii) modified by any person other
than Supplier where the alleged infringement relates to such modification, (iii)
combined with other software or unsupported hardware where the alleged
infringement relates to such combination, or (iv) used other than in accordance
with this Agreement or the Documentation, nor shall Supplier’s obligations under
this Section 12 apply with respect to the Products to the extent the alleged
infringement relates to the bundling and not to the Supplier Products standing
alone.  In addition, Supplier’s obligations hereunder will not apply
to any alleged infringement occurring after Distributor has received written
notice from Supplier of such suit or proceeding unless Supplier has given
written permission for such continuing infringement.





12.4           By
Distributor.  Distributor shall indemnify, defend, and hold
Supplier harmless from and against any and all costs of suit and damages,
including but not limited to attorneys’ fees and costs, awarded in or paid in
the settlement of any third party claim or suit instituted against Supplier
arising out of, under or in connection with: (i) any claim of infringement or
misappropriation of any Intellectual Property excluded from Supplier’s indemnity
obligation by Section 12.3 above to the extent any such misappropriation or
infringement is caused by actions taken or allowed by Distributor;
(ii) Distributor’s misrepresentation of the functionality of the Supplier
Products or maintenance and support services provided or offered by Supplier, or
any services provided or offered by Distributor; (iii) any representations
or warranties made by Distributor to customers beyond the scope of this
Agreement, including, without limitation, Exhibit C, or otherwise expressly
authorized in writing by Supplier; (iv) Distributor’s breach of the provisions
of Section 4.6 above; (v) Distributor’s violation or alleged violation of
any applicable laws; or (vi) the conduct of Distributor’s
business.





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12.5           Procedures.  The
indemnification obligations set forth in this Section 12 will not apply unless:
(a) the party claiming indemnification provides written notice to the other
party of a claim, demand, suit or action, promptly after such claim, demand,
suit or action, is asserted in writing or by legal action against the party
claiming indemnification, provided that the failure of the party claiming
indemnification to so notify the indemnitor shall not relieve the indemnitor
from any obligation which the indemnitor would otherwise have pursuant to this
Agreement except to the extent that the indemnitor has been materially
prejudiced by such failure to so notify; (b) the party claiming indemnification
furnishes to the indemnitor, on request, information reasonably available to the
indemnified party for such defense; and (c) the party claiming indemnification
allows the indemnitor sole control of the defense and settlement of such claim,
demand, suit or action, provided that the indemnified party shall have the right
to employ separate counsel and participate in the defense and investigation of
such claim, demand, suit or action at its sole cost.  In the event any
such claim, demand, suit or action is based partially on an indemnified claim
described in Section 12.1 and partially on an indemnified claim described in
Section 12.4, any payments and reasonable attorneys fees incurred in connection
with such claims are to be apportioned between the parties in accordance with
the degree of cause attributable to such party.





12.6           Sole Remedy, Exclusive
Liability.THE FOREGOING PROVISIONS OF THIS SECTION 12 STATE
THE ENTIRE LIABILITY AND OBLIGATIONS OF SUPPLIER AND THE EXCLUSIVE REMEDY OF
DISTRIBUTOR WITH RESPECT TO ANY ALLEGED VIOLATION OR INFRINGEMENT OF ANY
PROPRIETARY RIGHTS OF ANY THIRD PARTY.





13.           LIMITATIONS
OF LIABILITY





EXCEPT
WITH RESPECT TO LIABILITY ARISING UNDER SECTIONS 5 (LICENSES), 10
(CONFIDENTIALITY), OR 12 (INDEMNITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR (A) SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR (B) AGGREGATE LIABILITY IN
EXCESS OF THE TOTAL FEES PAID OR OWED TO SUPPLIER BY DISTRIBUTOR FOR SUPPLIER
PRODUCTS HEREUNDER.





14.           TERM
AND TERMINATION





14.1           Term.This Agreement will take
effect on the Effective Date, and, unless earlier terminated as set forth
herein, shall continue for 3 years.   The Agreement shall
automatically renew for successive one-year periods unless either party provides
the other with written notice of its intent to not renew at least sixty days
prior to the expiration of the then current term.





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 28


14.2           Termination for
Cause.  A party may terminate this Agreement by written notice
if the other party materially breaches its obligations hereunder and the other
party has not cured such breach within thirty (30) days after written notice
thereof from the non-breaching party.





14.3           Effect of
Termination.  Upon termination or expiration of this Agreement,
all of the rights and obligations of the parties shall terminate except for
Sections 6, 8.5, 8.7, 8.8, 8.9, 10, 11, 12, 13, 14.3 and 15, which shall survive
any such termination or expiration.   In addition, should any
customer End User Agreements extend beyond the termination of this Agreement,
Sections 6.5 and 7.3 shall remain in effect solely to the extent necessary to
fulfill each party’s obligations with respect to such Customer for the duration
of such End User Agreement.





15.           GENERAL





15.1           Auditing.  Supplier
or an independent third party authorized by Supplier may, with at least five (5)
days prior notice to Distributor, enter onto the premises of Distributor during
Distributor’s normal business hours, with Distributor’s assistance and
cooperation, to verify compliance with the terms of this Agreement.





15.2           Governing Law;
Forum.  This Agreement shall be governed by the laws of the
State of Texas, without regard to principles of conflict of
laws.  Should either party wish to initiate litigation related to this
Agreement against the other party, such action shall take place exclusively in
the state or federal courts located in Colin (Collin) County, Texas. Each party
shall be entitled to enforce a judgment or injunction in any court of competent
jurisdiction.





15.3           Assignment.  Neither
party may assign this Agreement or the rights or obligations thereunder without
the written consent of the other party.  However, notwithstanding the
foregoing, Supplier may assign this Agreement as part of a merger, acquisition,
or sale of all or substantially all of Supplier’s assets.  Any
purported assignment that is in breach of this section shall be null and
void.  This Agreement will be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and
assigns.





15.4           Severability.  If
any provision of this Agreement, or the application thereof, shall for any
reason and to any extent be held to be invalid or unenforceable, the remainder
of this Agreement and the application of such provision to other persons or
circumstances shall be interpreted so as best to reasonably effect the intent of
the parties hereto.  The parties further agree to replace such invalid
or unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of the invalid or unenforceable provision.





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 29


15.5           Entire
Agreement.  This Agreement and the attached exhibits constitute
the entire understanding and agreement of the parties hereto with respect to the
subject matter hereof and thereof and supersede all prior and contemporaneous
agreements or understandings, inducements or conditions, express or implied,
written or oral, between the parties with respect hereto and
thereto.





15.6           Amendment and
Waivers.  Any term or provision of this Agreement may be
amended, and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only by a writing signed by the party to be bound thereby.  The waiver
by a party of any breach hereof for default in payment of any amount due
hereunder or default in the performance hereof shall not be deemed to constitute
a waiver of any other default or any succeeding breach or default.





15.7           Notices. All notices,
requests, demands and other communications made under, pursuant to or in
accordance with this Agreement, except for normal day-to-day business
communications which may be made orally or in a writing sent by fax, regular
mail or hand delivered without need for a receipt, shall be in writing and shall
either be delivered personally or deposited in the United States mails and sent
by first-class mail, certified, return receipt requested, postage prepaid and
properly addressed as follows:





If to
Purchaser, to:





Telmarine
Communications Inc


6509
Windcrest Drive #160


Plano
Texas 75024


ATTN:
Chief Executive Officer





If to
Seller, to:





Cistera
Networks Inc


6509
Windcrest Drive #160


Plano
Texas 75024


ATTN:
Chief Executive Officer (President?)





15.8           Independent Contractor
Relationship.  Nothing contained in this Agreement shall be
deemed or construed as creating a joint venture or partnership between any of
the parties hereto.  No party is by virtue of this Agreement
authorized as an agent, employee or legal representative of any other
party.  No party shall have the power to control the activities and
operations of any other and their status is, and at all times, will continue to
be, that of independent contractors with respect to each other.  No
party shall have any power or authority to bind or commit any
other.  No party shall hold itself out as having any authority or
relationship in contravention of this Section.





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 30


15.9           Non-Solicitation.During
the term of this Agreement and for a period of one (1) year after termination
thereof, each party agrees that it will not, and will ensure that its affiliates
do not, directly or indirectly, solicit or attempt to solicit for employment any
persons employed by the other party or contracted by the other party to provide
services to such party.





15.10           Injunctive
Relief.  The parties agree that any breach of the license or
confidential information sections of this Agreement would result in irreparable
injury for which there is no adequate remedy at law.  Therefore, in
the event of any breach or threatened breach of the license or confidential
information sections of this Agreement, the aggrieved party will be entitled to
seek equitable relief, in addition to its other available legal remedies, in a
court of competent jurisdiction.





15.11           Force
Majeure.  Neither party shall be deemed to have breached any
provision of this Agreement, other than the payment of money, as a result of any
delay, failure in performance, or interruption of service resulting directly or
indirectly from acts of God, network failures, acts of civil or military
authorities, civil disturbances, wars, energy crises, fires, transportation
contingencies, interruptions in third-party telecommunications or Internet
equipment or service, other catastrophes, or any other occurrences which are
beyond such party’s reasonable control.





15.12           Legal Fees.  The
prevailing party in any legal action shall be entitled to recover reasonable
attorneys’ fees and expenses in connection with such action.





15.13           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall
constitute an original and all of which together shall constitute one and the
same instrument.





IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the day
and year first above written.





For
      Telmarine:
              
              Telmarine
      Communications Inc
              By:
      Gregory Royal
              Chief
      Executive Officer
              
              
              ___________________________
            For
      Cistera:
              
              Cistera
      Networks Inc
              By
      James T Miller
              President
              
              
              _______________________________


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APPENDIX
1 – DISTRIBUTOR PRODUCTS





·
            Telmarine
      CommServer 2500


·
            Telmarine
      CommBridge 500


·
            Telmarine
      DataBridge 250





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 32


APPENDIX
2 – SUPPORT





1.
Telmarine offers services on the Support Terms as follows:





a.
            Upon
      request by the Licensee advice by telephone on the use of the
      Software;


b.
            Upon
      request by the Licensee information and advice by telephone as to
      forthcoming new releases of the
Software;


c.
            Upon
      request by the Licensee the diagnosis of faults in the Software and
      instructions as to the rectification of such faults by
      telephone;


d.
            Upon
      request by the Licensee and upon return of the media containing the
      previous release the creation and despatch to the Licensee of Maintenance
      Releases;


e.
            Upon
      request by the Licensee and upon return of the media containing the
      previous release the despatch to the Licensee from time to time of any New
      Release of the Software.





2.           The
Licensee shall supply in writing to Telmarine a detailed description of any
fault requiring the Support Services and the circumstances in which it arose
forthwith upon becoming aware of the same.





3.           Between
the hours of 8.30 am and 5.30 pm Monday through to Friday (excluding bank and
other public holidays) Telmarine shall use its reasonable endeavors to respond
to the Licensee within 24 hours of a request for Services.





4.           The
Services shall not include the diagnosis and rectification of any fault
resulting from:


a.
            The
      improper use operation or neglect of the Software or the equipment upon
      which they are run:


b.
            The
      modification of the Software or its merger (in whole or in part) with any
      other software except as permitted by the
  License;


c.
            The
      failure by the Licensee to implement recommendations in respect of or
      solutions to faults previously advised by
  Telmarine;


d.
            Any
      repair adjustment alteration or modification of the Software by any person
      other than Telmarine without Telmarine’s prior
  consent;


e.
            The
      Licensee using a release of the Software which is not the latest release
      of the Software from time to time and is not the release which was issued
      prior to the latest release of the Software from time to
    time.


f.
            The
      use of the Software for a purpose for which it was not
      designed;


g.
            Rectification
      of lost or corrupted data arising for any reason other than Telmarine’s
      own negligence;


h.
            Loss
      or damage caused directly or indirectly by operator error or
      omission;


i.
            Loss,
      damage or faults caused directly or indirectly by any alteration, upgrade
      or new release of any software operating in conjunction or closely with
      the Software;


j.
            a
      fault in the equipment or in any other software operating in conjunction
      with or closely with the
Software.


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 33


5.           With
the exception of the faults set out in points 4.4.6 and 4.4.7 above, Telmarine
shall upon request by the Licensee provide Support notwithstanding that the
fault results from any of the circumstances described in clause 4.4 above or
shall provide Support to the Licensee in circumstances which are not covered by
these Support Terms.





6.           Without
prejudice to clause 4.5 above Telmarine shall be entitled to levy reasonable
Additional Charges in the manner set out in clause 4.7 below if Support is
provided in circumstances where any reasonably skilled and competent data
processing operator would have judged the Licensee’s request to have been
unnecessary.





7.           Additional
Charges shall be levied by Telmarine monthly in arrears and shall be paid by the
Licensee (together with value added tax thereon) within 14 days of receipt of an
invoice therefore.





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 34


APPENDIX
3 – END USER LICENSE AGREEMENT





You
(“Licensee”) have acquired a device (“Hardware”) incorporating software
(“Licensed Software”) developed by Telmarine Networks (“Telmarine”), which also
includes software licensed by Telmarine from one or more software licensors
(“Third-Party Software”). These products, as well as associated media, printed
materials and “online” or electronic documentation are protected by
international intellectual property laws and treaties. The Licensed Software is
licensed, not sold. All rights reserved.





If you
have employed/contracted a third party (“Third-Party Services Provider”) and/or
individual to install and configure the Hardware and/or Licensed Software, then
you hereby authorize the Third-Party Services Provider to accept this EULA on
your behalf.  Such acceptance occurs upon the installation and/or
configuration of the Hardware and Licensed Software.





IF YOU DO
NOT AGREE WITH THIS END USER LICENSE AGREEMENT (“EULA”) DO NOT USE THE TELMARINE
TECHNOLOGY (DEFINED BELOW). INSTEAD, PROMPTLY CONTACT TELMARINE FOR INSTRUCTIONS
ON RETURN OF THE UNUSED TELMARINE TECHNOLOGY. ANY USE OF THE LICENSED SOFTWARE,
INCLUDING BUT NOT LIMITED TO USE ON THE HARDWARE OR OTHER COMPUTING DEVICES,
WILL CONSTITUTE YOUR AGREEMENT TO THIS EULA (OR RATIFICATION OF ANY PREVIOUS
CONSENT)





Interpretation





In this
EULA, save where the context otherwise requires, the following words and phrases
shall have the following meanings:





"Agreement"
this EULA together with any Purchase Order or other order form that specifies
the prices for and use of the Hardware and the Licensed Software.





"Telmarine
Technology" one unit of the Hardware or the Licensed Software, sold as a single
product unit.





"Documentation"
any documentation supplied to Licensee by Telmarine from time to time during the
term of this EULA and which relates to the Hardware or Licensed
Software.





"Intellectual
Property Rights" patents, trade marks, service marks, registered designs and
applications for any of the foregoing, copyright, know-how confidential
information, trade or business names, design rights and any other similar rights
protected in any country.





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 35


"Object
Code" the directly executable computer software program in binary code derived
from Source Code using a compiler or otherwise.





"Source
Code" all material necessary to enable a programmer of reasonable skill and
experience to maintain and enhance software, including but not limited to,
logic, logic diagrams, flow charts, orthographic representations, algorithms,
routines, sub-routines, utilities, modules, file structures, coding sheets,
specifications and the program instructions.





License





1.1           License
Grant.  Telmarine hereby grants to Licensee a personal,
perpetual, non-transferable and nonexclusive license to use the Telmarine
Technology solely for Licensee’s internal business purposes at a site owned or
leased by Licensee and specified on the Schedule of the Software License
Agreement. (each “Site”).  Documentation may be copied and used at a
Site as reasonably necessary in connection with Licensee’s authorized use of the
respective Telmarine Technology.





1.2           License
Restrictions.  Licensee may not: (i) modify, adapt, decompile,
disassemble, or reverse engineer any Telmarine Technology; (ii) create
derivative works based on any Telmarine Technology; (iii) make copies of any
Telmarine Technology, except for one copy of the machine readable code of the
Licensed Software solely for backup or archival purpose; (iv) allow any third
party to use or have access to any Telmarine Technology or Documentation; (v)
transfer Telmarine Technology to any other location not specified in this
Agreement, or sublicense to any third party, any Telmarine Technology or
Documentation, or any part thereof; (vi) use any Telmarine Technology to perform
Value Added Services (as defined below) without prior written permission from
Telmarine. Any copy of any Telmarine Technology or Documentation made by
Licensee, including any partial copy, is the property of
Telmarine.  Licensee will include on each such copy all copyright,
trademark and other proprietary rights notices included by Telmarine on the
originals.  As used in this Agreement, “Value Added Services” means
using the Telmarine Technology in connection with providing services to any
third party, including installation, integration and testing of hardware,
software and/or networking solutions.





1.3           Licensee
may only use the Licensed Software on the Hardware.





Property
Rights





2.1           Ownership.  Licensee
acknowledges and agrees that: (i) the Licensed Software and Documentation are
the property of Telmarine or its licensors, and not Licensee, and (ii) Licensee
will use the Telmarine Technology and Documentation only under the terms and
conditions described herein.





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 36


2.2           No Publication.  The
grant of the licenses hereunder and the carrying out of the transactions
contemplated hereby shall not be deemed publication by either party of all or
any portion of the Telmarine Technology.





2.3           Confidentiality.  Licensee
acknowledges that the Telmarine Technology and Documentation contain valuable
proprietary information and trade secrets of Telmarine and that it shall take
reasonable measures to protect the secrecy of, and avoid disclosure and
unauthorized use of, the Telmarine Technology and
Documentation.  Without limiting the foregoing, Licensee agrees: (i)
to take with respect to the Telmarine Technology and Documentation at least
those measures that it takes to protect its own confidential information; and
(ii) that the Telmarine Technology and Documentation may not be disclosed,
reproduced, summarized, distributed or used except as necessary to exercise the
license granted hereunder.





2.4           Trademarks. Licensee
acknowledges Telmarine’s ownership of the trademark "Telmarine" the Telmarine
Technology names, and all related trademarks and service
marks.  Licensee further acknowledges that it will acquire no interest
in such trademarks and service marks by virtue of this Agreement or the
performance by Licensee of its duties and obligations under this
Agreement.  Licensee agrees not to use the name "Telmarine" or any of
the Telmarine Technology names or marks (or any confusingly similar name or
symbol), in whole or in part, as part of Licensee's business or trade
name.





Telmarine
grants to Licensee the non-exclusive, limited right to use the Telmarine
Technology names and marks solely in connection with the license, granted to
Licensee under this Agreement.  Telmarine makes no warranty, express
or implied, to Licensee concerning the use or validity of such names and
marks.





Upon
termination of this Agreement, Licensee agrees not to use Telmarine’s
proprietary names and marks or any names or marks similar in sound or
appearance.





2.5           Third Party Software. The
Telmarine Technology contains Third Party Software. Some of the Third Party
Software may be open source software subject to an open source license other
than the GPL. In addition, some of the Third Party Software may be subject to a
license agreement that limits its use, distribution and modification. Licensee
shall comply with the terms of the applicable license for the Third Party
Software.  Most Third Party Software is distributed with a copy of the
applicable license.  However, if Licensee is unable to determine the
applicable license for any Third Party Software, Licensee shall not copy,
redistribute, translate, decompile, reverse engineer, or otherwise modify the
Third Party Software, or rent, lease, or otherwise transfer rights to the Third
Party Software, without the written consent of the owner of the Third Party
Software.





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 37


Term
and Termination





3.1           Term.  This
Agreement shall commence on the Effective Date and shall remain in effect unless
terminated as provided herein. Termination of this Agreement, unless terminated
for cause under Subsection 4.2 below, shall not affect any perpetual licenses.
Such perpetual licenses shall continue in effect and the terms and conditions
contained in Subsection 3.3, Survival of Obligations, shall govern such
Telmarine Technology and Documentation.





3.2           Termination for
Cause.  This Agreement shall terminate immediately if Licensee
attempts to reverse engineer the Telmarine Technology.  Otherwise,
this Agreement may be terminated by either party for a breach of any of its
material terms, provided the non-breaching party provides to the breaching party
30 days written notice describing such breach and offering the breaching party
an opportunity to cure.  Failure to cure a material breach within the
notice period shall result in automatic termination of this
Agreement.





3.3           Survival of
Obligations.  The obligations of the parties under this
Agreement, which by their nature would continue beyond the termination,
cancellation or expiration of this Agreement, shall survive termination,
cancellation or expiration of this Agreement.





3.4           Effect of Termination. Upon
the termination of this Agreement:





(a)           All
fees incurred by Licensee as of the date of termination will be immediately due
and payable to Telmarine.





(b)           All
rights and licenses granted by Telmarine to Licensee under this Agreement will
terminate.





(c
)           Licensee must
immediately cease use of the Telmarine Technology, remove the Licensed Software
from all computers, servers and appliances, and return all copies of the
Telmarine Software and Documentation to Telmarine, or, at Telmarine’s option,
destroy all copies of the Telmarine Software and Documentation in any
form





(d)           Within
five (5) business days of such termination, Licensee must certify to Telmarine
in writing that Licensee has complied with Section 3.4(c) above.





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Intellectual
Property Indemnity





4.1           Indemnity.  Subject
to the limitations of Sections 4.2 and 6.2, Telmarine will defend, at its own
expense, any claim, suit or proceeding brought against Licensee to the extent it
is based upon a claim that any Licensed Program licensed pursuant to this
Agreement infringes upon any patent or any copyright or trade secret of any
third party.  Licensee agrees that it shall promptly notify Telmarine
in writing of any such claim or action and give Telmarine full information and
assistance in connection therewith.  Telmarine shall have the sole
right to control the defense of any such claim or action and the sole right to
settle or compromise any such claim or action.  If Licensee complies
with the provisions hereof, Telmarine will pay damages, costs and expenses
finally awarded to third parties against Licensee in such action (except as
limited by Sections 4.2 and 6.2).  If the Telmarine Technology is, or
in Telmarine’s opinion might be, held to infringe as set forth above, Telmarine
may, at its option replace or modify such Telmarine Technology so as to avoid
infringement, or procure the right for Licensee to continue the use of such
Telmarine Technology.  If neither of such alternatives is, in
Telmarine’s opinion, commercially reasonable, such Telmarine Technology shall be
returned to Telmarine and Telmarine’s shall refund the License Fee paid by
Licensee to Telmarine for such Telmarine Technology.





4.2           Limitations.  Telmarine
will have no liability for, and no obligation to defend Licensee against, any
claim of infringement to the extent such claim is based on (a) use of a
Telmarine Technology outside the scope of this Agreement; (b) use of a
superseded or altered release of a Telmarine Technology if the infringement
would have been avoided by the use of a current unaltered release of the
Telmarine Technology; (c) the combination, operation, or use of a Telmarine
Technology with other software, hardware or other materials if such infringement
would have been avoided by avoiding the use of the Telmarine Technology with
such software, hardware or other materials; (d) a theory of inducement of
infringement or contributory infringement; (e) any modification of the Telmarine
Technology not made by Telmarine; or (f) Licensee’s use of the Telmarine
Technology after Telmarine’s notice that Licensee shall cease use of the
Telmarine Technology due to such claim.





4.3           Entire
Liability.  TO THE FULL EXTENT PERMITTED BY LAW, THE FOREGOING
STATES THE ENTIRE LIABILITY OF TELMARINE TO LICENSEE CONCERNING INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS, INCLUDING BUT NOT LIMITED TO PATENT, COPYRIGHT AND
TRADE SECRET RIGHTS.





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WARRANTY





5.1           Licensed Software Warranty.
Telmarine warrants that for a period of sixty (60) days from the date of
delivery (the “Warranty Period”), the Licensed Software will operate
substantially in accordance with the applicable Documentation. Telmarine does
not warrant that the functions contained in the Telmarine Technology will meet
Licensee’s requirements or that the operation of the Telmarine Technology will
be uninterrupted or error free. If, during the Warranty Period, the Licensed
Software does not operate substantially in accordance with such Documentation,
Licensee may so inform Telmarine in writing and provide to it, such information
and materials as Telmarine may reasonably request to document and reproduce such
problem and to verify whether any proposed solution corrects such
problem.  Such information may include a written explanation of such
problem, a written description of the operating environment, and (if permitted)
a copy of any software program used with the Telmarine
Technology.  Following the receipt of such information and materials,
if Telmarine determines that the Licensed Software does not operate
substantially in accordance with such Documentation, then Telmarine will at its
election, (a) modify the Telmarine Technology so that it does operate
substantially in accordance with such Documentation,  (b) replace the
Licensed Software with other Telmarine products offering substantially similar
functionality or, (c) if (a) or (b) is not commercially feasible, refund the
License Fee paid by Licensee to Telmarine for such Licensed Software. The
foregoing is Telmarine’s and its licensors’ entire liability to Licensee, and
Licensee’s exclusive remedy for defects in any Licensed Software.





5.2           Exclusions.  Telmarine
will have no responsibility, warranty or other obligations whatsoever with
respect to:  (a) the use of Telmarine Technology in a manner
inconsistent with the respective Documentation or this Agreement, (b) any
Telmarine Technology which has been modified by anyone other than Telmarine, (c)
failure of a Telmarine Technology as a result of accident, abuse or
misapplication.





5.3           Limited Media
Warranty.  Telmarine represents and warrants that the media, if
any, on which the Licensed Software is furnished will be free from defects in
material and workmanship under normal use for a period of sixty (60) days from
the date of delivery of the Telmarine Technology to Licensee.





5.4           Licensed Hardware Warranty.
Telmarine warrants that for a period of one year from the date of delivery (the
“ Licensed Hardware Warranty Period”), the Licensed Hardware licensed hereunder
as part of the Telmarine Technology will operate substantially in accordance
with the respective Documentation, subject to the restrictions of Clauses 5.2
and 5.3.





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5.5           No Other
Warranties.  THE EXPRESS WARRANTIES IN THIS SECTION 5 ARE IN
LIEU OF ALL LIABILITIES OF TELMARINE FOR DAMAGES, ARISING OUT OF OR IN
CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE LICENSED TECHNOLOGY OR
DOCUMENTATION.  TELMARINE EXPRESSLY DISCLAIMS, TO THE FULL EXTENT
PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE
LICENSED TECHNOLOGY OR DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM THE COURSE
OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE.  THESE DISCLAIMERS
OF WARRANTY AND LIMITATIONS OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS
AGREEMENT.





Limitation
of Liability





6.1           
EXCEPT FOR TELMARINE’S OBLIGATIONS UNDER SECTION 5 ABOVE, LICENSEE AGREES THAT
TELMARINE’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID
BY LICENSEE TO TELMARINE FOR THE PARTICULAR LICENSED TECHNOLOGY
INVOLVED.  IN NO EVENT WILL TELMARINE BE LIABLE FOR COSTS OF
PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF DATA OR
ANY OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF WHATEVER NATURE ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE TELMARINE TECHNOLOGY OR THE
DOCUMENTATION, EVEN IF TELMARINE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
WARRANTY.





6.2           YOUR
USE OF THE HARDWARE AND/OR LICENSED SOFTWARE MAY BE REGULATED BY STATE, FEDERAL
OR LOCAL LAWS (INCLUDING, BUT NOT LIMITED TO, LAWS WITH RESPECT TO INTERCEPTING
AND RECORDING ELECTRONIC OR TELEPHONIC TRANSMISSIONS AND/OR CONVERSATIONS) AND
YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH THESE LAWS IN CONNECTION WITH THE
USE AND OPERATION OF THE HARDWARE AND LICENSED
SOFTWARE.  NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO
THE CONTRARY, IN NO EVENT SHALL TELMARINE BE RESPONSIBLE OR LIABLE TO YOU OR ANY
THIRD PARTY FOR YOUR FAILURE TO COMPLY WITH THESE LAWS.





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General





7.1           Notices.  All
notices under this Agreement shall be sent to a party at the respective address
indicated in the introductory paragraph hereof, or to such other address as such
party shall have notified the other.  All such notices so addressed
shall be deemed duly given (a) upon delivery, if delivered by courier or by hand
(against receipt); or (b) three days after posting, if sent by certified or
registered mail, return receipt requested.





7.2           Governing Law; Jurisdiction;
Attorneys’ Fees.  This Agreement shall be construed and
controlled by the laws of the State of Texas, without reference to conflicts of
law principles. If either party brings any action to enforce any rights arising
out of or relating to this Agreement (whether or not suit is filed), the
prevailing party shall be entitled to recover its costs and expenses related to
such action, including reasonable attorneys’ fees.





7.3           Export
Controls.  Licensee specifically acknowledges that the
Telmarine Technology and Documentation may be subject to United States and other
country export control laws.  Licensee shall comply strictly with all
requirements of all applicable export control laws and regulations with respect
to all such software and materials.





7.4           Restricted
Rights.  If Licensee is an agency, agent, unit, or
instrumentality of the United States Government then use, duplication or
disclosure of the Telmarine Technology is subject to the restrictions set forth
in subparagraphs (a) through (d) of the Commercial Computer Restricted Rights
clause at FAR 52.227 19 when applicable, or in subparagraph (c)(l)(ii) of the
Rights in Technical Data and Computer Software clause at DFARS 252.227 7013, or
at 252.211 7015, or to Telmarine’s standard commercial license, as applicable,
and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is
Telmarine Communications Inc, 6509 Windcrest Drive, Suite 160, Plano, TX
75024.





7.5           Severability.  If
any provision in this Agreement is found or held to be invalid or unenforceable,
then the meaning of such provision shall be construed, to the extent feasible,
so as to render the provision enforceable, and if no feasible interpretation
would save such provision, it shall be severed from the remainder of this
Agreement which shall remain in full force and effect unless the severed
provision is essential and material to the rights or benefits received by either
party.  In such event, the parties shall use their best efforts to
negotiate, in good faith, a substitute, valid and enforceable provision or
agreement that most nearly affects their intent in entering into this
Agreement.





7.6           No Waiver.  A waiver
of a breach or default under this Agreement shall not be a waiver of any other
breach or default.  Failure of either party to enforce compliance with
any term or condition of this Agreement shall not constitute a waiver of such
term or condition unless accompanied by a clear written statement that such term
or condition is waived.





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7.7           No Assignment. This Agreement
and the rights hereunder are not transferable or assignable without the prior
written consent of the parties hereto.





7.8           Force
Majeure.  Except for payments due under this Agreement, neither
party will be responsible for any failure to perform due to causes beyond its
reasonable control (each a "Force Majeure"), including, but not limited to, acts
of God, war, riot, embargoes, acts of civil or military authorities, denial of
or delays in processing of export license applications, fire, floods,
earthquakes, accidents, strikes, or fuel crises.





7.9           Entire Agreement;
Modifications.  This Agreement contains the entire
understanding of the parties with respect to the matters contained herein. Any
deviations from or additions to the terms of this Agreement must be in writing
and will not be valid unless confirmed in writing by duly authorized officers of
Telmarine and Licensee.





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APPENDIX
4 – DISCOUNT SCHEDULE








Software
      Discount A
            60%Hardward
      Discount B
            40%Support
      and Maintenance Discount C
            20%





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APPENDIX
5 – WARRANTY PERIOD





1 Licensed Software
Warranty. Telmarine warrants that for a period of sixty (60) days from
the date of delivery (the “Warranty Period”), the Licensed Software will operate
substantially in accordance with the applicable Documentation. Telmarine does
not warrant that the functions contained in the Telmarine Technology will meet
Licensee’s requirements or that the operation of the Telmarine Technology will
be uninterrupted or error free. If, during the Warranty Period, the Licensed
Software does not operate substantially in accordance with such Documentation,
Licensee may so inform Telmarine in writing and provide to it, such information
and materials as Telmarine may reasonably request to document and reproduce such
problem and to verify whether any proposed solution corrects such
problem.  Such information may include a written explanation of such
problem, a written description of the operating environment, and (if permitted)
a copy of any software program used with the Telmarine
Technology.  Following the receipt of such information and materials,
if Telmarine determines that the Licensed Software does not operate
substantially in accordance with such Documentation, then Telmarine will at its
election, (a) modify the Telmarine Technology so that it does operate
substantially in accordance with such Documentation,  (b) replace the
Licensed Software with other Telmarine products offering substantially similar
functionality or, (c) if (a) or (b) is not commercially feasible, refund the
License Fee paid by Licensee to Telmarine for such Licensed Software. The
foregoing is Telmarine’s and its licensors’ entire liability to Licensee, and
Licensee’s exclusive remedy for defects in any Licensed Software.





2
Exclusions.  Telmarine will have no responsibility, warranty or
other obligations whatsoever with respect to:  (a) the use of
Telmarine Technology in a manner inconsistent with the respective Documentation
or this Agreement, (b) any Telmarine Technology which has been modified by
anyone other than Telmarine, (c) failure of a Telmarine Technology as a result
of accident, abuse or misapplication.





3 Limited Media
Warranty.  Telmarine represents and warrants that the media, if
any, on which the Licensed Software is furnished will be free from defects in
material and workmanship under normal use for a period of sixty (60) days from
the date of delivery of the Telmarine Technology to Licensee.





4 Licensed Hardware
Warranty. Telmarine warrants that for a period of one year from the date
of delivery (the “ Licensed Hardware Warranty Period”), the Licensed Hardware
licensed hereunder as part of the Telmarine Technology will operate
substantially in accordance with the respective Documentation, subject to the
restrictions of Clauses 5.2 and 5.3.





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5 No Other
Warranties.  THE EXPRESS WARRANTIES IN THIS SECTION ARE IN LIEU
OF ALL LIABILITIES OF TELMARINE FOR DAMAGES, ARISING OUT OF OR IN CONNECTION
WITH THE DELIVERY, USE OR PERFORMANCE OF THE LICENSED TECHNOLOGY OR
DOCUMENTATION.  TELMARINE EXPRESSLY DISCLAIMS, TO THE FULL EXTENT
PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE
LICENSED TECHNOLOGY OR DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM THE COURSE
OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE.  THESE DISCLAIMERS
OF WARRANTY AND LIMITATIONS OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS
AGREEMENT.





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EXHIBIT
E - COPYRIGHT ASSIGNMENT AGREEMENT





This
Agreement is made between Cistera Networks Inc of 6509 Windcrest Drive #160,
Plano Texas 75024, (“Cistera”) and Telmarine Communications Inc (“Telmarine“),
whose address is 6509 Windcrest Drive #160, Plano Texas 75024, represents and
warrants that he/she is the sole creator and owner of Cistera LMRConnect and LMR
Record (the “Work”), designed and holds the complete and undivided copyright
interest to the Work.





For
valuable consideration, receipt and sufficiency of which are hereby
acknowledged, Telmarine and Cistera agree as follows:





Cistera
does hereby sell, assign, and transfer to Telmarine, its successors and assigns,
the entire right, title and interest in and to the copyright in the Work and any
registrations and copyright applications relating thereto and any renewals and
extensions thereof, and in and to all works based upon, derived from, or
incorporating the Work, and in and to all income, royalties, damages, claims and
payments hereafter due or payable with respect thereto, and in and to all causes
of action, either in law or in equity for future infringement based on the
copyrights, and in and to all rights corresponding to the foregoing throughout
the world.





Cistera
agrees to execute all papers and to perform such other proper acts as Telmarine
may deem necessary to secure for Telmarine or its designee the rights herein
assigned.





IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the day
and year first above written.





Purchaser:
              
              Telmarine
      Communications Inc
              By:
      Gregory Royal
              Chief
      Executive Officer
              
              ___________________________
            Seller:
              
              Cistera
      Networks Inc
              By
      James T Miller
              President
              
              _______________________________





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 47


EXHIBIT
F - TRADEMARKS ASSIGNMENT AGREEMENT





This
TRADEMARK ASSIGNMENT
AGREEMENT (this "Agreement") is made and entered into this ___ day of
_______ 2010, by and between TELMARINE COMMUNCIATIONS INC.,
a Texas corporation ("Assignee") and CISTERA NETWORKS INC a
Nevada corporation ("Assignor").





WHEREAS,
the Assignor, a limited liability company (this is not correct? Not an LLC))
registered in Nevada, owns the trademarks as defined in Appendix 1 (the
"Trademarks").





WHEREAS,
the Assignee is a limited liability company (this is not correct? Not an LLC )
register in Texas.





WHEREAS,
the Assignor agrees to assign the Trademarks to the Assignee and the Assignee
agrees to accept the assignment of the Trademarks.





NOW, THEREFORE, in
consideration of the mutual covenants, agreements, representations and
warranties contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:





1.   Transfer
of Trademarks





The
Assignor agrees to change the registered owner of the Trademarks into the
Assignee and the Assignee agrees to accept the change of the registered owner of
the following Trademarks.





2.   Registration
Fees





The
registration for the change of the registered owner of the Trademarks shall be
undertaken by the Assignor and the Assignor shall bear the registration fees
incurred hereby.





3.   Representations
and Warranties





3.1           The
Assignor hereby represents and warrants as follows:





3.1.1           The
Assignor has the exclusive ownership of the Trademarks and no rights or equity
of any third party is prejudiced due to the using of the Trademarks. There is no
litigation or any other disputes arising from or relating to the
Trademarks.





3.1.2           The
Assignor, subject to its business scope and corporate power, has obtained full
authority and all consents and approvals of any other third party and government
necessary to execute and perform this Agreement, which shall not be against any
enforceable and effective laws or contracts.





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 48


3.1.3           Once
this Agreement has been duly executed by both parties, it will constitute a
legal, valid and binding agreement of the Assignor enforceable against it in
accordance with its terms upon its execution.





3.1.4           The
Assignor will not engage in any action that will be detrimental to the validity
of the Trademarks after the completion of the assignment.





3.2           The
Assignee hereby represents and warrants as follows:





3.2.2           The
Assignee, subject to its business scope and corporate power, has taken necessary
steps and obtained full authority and all consents and approvals of any other
third party and governmental necessary to execute and perform this Agreement,
which shall not be against any enforceable and effective laws or
contracts.





3.2.3           Once
this Agreement has been duly executed by both parties, it will constitute a
legal, valid and binding agreement of the Assignee enforceable against it in
accordance with its terms.





4.   Effective
Date and Term





This
Agreement has been duly executed by their authorized representatives as of the
date first set forth above and shall be effective simultaneously.





5.   Arbitration





Any
controversy or dispute arising out of or relating to this Agreement or its
subject matter which the parties are unable to resolve within ten (10) days
after written notice by one party to the other party of the existence of such
controversy or dispute, may be submitted to binding arbitration by either party.
If so submitted to arbitration, the matter shall be finally settled by binding
arbitration conducted in accordance with the current rules and procedures of the
American Arbitration Association. Such arbitration shall take place in Dallas
Texas. The decision by the arbitrator on any matter submitted to arbitration
shall be binding and conclusive upon the parties, their heirs, successors and
assigns, as the case may be and they shall comply with such decision in good
faith. Each party hereby submits itself to the jurisdiction of the state and
federal courts within the State of Texas for the entry of judgment with respect
to the decision of the arbitrator hereunder. Judgment upon the award may be
entered in any state or federal court within the State of Texas and/or any other
court having jurisdiction.





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 49


6.   Applicable
Law





This
Agreement shall be governed in all respects by the laws of the State of Texas
applied to contracts made and to be fully performed entirely within such State
between residents of such State. All disputes arising out of this Agreement
shall be subject to the exclusive jurisdiction and venue of the Texas state
courts of Collin County, Texas (or, if there is exclusive federal jurisdiction,
the United States District Court of Texas), and the parties consent to the
personal and exclusive jurisdiction and venue of these courts.





7.   Amendment





Any
amendment and supplement of this Agreement shall come into force only after a
written agreement is signed by both parties. The amendment and supplement duly
executed by both parties shall be part of this Agreement and shall have the same
legal effect as this Agreement.





8.   Severability





A
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions
of this Agreement, where the context requires, the singular shall include the
plural and the plural shall include the singular, and any gender or the neuter
gender shall include both other genders as the case may require.





IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the day
and year first above written.





Purchaser:
              
              Telmarine
      Communications Inc
              By:
      Gregory Royal
              Chief
      Executive Officer
              
              ___________________________
            Seller:
              
              Cistera
      Networks Inc
              By
      James T Miller
              President
              
              _______________________________





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 50


APPENDIX
1 – TRADEMARKS





Telmarine
Communications


LMR
Connect


LMR
Connect for Cisco IPICS


LMR
Record for Cisco IPICS


LMR
Record


Telmarine
Comms Server


Telmarine
Comms Bridge


Page
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EXHIBIT
G – SELLER EXCEPTIONS





The
Seller has no exceptions.


Page
 52


EXHIBIT
H – PURCHASER EXCEPTIONS





The
purchaser has no exceptions.





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 53


EXHIBIT
I – PERPETUAL LICENSE AGREEMENT





This
Perpetual License Agreement (the Agreement), effective as of __________ (the
Effective Date), is entered into between Cistera Networks, Inc., a Nevada
corporation, with offices at  6509 Windcrest Drive, Plano TX 75024
(“Licensor”) and Telmarine Communications Inc with offices at 6509 Windcrest
Drive, Plano TX 75024 (“Licensee”). The parties agree as follows:





1.           DEFINITIONS





Documentation
means the user guide and other documentation delivered by Licensor in paper,
digital or electronic form to Licensee with the Licensed Software.





Licensed Software means the
source and object code version(s) of the computer programs identified in the
License Schedule in Appendix 1, and delivered to Licensee by Licensor under this
Agreement.





Perpetual Fee the one-time fee
set out in the License Schedule payable by Licensee to Licensor for the license
to use the Licensed Software.





2.           LICENSED
SOFTWARE.





2.1           License. Subject to the terms
and conditions in this Agreement and the Documentation, Licensor grants to
Licensee a nonexclusive, transferable, perpetual (subject to termination as set
forth herein) right and license to use the Licensed Software, for the business
purposes of the Licensee.





2.3           Delivery. Unless otherwise
agreed in writing, Licensor will deliver one copy (by CD, FTP or otherwise) of
the Licensed Software and Documentation to Licensee promptly after execution of
this Agreement.





2.4           The
rights, titles and interests in the Licensed Software conferred by the Licensor
upon the Licensee pursuant to this Agreement shall include the following rights,
without limitation:





a.
            The
      right to use;


b.
            The
      right to modify, including the right to improve, translate and re-write
      into another language or in another
manner;


c.
            The
      right to adapt;


d.
            The
      right to integrate and incorporate into any existing or future
      work;


e.
            The
      right to exploit;


f.
            The
      right to grant licenses and
sub-licenses;


g.
            The
      right to perform;


h.
            The
      right to distribute and cause the
distribution;


i.
            The
      right to broadcast;


j.
            The
      right to communicate to the public by
  telecommunication;


Page
 54


k.
            The
      right to perform;


l.
            The
      right to reproduce;


m.
            The
      right to transfer to another environment (hardware, software, computer,
      electronic, Web, multimedia,
other);





5.           CONFIDENTIAL
INFORMATION.





5.1           Definition. Confidential
Information
means                                                                           all
financial, business or technical information, trade secrets, know-how or
software, including all analyses, digests and summaries, in any form, that is
disclosed by or for a party in relation to this Agreement, and which is marked
or otherwise identified as proprietary or confidential at the time of
disclosure, or which by its nature would be understood by a reasonable person to
be proprietary or confidential. Confidential Information does not include
information that the receiving party can demonstrate (a) wasalready rightfully
in its possession without restriction prior to receipt hereunder, (b) is
hereafter rightfully furnished to it without restriction by a third party
without breach of any separate nondisclosure obligation to the disclosing party,
(c) is or becomes generally available to the public without breach of this
Agreement or (d) is independently developed by thereceiving party without
reliance on such information. To avoid uncertainty, all Licensed Software,
Documentation and pricing information is Licensor's Confidential
Information.





5.2           Confidentiality. Except for
the specific rights granted by this Agreement, neither party shall use or
disclose any of the other's Confidential Information without its written
consent. A party receiving Confidential Information shall use commercially
reasonable care to protect it, including limiting access to its employees and
contractors who (a) have a need to know for the purposes of this Agreement and
(b)have been apprised of the confidentiality restrictions in this Agreement.
Each party shall bear the responsibility for any breach of confidentiality by
its employees and contractors. Promptly after any expiration or termination of
this Agreement (or at the disclosing party's request at any time), the receiving
party shall return to the other or, if so directed, destroy all originals and
copies of any Confidential Information and all information, records and
materials developed therefrom. Each party may only disclose the general nature,
but not the specific terms, of this Agreement without the prior consent of the
other party; provided, either party may provide a copy of this Agreement or
otherwise disclose its terms in connection with any financing transaction or due
diligence inquiry.





6.           WARRANTIES
AND DISCLAIMERS.





6.1           Licensed Software. Licensor
warrants to Licensee that, as delivered by Licensor, the Licensed Software shall
operate in substantial conformance with the Documentation for a period of 90
days after the Effective Date. Any warranty claim under this Section 7.1 must be
made in writing during such 90-day period. Licensor's sole obligation and
Licensee's exclusive remedy in respect thereof is to use reasonable efforts to
repair or replace the nonconforming Licensed Software or, at Licensor’s sole
discretion, terminate this Agreement upon written notice and refund the
Perpetual Fee, upon return of the Licensed Software.


Page
 55





6.2           Disclaimers. EXCEPT AS
SPECIFICALLY PROVIDED HEREIN, THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND. LICENSOR AND ITS SUPPLIERS DO NOT WARRANT THAT: THE
LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS; LICENSED
SOFTWAREOPERATIONWILLBE UNINTERRUPTED OR ERROR-FREE; OR ANY ERRORS WHICH MAY BE
CONTAINED IN THE LICENSED SOFTWARE CAN OR WILL BE FIXED. TO THE FULLEST EXTENT
PERMITTED BY LAW, LICENSOR AND ITS SUPPLIERS HEREBY DISCLAIM ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE
LICENSED SOFTWARE INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF
TITLE, NON-INFRINGEMENT QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE
OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.





7.           INDEMNIFICATION.





7.1           Infringement. Except as
provided below, Licensor agrees to defend Licensee against any claim by a third
party that the Licensed Software infringes a valid US patent (issued as of the
Effective Date), or any copyright or trade secret, of such third party, and to
indemnify Licensee for settlement amounts or damages, liabilities, costs and
expenses (including reasonable attorneys' fees) finally awarded and arising out
of such claim; provided, that (a) Licensee promptly provides Licensor written
notice thereof and reasonable cooperation, information, and assistance in
connection therewith, and (b) Licensor shall have sole control and authority to
defend, settle or compromise such claim. If any Licensed Software becomes or, in
Licensor's opinion, is likely to become the subject of any injunction preventing
its use as contemplated herein, Licensor may, at its option (1) obtain for
Licensee the right to continue using such Licensed Software or (2) replace or
modify such Licensed Software so that it becomes non-infringing without
substantially compromising its principal functions. If (1) and (2) are not
reasonably available to Licensor, then it may (3) terminate this Agreement upon
written notice to Licensee and, after return of the Licensed Software, refund to
Licensee the depreciated value of such Licensed Software, (calculated as the
Perpetual Fees paid therefor, amortized on a straight-line basis over a 3 year
period from delivery).





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 56


7.2           Exclusions. Licensor shall
have no liability or obligation to Licensee hereunder with respect to any claim
based upon (a) any use of the Licensed Software not strictly in accordance with
this Agreement, (b) use of any Licensed Software in an application or
environment or on a platform or with devices for which it was not designed or
contemplated,(c) alterations,combinationsor enhancements of the Licensed
Software not created by Licensor, (d) Licensed Software that complies with
Licensee's specific design requirements, (e) Licensee's continuing allegedly
infringing activity after being notified thereof or its continuing use of any
version of theLicensed Software after being provided modifications that would
have avoided the alleged infringement or (f) any intellectual property right in
which Licensee or any of its affiliates has an interest.


8.3
Entire Liability. The foregoing states the entire liability of Licensor, and
Licensee's exclusive remedy, with respect to any actual or alleged violation of
intellectual property rights by the Licensed Software or any part thereof or by
its use or operation.





8.           LIMITATION
OF LIABILITY.





EXCEPT
WITH RESPECT TO LIABILITY ARISING UNDER SECTIONS 5 (LICENSES), 10
(CONFIDENTIALITY), OR (INDEMNITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR (A) SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR (B) AGGREGATE LIABILITY IN
EXCESS OF THE TOTAL FEES PAID OR OWED TO SUPPLIER BY DISTRIBUTOR FOR SUPPLIER
PRODUCTS HEREUNDER.




9.           TERM
AND TERMINATION.





9.1           Term. This Agreement shall
commence on the Effective Date and continue perpetually, unless terminated as
set forth herein.





9.2           Termination. This Agreement
may be terminated (a) by Licensee at any time upon at least 30 days prior
written notice to Licensor, provided, that together with such notice, Licensee
pays Licensor, if any, all amounts then payable or past due, provided further,
that Licensor shall not refund to Licensee any Perpetual Fees paid hereunder;
(b) by either party if the other party materially breaches a provision of this
Agreement and fails to cure such breach within 30 days (10 days in the case of
any non-payment) after receiving written notice of such breach from the non-
breaching party; or (c) by either party immediately upon written notice, if the
other party makes any assignment for the benefit of creditors, or a receiver,
trustee in bankruptcy or similar officer is appointed to take charge of any or
all of the other party's property, or the other party seeks protection under any
bankruptcy, receivership, trust deed, creditors arrangement, composition or
comparable proceeding or such a proceeding is instituted against the other party
and is not dismissed within 90 days, or the other party becomes insolvent or,
without a successor, dissolves, liquidates or otherwise fails to operate in the
ordinary course.





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 57


9.3           Effects of Termination. Upon
expiration or termination of this Agreement for any reason, all rights,
obligations and licenses of the parties hereunder shall cease, except that (a)
all obligations that accrued prior to the effective date of termination
(including without limitation, payment obligations) and any remedies for breach
of this Agreement shall survive any termination and (b) the provisions of
Sections 4 (Proprietary Rights), 5 (Confidential Information), 6 (Payments), 7
(Warranty and Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), 11
(General Provisions) and this Section 10.3 shall survive.





10.
GENERAL PROVISIONS.





10.1           Entire Agreement. This
Agreement (including the attached exhibits) constitutes the entire agreement
between the parties with regard to, and supersedes all prior negotiations,
understandings or agreements (oral or written) between the parties relating to,
the subject matter of this Agreement (and all past dealing or industry custom).
Any inconsistent or additional terms on any related purchase order, confirmation
or similar form, even if signed by the parties after the date hereof, shall have
no force or effect under this Agreement. This Agreement may be executed in one
or more counterparts, each of which is an original, but together constituting
one and the same instrument. Execution of a facsimile copy shall have the same
force and effect as execution of an original, and a facsimile signature shall be
deemed an original and valid signature. No changes, modifications or waivers may
be made to this Agreement unless in writing and signed by both parties. The
failure of either party to enforce its rights under this Agreement at any time
for any period will not be construed as a waiver of such rights. Except as
specifically provided otherwise, each right and remedy in this Agreement is in
addition to any other right or remedy, at law or in equity, and the exercise of
one right or remedy will not be deemed a waiver of any other right or remedy. If
any provision of this Agreement is determined to be illegal or unenforceable,
that provision will be limited or eliminated to the minimum extent necessary so
that this Agreement will otherwise remain in full force and effect and
enforceable.





10.2           Publicity. Licensee hereby
consents to Licensor's inclusion of Licensee's name in customer listings that
may be published as part of Licensor's marketing efforts. Licensee further
agrees that it will, from time to time upon Licensor's request, provide Licensor
with reasonable cooperationand assistancein
connection with its marketing efforts (including but not limited to, issuing
press releases, speaking with prospective customers as reference and writing
customer testimonials concerning the arrangements under this
Agreement).





10.3           Governing Law. This Agreement
shall be governed in all respects by the laws of the State of Texas applied to
contracts made and to be fully performed entirely within such State between
residents of such State. All disputes arising out of this Agreement shall be
subject to the exclusive jurisdiction and venue of the Texas state courts of
Collin County, Texas (or, if there is exclusive federal jurisdiction, the United
States District Court of Texas), and the parties consent to the personal and
exclusive jurisdiction and venue of these courts.


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10.4           Relief. Each party agrees
that, in the event of any breach or threatened breach of Section 4 or 5, the
non-breaching party will suffer irreparable damage for which it will have no
adequate remedy at law. Accordingly, the non-breaching party shall be entitled
to injunctive and other equitable remedies to prevent or restrain, temporarily
or permanently, such breach or threatened breach, without the necessity of
posting any bond or surety. Such remedies shall be in addition to any other
remedy that the non-breaching party may have at law or in equity.





10.5           Notices. All notices,
requests, demands and other communications made under, pursuant to or in
accordance with this Agreement, except for normal day-to-day business
communications which may be made orally or in a writing sent by fax, regular
mail or hand delivered without need for a receipt, shall be in writing and shall
either be delivered personally or deposited in the United States mails and sent
by first-class mail, certified, return receipt requested, postage prepaid and
properly addressed as follows:





If to
Purchaser, to:





Telmarine
Communications Inc


6509
Windcrest Drive #160


Plano
Texas 75024


ATTN:
Chief Executive Officer





If to
Seller, to:





Cistera
Networks Inc


6509
Windcrest Drive #160


Plano
Texas 75024


ATTN:
Chief Executive Officer (President?)





10.6           Assignment. This Agreement and
the rights and obligations hereunder may not be assigned or otherwise
transferred by either party without the prior written consent of the other,
except that either party (without consent) may assign its rights and obligations
hereunder to any of its affiliates or to any successor to all or substantially
all of its business that concerns this Agreement (whether by sale of stock or
assets, merger, consolidation or otherwise). Any attempted transfer in violation
hereof will be void and of no effect. This Agreement will be binding upon, and
inure to the benefit of, the successors, representatives, and permitted assigns
of the parties.





10.7           Independent Contractors. The
parties shall be independent contractors in their performance under this
Agreement, and nothing contained herein will constitute either party as the
employer, employee, agent or representative of the other party, or both parties
as joint venturers or partners for any purpose.





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 59


IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the day
and year first above written.





Purchaser:
              
              Telmarine
      Communications Inc
              By:
      Gregory Royal
              Chief
      Executive Officer
              
              ___________________________
            Seller:
              
              Cistera
      Networks Inc
              By
      James T Miller
              President
              
              _______________________________


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 60


APPENDIX
1 – LICENSE SCHEDULE





Licensed
      Software
            FeeCistera
      Platform Version 1.9
            Included
      in Asset Sale and Purchase AgreementCistera
      Admin Module Version 1.9










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