Unassociated Document


    JOINT
      VENTURE AGREEMENT

    


    THIS
      AGREEMENT (the "Agreement") is made as of this March 29, 2005 (the “Effective
      Date”), by and between ESPRE Solutions Inc., having offices at 5700 West Plano
      Parkway, Suite 2600, Plano, TX 75093, ("ESPRE") and GreatTraX LLC a company
      duly
      organized and existing under the laws of Kansas, having its principal place
      of
      business at 4450 Gustafson Road, Wichita KS 67204 ("GreaTraX"). Both ESPRE
      and
      GreaTrax are hereinafter referred to as the "Joint Venturers".

    


    WHEREAS
      ESPRE is engaged in the business of producing certain computer software programs
      and hardware; and

    


    WHEREAS
      GreaTraX is engaged in the business of marketing broadband services to the
      wholesale and retail consumer market; and

    


    NOW,
      THEREFORE, it is mutually agreed by and between the Joint Venturers as
      follows:

    


    
      	1.	
              NAME
                OF JOINT VENTURE.

            


    

    
      	 	
              The
                name of the Joint Venture shall be "StreamTraX Media Group, LLC"
                ('StreamTraX"). Upon execution of this Agreement, the Joint Venturers
                shall sign and cause to be filed and published in the state of Kansas
                a
                certificate of authority to do business or other appropriate similar
                document indicating that the Joint Venture will be conducting business
                under such name. Such a certificate or other document shall also
                be
                recorded by the Joint Venture, if required, under the laws of any
                other
                jurisdiction in which it plans to conduct business or own property
                as the
                Joint Venturers may determine, from time to
                time.

            


    

    


    
      
        	2.	
                PURPOSE
                  OF JOINT VENTURE.

              


      

      
        	 	The Joint Venturers hereby enter
                into a joint
                venture (the "Joint Venture") for the term set forth herein for the
                purpose of jointly creating and developing enhanced, secure Internet
                video
                communications and content delivery products and services, which
                can then
                be marketed and sold both, jointly or severally by the Joint Venturers
                on
                a global basis. (The above referred to concept is hereinafter sometimes
                collectively referred to as the "Project" and the items which are
                produced
                are hereinafter sometimes collectively referred to as the
                “Property”).


      

    

     

    
      
        	3.	
                PRINCIPAL
                  OFFICES OF THE JOINT VENTURE.

              


      

      
        	 	The location of the principal office
                of the
                Joint Venture shall be 4450 Gustafson Rd., Wichita, KS 67204, or
                shall be
                at such other place or places in the state of Kansas as the Joint
                Venturers shall from time to time
                designate.


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	4.	
              NAME
                AND DOMICLE OF EACH JOINT VENTURER.

            


    

    


    The
      name
      and address of each of the Joint Venturers is as set out below:

    


    
      	 	GreaTraX, LLC	ESPRE Solutions, Inc.
	 	4450 Gustafson Road	5700 W. Plano Parkway 
	 	Wichita, KS 67204	Suite 2600
	 	 	Plano, TX
              75093 


    

     

    
      
        	5.	
                TERM
                  OF JOINT VENTURE.

              


      

      
        	 	
                The
                  term of the Joint Venture shall commence as of the date first above
                  written, and unless terminated earlier in accordance with the provisions
                  of this Agreement, shall continue for the longer of (i) the duration
                  of
                  any and all copyrights or patents owned by the Joint Venture in
                  connection
                  with the Property, (ii) the aggregate term of any and all agreements
                  relating to the Property or (iii) upon termination as provided
                  for in
                  Section 20 below (the
                  "'Term").

              


      

    

     

    
      	6.	
              DEFINITIONS.

            


    

    6.1 Software.
      Unless
      otherwise noted, the term “Software” shall mean (i) the object code version of
      the computer programs listed on the price list attached hereto as Addendum
      B
“Retail Price List” and (ii) the object code version of any updates,
      modifications or revisions to such computer programs.

    


    6.2 Hardware.
      The
      term “Hardware” shall mean (i) any equipment manufactured by and/or for Joint
      Venture as listed on Addendum B, and (ii) any OEM, third party or private
      labeled equipment customized by and/or for Joint Venture which is designed,
      built or modified to contain any of the Software set forth in Section 6.1,
      above.

    


    6.3 New
      Product.
      The
      term “New Product” shall mean any new Software, Hardware and/or Service which
      the Joint Venture may introduce for resale by Joint Venturers which is not
      currently produced or currently included in Addendum B.

    


    6.4 Documentation.
      The
      term “Documentation” shall mean the users’ manuals and other documentation
      provided by Joint Venture for use with the Software and/or Hardware. Unless
      expressly excluded, the terms “Software” and “Hardware” as used herein shall
      include the applicable Documentation.

    


    6.5 Products.
      The
      term “Products” shall mean any Software, Hardware, or Documentation as set forth
      in Sections 6.1, 6.2, 6.3 or 6.4.

    


    6.6 Certified
      Sales & Service Personnel.
      The
      term “Certified StreamTraX Professional” shall mean any individual who has
      successfully completed the minimum sales, engineering and customer
      service/support training program provided by Joint venture at a location
      determined by Joint Venture and who has received an officially authenticated
      certificate from the Project recognizing such training program completion,
      unless such certification is waived by Joint Venturers in writing.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.7 General
      Reseller.
      The
      term “General Reseller” shall mean any Reseller who, as an Independent
      Contractor, shall receive an appointment to represent StreamTraX for the purpose
      of marketing and sales of the Products to end users in the territory specified
      in their Reseller Agreement.

    


    6.8 Master
      Reseller.
      The
      term “Master Reseller” shall mean any Reseller who is vested with the authority
      to appoint, hire or otherwise engage General Resellers in addition to such
      Master Reseller’s efforts. Said Independent Contractor shall be deemed a General
      Reseller of StreamTraX Products and shall therefore be required to execute
      a
      General Reseller Agreement prior to his/her appointment.

    


    6.9 Corporate
      Reseller.
      The
      term “Corporate Reseller” shall mean any Reseller who is appointed with the
      authority to appoint, hire or otherwise engage Independent Contractors as Master
      Resellers or General Resellers to their own Corporate Reseller Agreement with
      StreamTraX, in addition to their own efforts, for the purpose of marketing,
      sales and distribution of StreamTraX Products. Said sub-dealer to the Corporate
      Reseller shall be deemed a direct Master Reseller or direct General Reseller
      of
      the Products as stipulated and set forth by the Corporate Reseller Agreement
      and
      shall therefore be required to execute the Master Reseller Agreement or General
      Reseller Agreement, respectively.

    


    6.10 Addendum.
      The
      term Addendum means one of the following documents attached hereby and
      incorporated by reference into this Agreement for all purposes.

    


    Addendum
      A - Products For Resale By Joint Venture

    Addendum
      B - Retail Price List

    Addendum
      C - Schedule of Protected Contacts

    


    
      	7.	
              TITLE
                TO THE PROPERTY.

            


    

    Any
      and
      all Property and assets of the Joint Venture as well as all intangible rights,
      including, without limitation, all patents, copyrights, trade names and
      trademarks, in and to the Project, and all other forms of exploitation of the
      Property, and all ancillary, merchandising, music, video and book publishing
      rights, shall be owned and title shall be held in the name of the Joint
      Venture.

    


    
      	8.	
              MANAGEMENT
                AND JOINT VENTURER
                RESPONSIBILITIES.

            


    

    The
      Joint
      Venturers shall have equal power, authority and control over all creative,
      business, financial and legal matters in connection with the Joint Venture
      and
      the development, packaging, production and exploitation of the Property, and
      all
      subsidiary and ancillary rights thereto and all exploitation thereof including,
      without limitation, decisions regarding the budget, and the consideration for
      any rights granted or services rendered hereunder by the Joint Venturers and
      others, and all decisions regarding the foregoing shall be made only by the
      unanimous agreement of the Joint Venturers.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	9.	
              TIME
                COMMITMENT AND EXCLUSIVITY.

            


    

    The
      Joint
      Venturers hereby agree that each Joint Venturer shall devote as much time as
      shall be reasonably necessary to fulfill in its duties and obligations in
      connection with the Joint Venture and their ability. The Joint Venturers and
      the
      time, skill and effort of their respective principals shall not be exclusive
      to
      the Joint Venture and each Joint Venturer may develop other properties and
      engage in other activities separate and apart from the Joint Venture and the
      other Joint Venturer.

    


    
      	10.	
              CAPITAL
                CONTRIBUTIONS.

            


    

    10.1 The
      Joint
      Venturer ESPRE shall make no initial cash contribution to the Joint Venture.
      Its
      contribution to the Joint Venture shall consist of its assignment to the Joint
      Venture certain, specific rights to its proprietary intellectual properties
      and
      products as outlined in Section 11 of this agreement.

    


    10.2 The
      Joint
      Venturer GreaTraX shall make a cash contribution of One Thousand Dollars
      ($1,000.00) to the Joint Venture upon signing this Agreement and shall bear
      all
      true costs to private labeling of the ESPRE technology into products and
      services, which can then be marketed by the Joint Venture or by GreaTraX and
      will bear all true costs to identify, research and develop new products and
      services to be marketed by the Joint Venture and both ESPRE and
      GreaTraX.

    


    
      	11.	
              SUPPLY
                AGREEMENT/INTELLECTUAL PROPERTY
                CONTRIBUTIONS.

            


    

    11.1 Grant
      to Resale.
      Subject
      to the terms of this Agreement and the limitations set forth below, Joint
      Venturers hereby grant each other a non-transferable, non-exclusive right to
      market and distribute each other’s Products and Services in private labeled from
      and the Joint Venture hereby grants each Joint Venturer a non-transferable,
      non-exclusive right to market and distribute its Property with such Products,
      Services and Property set forth in Addendum A “Products for Resale by Joint
      Venture” and by this reference such exhibit is incorporated herein and made a
      part hereof. (The above referred to concept may hereinafter sometimes
      collectively be referred to the Joint Venturers as “Resellers”).

    


    11.2 Territory.
      By
      virtue of this agreement, ESPRE, the Joint Venture and GreaTraX have the
      authority to resale each other’s Products and Services in a private labeled form
      on a global, world-wide basis unless otherwise noted and specifically restricted
      in other parts of this agreement

    


    11.3 Title
      and Ownership.
      Joint
      Venturers hereby acknowledges that all right, title and interest in and to
      each
      other’s original Software, Hardware and Documentation which each bring to the
      Joint Venture shall at all times remain that of the originating party, including
      all rights in the nature of patent, copyright and other proprietary rights
      with
      respect to the Software, Hardware and Documentation. Neither Joint Venturer,
      nor
      the Project itself, shall have right, title or interest therein nor shall they
      have the authorization to grant any right or license with respect thereto except
      as expressly set forth herein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.4 Assignment
      of Interest.
      In
      furtherance of Section 11.3 above and notwithstanding Section 7, the Joint
      Venturers hereby assign, transfer and convey to the Joint Venture, all of their
      respective rights, title and interest including patents, copyrights and all
      extensions and renewals thereof, in and to (i) any certain original concept
      developed by the Joint Venture, and (ii) any customization of either Joint
      Venturer’s original source code, engineering drawings, schematics, Software,
      Hardware and Documentation by the Joint Venture into a new, unique Product
      or
      Service, which accompanies this Agreement as Addendum “A” and by this reference
      such exhibit is incorporated herein and made a part hereof.

    


    11.5
      No
      Copying, Reverse Engineering, Etc.
      The
      Joint Ventuerers agree that they will obtain or keep record of all copies and/or
      pieces of each other’s original Products and shall not copy or duplicate each
      other’s original products for any reason. The Joint Venturers are not permitted
      under any circumstances to use, market or distribute each other's original
      Products other than as provided herein. The Joint Venturers agree not to (i)
      disassemble, decompile or otherwise reverse engineer the Software, Hardware
      and/or Documentation or otherwise attempt to team the source code, structure,
      algorithms or ideas underlying each other's original Products, (ii) rent, lease
      or otherwise provide temporary access to each other's original Products, (iii)
      tape any action contrary to each other's end-user license agreements except
      as
      expressly and unambiguously allowed under this Agreement, (iv) copy, alter
      or
      modify each other's original Products, (v) attempt to disable any security
      devices or codes incorporated in each other's original Products, or (vi) allow
      others to do any of the foregoing. Notwithstanding anything in this Section
      11.5
      to the contrary, in the event of a breach of this Agreement by either Joint
      Venturer the terms of this Section 11.5 shall survive the expiration and/or
      termination of this Agreement.

    


    11.6 The
      Joint
      Venturers agree to comply with all export laws and restrictions and regulations
      of the Department of Commerce or other United States or foreign agency or
      authority and not to export, or allow the export or re-export of any Software,
      Hardware, New Product and/or Documentation or any direct product thereof in
      violation of any such restrictions, laws or regulations.

    


    11.7 Joint
      Venturers agree if either party is a contractor which will or may supply
      Software or Hardware to a unit or agency of the U.S. Government (whether such
      a
      transaction is permitted by, or takes place in violation of this Agreement),
      Joint Venturers acknowledge that (i) the Software and Hardware has been
      developed at private expense and is commercially available at published prices,
      (ii) all Software arid Hardware supplied to the Department of Defense ("DOD")
      is
      classified as "Commercial Computer Software" or "Commercial Off-The-Shelf
      Hardware”. and the U. S. Government acquires only "restricted rights" in the
      Software or Hardware as such rights are defined in clause 252.227-7013I(1)(ii)
      of the DFARS (or any successor regulations), (iii) all Software or Hardware
      supplied to any unit or agency of the U.S. Government other than the DOD, shall
      be governed by clause 52.227-19(c) of the FAR (or any successor regulations)
      or,
      in the case of NASA, in clause 48 CFR 1827.4105(a) (or any successor
      regulations) and, in any such case, the U.S. Government acquires only
      "restricted rights" in the Software or Hardware.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.8 The
      Joint
      Venture may from time to time purchase non-competitive goods and services from
      other parties. The purchase of such goods and services will be agreed up by
      the
      Joint Venturers in writing.

    


    
      	12.	
              PRICES,
                REVENUE SHARE AND PAYMENT TERMS.

            


    

    


    12.1 Prices.
      Attached hereto as Addendum B "Retail Price List' is the Joint Venture's
      products to be provided to each Joint Venturer and to various and sundry
      marketing channels for distribution hereunder if (i) a "'Special Case Basis"
      volume pricing is not applied, (ii) a revenue share model is not applied. Prices
      shall be subject to change by the Joint Venture from time to time by ninety
      (90)
      days prior notice to the Joint Venturers and to the marketing channels,
      provided, however, that no such price change shall affect orders accepted by
      Joint Venture prior to notifying Resellers of such price change.

    


    12.2 Revenue
      Share.
      The
      Joint Venturers will share revenue on each sale of product which is marketing,
      sold or otherwise transferred to a distribution channel or end-user on the
      following basis: The Joint Venturer directly responsible for the initiation
      and
      completion of the sales effort sad who will be responsible for the ongoing
      tier-one support and service of the client will receive a seventy-five percent
      (75%) share of the gross revenues generated from the sale and the other Joint
      Venturer will receive the balance of twenty-five percent (25%) of the gross
      revenue from the sale.

    


    12.3 Non-Recurring
      Engineering (NRE).
      Each
      Joint Venturer may request the other to develop or customize New Products or
      Services for the Project and each Joint Venturer will make best efforts to
      comply. In situations where a Joint Venturer agrees to develop said New Product
      as defined by the Project, the requesting Joint Venturer shall be assessed
      an
      NRE charge for such work. The NRE charge will be an aggregate total of cost
      plus
      20% in the case of NRE charges under $100,000 and cost plus 15% in cases where
      the NRE charge exceeds $100,000. In either case the revenue share agreement
      allowed for in Section 122 above, shall be modified to give the Joint Venturer
      which was assessed the NRE charge the ability to take an override, preferential,
      first-place commission (the "NRE Override”) of ten percent (10%) of the gross
      revenue of ALL sales of said New Product or Service until such time the total
      NRE charge paid to the other Joint Venturer is completely recovered, at which
      time the NRE Override shall cease to exist for that specific New Product or
      Service and the provisions set forth in Section 12.2 shall be in effect without
      change.

    


    12.4 Taxes.
      The
      prices set forth herein are exclusive of all government excise, sales, service,
      use, occupational, withholding, or like taxes and accordingly, are subject
      to an
      increase equal in amount to any tax each Joint Venturer may be required to
      collect or pay upon the licensing, delivery or installation of the Software,
      Hardware or Services marketed hereunder. A Reseller or entity within the sales
      and marketing channel may provide a tax exempt form showing its wholesaler
      status.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12.5 Terms
      of Payment_ Each
      Joint Venturer will be responsible for payment of all charges as reflected
      ors
      any invoice or billing statement sent to Reseller for Software, Hardware or
      New
      Product ordered by Reseller. Any dispute of invoices or billing statements
      must
      be made in good faith and in writing within thirty (30) days of the invoice
      date
      and shall include detailed documentation to establish the basis for any
      adjustment. Notification to either Joint Venturer of any contested or disputed
      amount must be in writing and sent to the address set forth above in Section
      4
      of this agreement.

    


    Written
      notification must be accompanied with detailed written support and each Joint
      Venturer will promptly address and attempt to resolve the claim. All undisputed
      payments due to each Joint Venturer or to the Project hereunder, including
      but
      not limited to payments for Software, Hardware, New Product and Documentation,
      shall be paid in U.S. Dollars drawn on a U.S bank without deduction for taxes,
      the delivery costs or other charges of any nature whatsoever. For invoices
      relating to direct cost as stipulated in Section 12.4 above, such payments
      must
      be paid to the Joint Venturer within thirty (30) days after receipt of invoice.
      For revenue share, payments must be paid within ten (10) days after payment
      is
      received by Reseller.

    


    12.6 Risk
      of Loss.
      All
      risk of loss or damage to Software, Hardware, New Product and/or Documentation
      after delivery F.O.B. Origin by either Joint Venturer or the Project to a
      carrier for shipment to Reseller shall be borne by Reseller.

    


    12.7 Inspection.
      Software, Hardware, New Product and/or Documentation furnished by StreamTraX
      shall be deemed accepted when they conform to StreamTraX published
      specifications at the time of shipment to Reseller or its customer. Reseller,
      or
      its customer or designated agent, shall inspect all Software, Hardware, New
      Products and/or Documentation it receives immediately upon arrival at
      destination and shall, within ten (10) calendar days of arrival give written
      notice to the freight forwarder and StreamTraX of any claim for damages or
      shortages. Should Reseller fail to give such notice, or fail to obtain an
      extension from StreamTraX, StreamTraX may be unable to assist Reseller in its
      claims for damages or shortages.

    


    
      	13.	
              ALLOCATION
                OF PROFITS, LOSSES AND
                TAXES.

            


    

    


    13.1
      The
      net profits or net losses of the Joint Venture shall be allocated, credited
      or
      charged, as the case may be, to the Joint Venturers in equal shares of fifty
      percent (50%) each. The terms "net profits" and "net losses," as used in this
      Agreement shall be defined as gross receipts received by the Joint Venture
      from
      any and all sources in connection with the Property and all uses thereof and
      ancillary rights thereto, less the aggregate of all costs, charges, fees and
      expenses of the Joint Venture including, without limitation, third party gross
      of net profit participations. For purposes of computing the Joint Venture's
      net
      profits and net losses, only the costs and expenses approved by both of the
      Joint Venturers and incurred by either Joint Venturer directly on behalf of
      the
      Property or the Joint Venture shall be a charge against and shall reduce the
      gross receipts of the Joint Venture in calculating the Joint Venturer’s net
      profits or net losses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.2
      Any
      and all tax credits and/or deductions to which the Joint Venture shall become
      entitled shall be allocated equally between the Joint Venturers in shares of
      fifty, percent (50%) each.

    


    
      	14.	
              BOOKS,
                RECORDS AND BANK ACCOUNTS.

            


    

    


    14.1
      The
      Joint Venture shall at all times throughout its existence, keep or cause to
      be
      kept, at the principal place of business of the Joint Venture or at such other
      place as the Joint Venture may determine, books and accounting records for
      the
      business and operations of the Joint Venture. Such books shall be open to
      inspection by the Joint Venturers, or their authorized representatives, during
      reasonable working hours. The accounting for Joint Venture purposes, including
      the determination of the Joint Venture's net profits and net losses shall be
      in
      accordance with generally accepted accounting principles consistently applied.
      The Joint Venture shall engage the services of a Certified Public Accountant
      who
      shall be selected with the mutual approval of both Joint Venturers.

    


    14.2 There
      shall be maintained for each Joint Venturer a capital account and an income
      account. Each Joint Ventures s distributive share of profits and losses, and
      monthly and end-of-year withdrawals not previously posted shall be credited
      or
      debited to the respective Joint Venturer's income account as of the close of
      the
      calendar year. Thereafter, any debit or credit balance remaining in the income
      account of a Joint Venturer shall be debited, or credited, as the case may
      be,
      to its respective capital account.

    


    14.3 The
      Joint
      Venture shall be on a calendar year basis for accounting purposes (the Joint
      Venture's "Fiscal Year'). As soon after the close of each Fiscal Year as is
      reasonably practicable, a full and accurate accounting shall be made of the
      financial affairs of the Joint Venture as of the close of each such Fiscal
      Year.
      When such accounting and accounting statement is made and provided to the Joint
      Venturers, the net profit or the net loss sustained by the Joint Venture during
      such Fiscal Year shall be ascertained and credited or charged, as the case
      may
      be, in the books of account of the Joint Venture in the proportions hereinabove
      specified.

    


    14.4 From
      time
      to time, but no less than annually, the Joint Venture shall make distributions
      from the capital of the Joint Venture which shall be in excess of the reasonable
      needs of the Joint Venture for working capital and reserves as mutually
      determined by the Joint Venturers in accordance with Section 21 herein,
      provided, however, that so long as any Joint Venturer has any indebtedness
      or
      other outstanding obligations to the Joint Venture, any distribution that would
      otherwise be made shall first be applied toward any such indebtedness or other
      obligations.

    


    14.5 All
      funds
      of the Joint Venture shall be deposited into any account or accounts in the
      name
      of the Joint Venture at such bank or banks as may from time to time be selected
      by the Joint Venture. A11 withdrawals from any such account or accounts shall
      be
      made by check or other written instrument which shall require the signature
      of a
      representative of each Joint Venturer.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              15.

            	
              CONTRACTS
                AND AGREEMENTS.

            


    

    15.1 All
      contracts or agreements to be entered into by, on behalf of, or for the benefit
      of the Joint Venture must be signed by each of the Joint Venturers hereto,
      it
      being understood that no Joint Venturer shall have the right to bind the Joint
      Venture with respect to the Property without the express written consent of
      the
      other Joint Venturers. If any contract or agreement is entered into by a Joint
      Venturer without the express written consent of the other Joint Venturer, the
      Joint Venturer purporting to enter into such unauthorized contract or agreement
      on behalf of the Joint Venture shall indemnify and hold harmless the
      non-contracting Joint Venturer from all claims, liabilities, damages and costs
      (including attorneys’ fees and court costs) arising out of or pertaining to such
      unauthorized contract or agreement.

    


    15.2
      The
      proceeds of any contracts entered into by either Joint Venturer hereto for
      the
      personal services of a principal of such Joint Venturer must be completely
      separate from the Joint Venture and in no way be a conflict with the Joint
      Venture-

    


    
      	16.	
              ORDERS
                AND DELIVERY.

            


    

    16.1
      Orders
      and Shipment.
      The
      Project or ether Joint Venturer shall place orders for products with each other
      on their standard order form setting forth the name and address of each
      Customer. No order shall be binding unless acknowledged and accepted in writing
      by the receiving party. Each Joint Venturer shall confirm its acceptance or
      rejection of an order within five (5) days after its actual receipt of such
      order. The terms and conditions of this Agreement, as set forth herein, shall
      prevail over any inconsistent or additional terms set forth in Reseller's
      order.

    


    16.2 Forecasts.
      Joint
      Venturers shall work closely with each other to maintain a working environment
      that will attempt on a quarterly, non-binding, good faith basis to forecast
      their anticipated requirements and shipping and delivery dates for the three
      (3)
      month periods following such forecasts- Each Joint Venturer shall also provide
      each other backorder and inventory, which are customary for each to dispense
      to
      its vendors.

    


    16.3 Deliverv.
      Each
      Joint Venturer shall use reasonable commercial efforts to have the products
      delivered in the quantity and by the desired delivery date set forth in any
      accepted order.

    


    
      	17.	
              QUALITY
                ASSURANCE.

            


    

    17.1 The
      Joint
      Venture agrees to use its best efforts to support (including installation,
      training and other support) the Software and Hardware on a continuing basis
      to
      the satisfaction of each Joint Venturer and to comply with good business
      practices and all laws and regulations relevant to this Agreement or the subject
      matter hereof.

    


    17.2 Each
      Joint Venturer agrees to keep each other informed as to any problems encountered
      with the Software Hardware and/or New Products and any resolutions arrived
      at
      for those problems, and to communicate promptly to each other any and all
      modifications, design changes or improvements of the Software, Hardware and/or
      New Product suggested by any customer, employee or agent. Each Joint Venturer
      further agrees that, subject to the terms set forth in Sections 7, 11.3 and
      11.4, the owner of the intellectual property for said Product being improved,
      changed or modified shall have any and all right, title and interest in and
      to
      any such suggested modifications, design changes or improvements of the
      Software, Hardware and/or New Product without the payment of any additional
      consideration therefore either to Reseller, or its employs, agents or
      customers.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17.3 Each
      Joint Venturer agrees not to advertise, promote or take other action or use
      any
      medium of advertising or promotion with respect to Software, Hardware, and/or
      New Product that is not directed primarily to the Territory without the prior
      written approval of contributing Joint Venturer, which such approval shall
      not
      be unreasonably withheld. It is understood that this Section 17.3 shall not
      apply to customers of Project or either Joint Venturer.

    


    17.4 Each
      Joint Venturer shall assure that each copy of the Software, Hardware and/or
      New
      Product distributed by or through the Joint Venture to Customers shall include
      all components of the Software, Hardware and/or New Product as prepackaged
      by
      contributing Joint Venturer or by the Project itself; such components shall
      include, without limitation, disks or other media bearing labels, each Joint
      Venturer's end user manuals and documentation.

    


    17.5 Each
      Joint Venturer agrees to keep for two (?) years after termination of this
      Agreement records of all Software. Hardware and/or New Product sales and
      Customers sufficient to adequately administer a recall of any Software, Hardware
      and/or New Product and to fully cooperate in any decision by the Joint Venture
      or either Joint Venturer, individually, to recall, retrieve and/or replace
      any
      Software, Hardware and/or New Product.

    


    17.6 Each
      Joint Venturer agrees to promptly notify each other of any infringement of
      any
      copyrights, Trademarks (as defined in Section 26) or other proprietary rights
      relating to the Software, Hardware and/or New Product. Either Joint Venturer
      may, in its sole discretion, take or not take whatever action it believes is
      appropriate in connection with any such infringement. If either Joint Venturer
      elects to take action, each Joint Venturer agrees to fully cooperate in
      connection therewith. If a Joint Venturer initiates and prosecutes any action
      under this Section 17.6, all legal expenses (including court costs and
      attorneys’ fees) shall be for initiating party’s account and said initiating
      party shall be entitled to all amounts awarded by way of judgment, settlement
      or
      compromise.

    


    17.7 Each
      Joint Venturer agrees to ascertain and comply with all applicable laws and
      regulations and standards of industry or professional conduct, including,
      without limitation, those applicable to product claims, labeling, approvals,
      registrations and notifications, and also to obtain each other's prior written
      consent to claims, labels, instructions, packaging or the like, which consent
      shall not be unreasonably withheld.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17.8 Each
      Joint Venturer agrees to keep and maintain sufficient numbers of trained
      customer service representatives to adequately manage StreamTraX's products
      as
      they are presented in combination with each other's products or services for
      purposes of customer service, and for a professional working environment between
      the technical staffs of each Joint Venturer and the Project.

    


    
      	18	
              WARRANTIES.

            


    

     

    
      
        	
              	18.1	
                Each
                  Joint Venturer hereby warrants and represents to the other that
                  it:

              


      

      
        	 	 	 


      

      
        	 	a.) 	Has the right and capacity to enter
                into this
                Agreement; 


      

      
        	 	 	 


      

      
        	 	b.)	
                Shall not encumber or sell any property, assets
                  or
                  intangible rights of the

                Joint Venture without the written consent of
                  the other
                  Joint Venturer,

              


      

      
        	 	 	 


      

      
        	 	c.)	
                Shall not assign, transfer, mortgage, hypothecate,
                  encumber or otherwise 

                dispose its interest in the Joint Venture in
                  whole or in
                  part to any individual, 

                corporation or other entity without the written
                  consent
                  of the other Joint Venturer,

              


      

      
        	 	 	 


      

      
        	 	d.)	
                Shall not loan any funds or extend the credit
                  of the
                  Joint Venture to any

                person or
                  entity without the written consent of the other Joint
                  Venturer;

              


      

      
        	 	 	 


      

      
        	 	e.)	
                Shall not incur any cost, expense, liability
                  or
                  obligation in the name or on the

                credit of the Joint Venture without the written
                  consent
                  of the other Joint Venturer.

              


      

    

     

    18.2 Limited
      Warrantv of Performance.
      Each
      Joint Venturer warrants to other that each copy of the Software or piece of
      Hardware will, under normal use, conform to the limited warranty contained
      in
      Joint Ventu'er's then-current form of Software or Hardware License Agreement
      applicable to such Software or Hardware during the warranty period set forth
      in
      such Agreement (the "Warranty Period"). The foregoing warranty will apply only
      to the most current version of the Software or Hardware issued by the Joint
      Venturer from time to time. Each Joint Venturer assumes no responsibility for
      claims resulting from the distribution of superseded, outdated, or uncorrected
      versions of the Software or Hardware. In the event either Joint Venturer grants
      a warranty to any Customer exceeding the foregoing limited warranty (the “Excess
      Warranty''), the granting Joint Venturer shall indemnify the other Joint
      Venturer and hold the other Joint Venturer harmless from and against any
      judgment, damage, liability, or expenses, including reasonable attorney’s fees,
      arising out of any claim with respect to the breach or alleged breach of such
      Excess Warranty by the ranting Joint Venturer.

    


    18.3 Exclusive
      Remedy.
      If a
      Customer contacts either Joint Venturer during the Warranty Period claiming
      a
      breach of the warranty provided in the then-current Software or Hardware License
      Agreement provided by Reseller to that Customer, the Joint Venturer will use
      reasonable efforts to resolve the claim directly with such Customer by
      correcting or replacing such Software or Hardware. If a Customer contacts
      Reseller during the Warranty Period claiming any such breach of warranty,
      Reseller shall promptly refer the matter to the manufacturing Joint Venturer.
      If
      the Joint Venturer is unable to correct or replace any nonconforming Software
      or
      Hardware, it will so notify the Customer, and Reseller agrees to accept for
      a
      full refund any such defective Software or Hardware that the Joint Venturer
      has
      been unable to correct or replace. In such event, the Joint Venturer shall
      refund to Reseller any amounts paid by the Reseller to the Joint Venture for
      the
      nonconforming Software or Hardware. Reseller's sole and exclusive remedy in
      the
      event of any such claim, if verified, is expressly limited to (i) the correction
      or replacement of such defective Software, Hardware and/or Documentation by
      Joint Venturer at its election and sole expense; or (ii) the refund to Reseller
      of the amounts paid to the Joint Venture for such software.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    18.4 Disclaimer.
      No
      representation or other affirmation of fact not set forth herein, including
      but
      not limited to statements regarding capacity, suitability for use, or
      performance of the Software or Hardware, shall be or be deemed to be a warranty
      or representation by the Joint Venturers for any purpose, nor give rise to
      any
      liability or obligation of the Joint Venturers whatsoever. Except as
      specifically provided in this agreement, there are no other warranties express
      or implied including but not limited to any implied warranties of
      merchantability, fitness for a particular purpose or
      non-infringement.

    


    18.5
      Survival.
      The
      provisions of this Section 18 shall survive the expiration and/or termination
      of
      this Agreement.

    


    
      	19.	
              INDENIIIFICATION.

            


    

    Each
      Joint Venturer hereby agrees to mutually indemnify, defend and hold harmless
      each others affiliates, officers, directors and employees from and against
      any
      liability, loss, damage, cost and expense (including attorneys' fees and cost
      of
      litigation) arising out of or in connection with any claim or action which
      any
      person or entity may file or threaten to file against the Parties or its
      officers, directors, employees or agents relating to the acts of omissions
      of
      the Parties under this Agreement or the provision of Services hereunder. The
      indemnification provided herein shall survive the termination of this Agreement
      and the termination of any services provided pursuant to this Agreement.
      Notwithstanding any other provisions of this Agreement, the officers, directors,
      employees and agents of the Parties shall have no liability to the other, under
      this Agreement or in conjunction with the Services to be provided
      hereunder.

    


    
      	20.	
              DISSOLUTION
                AND TERMINATION.

            


    

    20.1 The
      Joint
      Venture shall be dissolved and terminated and its business wound up upon the
      first to occur of the following:

    


    a.) The
      expiration of the term referred to in Section 5 above;

    b.) The
      mutual agreement of the Joint Venturers;

    c.) The
      operation of law; or

    d.) A
      material breach of this Agreement by either Joint Venturer, if such breach
      is
      not cured 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    within
      ten (10) days after written notice thereof has been prolvzded to the breaching
      Joint 

    Venturer
      by the non-defaulting Joint Venturer. Only the non-defaulting Joint Venturer
      shall 

    have
      the
      right to terminate the Joint Venture pursuant to this paragraph. Such
      termination shall 

    not
      release the defaulting Joint Venturer from any obligations or liabilities to
      the
      other Joint 

    Venturer,
      whether pursuant to the provisions of this Agreement or at law or in
      equity.

    


    20.2 Upon
      termination of the Joint Venture, the business of the Joint Venture shall be
      closed out and assets and properties of the Joint Venture shall be liquidated.
      Upon the happening of any one of the events of dissolution mentioned above,
      the
      Joint Venture shall engage in no further business, other than that necessary
      to
      protect the assets of the Joint Venture, close out its business and distribute
      its assets as provided for herein.

    


    
      	21.	
              DISTRIBUTIONS.

            


    

    21.1 Distributions
      Other than Upon Liquidation.
      Distributions of available cash shall be made at such tithes and in such amounts
      as in the discretion of the Joint Venturers, the business, the affairs and
      the
      financial circumstances of the Joint Venture permit.

    


    21.2 Distributions
      of Assets on Dissolution and Liquidation.
      Upon
      dissolution and liquidation of the Joint Venture, the assets of the Joint
      Venture shall be liquidated in an orderly manner (subject, however, to the
      terms
      of Section 21.4, hereof), with a view toward maximizing the proceeds from such
      liquidation, and the proceeds thereof shall be distributed in the following
      order of priority

    


    a.) The
      expenses of liquidation and the debts of the Joint Venture, other than debts
      owing  to
      the
      Joint Venturers, shall be paid;

    b.) Debts
      owing to the Joint Venturers, if any, shall be paid;

    c.) Distributions
      shall be made to the Joint Venturers of amounts equal to their respective


    capital
       account
      balances, if any, which shall be made in the ratio of their respective


    capital
      account balances;

    d.) Any
      funds
      remaining after the amounts described in the foregoing Sections 21.2 (a.),
      

    (b.)
      and
      (c.) have been paid shall be distributed to the Joint Venturers in the
      proportion 

    in
      which
      the Joint Venturers share the net profits of the Joint Venture at the time
      of


    such
      distribution.

    


    21.3 If
      the
      Joint Venturers have not sold the assets of the Joint Venture, except as
      otherwise provided in Section 21.4 hereof, within two (2) years following
      dissolution, then there shall be distributed to the Joint Venturers as tenants
      in common, subject to the foregoing Sections 21.2. (a.), (b.), (c.) and (d.)
      of
      this Section 21, undivided interests in the assets of the Joint Venture, as
      valued and constituted on that date.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    21.4
      Tenants
      In Common.
      If all
      of the rights in the Property have not been disposed of by the Joint Venture
      prior to such dissolution, the Joint Venturers hereby agree that upon
      dissolution of the Joint Venture any and all patents, copyrights and other
      intellectual property held by the Joint Venture shall be promptly transferred
      to
      and belong, in shares of fifty percent
      (50%) to each Joint Venturer respectively, as tenants in common, and in
      furtherance thereof the Joint Venturers agree to promptly execute all necessary
      and proper assignments and/or other documents to effectuate such
      transfers.

    


    
      	22.	
              GAIN
                OR LOSS DURING
                DISSOLUTION.

            


    

    Any
      gain
      or loss arising out of the disposition of assets of the Joint Venture during
      the
      course of dissolution shall be borne by the Joint Venturers in the sane
      proportion as such gain or loss was shared by the Joint Venturers pursuant
      to
      this Agreement immediately prior to dissolution.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	23.	
              BUSINESS
                OPPORTUNITTIES AND CONFLICTS OF
                INTEREST.

            


    

    23.1 Either
      of
      the Joint Venturers may engage in or possess an interest in any other business
      venture of every kind, nature and description, including ventures or enterprises
      which may compete with the Joint Venture, and neither the Joint Venture nor
      either of its Joint Venturers shall have any rights in and to said business
      ventures, or to the income or profits derived there from-

    


    23.2 No
      Joint
      Venturer shall be obligated to offer any investment or business opportunities
      to
      the other Joint Venturer or to the Joint Venture. Any Joint Venturer may invest
      or otherwise participate in such opportunities without notice to the Joint
      Venture or to the other Joint Venturer, without affording the Joint Venture
      or
      the other Joint Venturer any opportunity of participating in such business
      opportunity and without any liability whatsoever to the Joint Venture or to
      the
      other Joint Venturer. Each Joint Venturer hereby waives any right it may have
      against the other Joint Venturer for capitalizing on information learned as
      a
      consequence of its connection with the affairs of the Joint
      Venture.

    


    23.3 Protected
      Contacts.
      Each
      Joint Venturer shall provide to Project a mutually agreed upon list of
      individuals and business entities (the "Contacts"), which shall be included
      in
      this Agreement as Addendum C "Schedule of Protected Contacts" to which each
      Joint Venturer, in their Corporate Reseller status and relationship with the
      Project, is entitled to receive compensation as referenced in Section 12.2
      above. This list shall be comprised of but not limited to the following
      information: Business Name, Contact Person, :Address, Phone Number and Joint
      Venture Product and/or Service, which Reseller is representing to said Contact.
      This list shall be updated on a quarterly basis and the Reseller shall be
      granted an exclusive right to represent StreamTraX's Products and/or Services
      to
      said Contacts for a period equal to the term of this agreement with the
      exception of the following: If a Contact does not contract or start negotiations
      of a contract with the Joint Venture within a period of one hundred and eighty
      (180) days from the time said Contact is listed on Addendum C referenced above,
      then the Joint Venturers shall have the right to, but not necessarily the
      obligation to declare themselves free from any requirement of exclusivity or
      protected contact status as set forth above. Each Joint Venturer further
      warrants and agrees to (i) not to circumvent or attempt to circumvent or permit
      another, directly or indirectly, to circumvent the proprietary rights or
      contacts of each other in their relationship with the Contacts listed on
      Addendum C, (ii) not to use any proprietary information disclosed by each other
      or the Contact listed on Addendum C for anything except the intended purpose,
      nor to use such proprietary information for independent development, nor to
      use
      it directly or indirectly with any third party or parties, all of which
      non-circumvention obligations shall survive for the term of this Agreement
      or
      for two (2) years thereafter if the agreement is terminated by either Joint
      Venturer for any cause other than criminal, ethical or misrepresentation
      reasons.

    


    
      	24.	
              MARKETING
                AND ADVERTISTNG.

            


    

    24.1 Reseller's
      Undertaking-
      Each
      Joint Venturer, as a Reseller, shall exert its best efforts to promote and
      market the products in the Territory and to develop a market demand for the
      same
      in the Territory. The Joint Venturers shall advertise the products throughout
      the Territory in appropriate advertising media and in a manner insuring proper
      and adequate publicity for the products. Each Joint Venturer represents that
      all
      advertising and marketing materials relating to the products of the Joint
      Venture or of each other shall be accurate in all respects. Each Joint Venturer
      shall maintain a well -staffed marketing organization which can be appropriately
      utilized for the promotion of the products in the Territory- Each Joint Venturer
      agrees to participate in fairs and Exhibitions to market the products in the
      Territory. Each Joint Venturer agrees to maintain such numbers of trained
      personnel in the other's products and the Products and Services of the Joint
      Venture as to adequately facilitate sales and marketing efforts relative to
      those products. Such personnel at each Joint Venturer's expense are invited
      to
      attend each other's training sessions to be established and reasonably published
      prior to such sessions.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    24.2 Use
      of
      Sub Dealers.
      Other
      than the Joint Venturer's Wholesale customers. Each Joint Venturer shall not
      appoint, hire or otherwise engage sub dealers as set forth in Sections 6. (7),
      (8),(9) to market or distribute the Joint Venture's Software, Hardware or New
      Products without the express written consent of each Joint Venturer and such
      approval shall not be unreasonably withheld.

    


    24.3 Promotional
      Materials.
      The
      Joint Venturers agree to provide each other, at no cost to the other, such
      promotional materials for the Software and/or Hardware in camera ready or
      electronic format as each Joint Venturer generally makes available to its
      resellers, including technical specifications, prices, drawings, and each Joint
      Venturer may reproduce such materials as reasonably required in connection
      with
      its promotional, advertising and/or marketing activities, provided that all
      copyright, trademark and other property markings are reproduced. Each Joint
      Venturer may also purchase hard copies of such materials at each Joint
      Venturer's published prices. Such materials, including all copies and
      reproductions made by each Joint Venturer, remain the property of the other
      Joint Venturer and, except insofar as they are distributed by each Joint
      Venturer in the course of its performance of its duties under this Agreement,
      must be promptly returned to the Joint Venturer upon the expiration or
      termination of this Agreement.

    


    24.4 Distribution
      of Software in Each Joint Venturer's Packaging.
      If
      applicable, each Joint Venturer hereby agrees to advertise, market, sell and
      distribute the Software and/or Hardware solely in the packaging provided by
      each
      Joint Venturer in that Joint Venturer's sole discretion. In its distribution
      efforts, each Joint Venturer will use the then current names, marks and
      designations used by each Joint Venturer for the Software or Hardware
      (`'Trademarks") but will not represent or imply that it is the other Joint
      Venturer or is a par: of the other Joint Venturer, provided that all
      advertisements and promotional materials, packaging and anything else bearing
      a
      Trademark shall identify each Joint Venturer as the Trademark owner and Software
      or Hardware manufacturer, further provided that any use of the Trademarks shall
      be governed by Section 26.3.

    


    
      	25.	
              MAINTENANCE
                AND OTHER SUPPORT.

            


    

    Each
      Joint Venturers agree to make available to each other and Customers second
      tier
      support and maintenance. Each Joint Venturer will provide the training needed
      to
      each other and to the Joint Venture so they may provide tier one
      support.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	26.	
              PROTECTION
                OF PROPRIETARY RIGHTS.

            


    

    26.1 Acknowledgement
      of Proprietary Materials.
      Each
      Joint Venturer hereby acknowledges that the Software, Hardware and Documentation
      offered for resale by the other Joint Venturer are protected by the patent
      and
      copyright laws of the United States and other countries and that the Software,
      Hardware and Documentation embody valuable confidential and trade secret
      information of that Joint Venturer, the development of which required the
      expenditure of considerable time and money by the Joint Venturer. Each Joint
      Venturer hereby agrees to hold the Software, Hardware and Documentation,
      together with any other confidential information and data made available to
      it
      or the Project by each Joint Venturer, in confidence and agrees not to use,
      copy, or disclose, nor permit any of its personnel to use, copy, or disclose
      the
      same for any purpose that is not specifically authorized herein. For the
      purposes of this Section 26.1, the terms and conditions of this Agreement are
      confidential information of each of the Joint Venturers.

    


    26.2 Proprietary
      Markings.
      Each
      Joint Venturer hereby agrees to ensure that all copyright. trademark and other
      proprietary notices of the Joint Venture or of each other affixed to or
      displayed on the Software, Hardware, New Product and Documentation will not
      be
      removed or modified.

    


    26.3 Trademarks.

    (a.)
      Acknowledgement
      of Rights in Trademarks.
      Each
      Joint Venturer acknowledges that the Joint Venture and each Joint Venturer
      individually are the owner of all right, title and interest in and to their
      Trademarks, together with any new or revised names, designs or designations
      which each may adopt to identify it or any Software and/or Hardware during
      the
      Term, and each Joint Venturer agrees not to adopt or use any of the Trademarks
      in any manner whatsoever except as expressly provided in this
      Agreement.

    


    (b.)
      License
      to use Trademarks.
      The
      Joint Venture and each Joint Venturer hereby grant
      to each
      other a license during the Term to use the Trademarks in the Territory, provided
      that they are used solely in connection with the marketing, and distribution
      of
      the Software, Hardware and/or New Product and in accordance with each Joint
      Ventu'er's specifications as to style, color and typeface and such use shall
      be
      subject to prior written approval of the Joint Venture or each Joint Venturer,
      which approval shall not be unreasonably withheld, and, provided further, that
      no other right to use any name or designation is granted by this Agreement.
      Upon
      expiration or termination of this Agreement, each Joint Venturer will take
      all
      action necessary to transfer and assign to the parent Joint Venturer, or its
      nominee, any right, title or interest in or to any of the Trademarks, and the
      goodwill related thereto, which Joint Venturer may have acquired in any manner
      as a result of the marketing and distribution of Software or Hardware under
      this
      Agreement and each Joint Venturer shall cease to use any Trademark of other
      Joint Venturer. Each Joint Venturer hereby agrees to notify each other
      immediately upon Joint Venturer having knowledge of any infringement or
      potential infringement of any Trademark in the Territory.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c.)
      Registration.
      Each
      Joint Venturer agrees not to apply for registration of any Trademarks in the
      Territory for like or similar Products or for any mark confusingly similar
      thereto unless agreed upon by each Joint Venturer- Each Joint Venturer may
      elect
      to apply for registration of one or more of the Trademarks in the Territory
      at
      its expense, and, in such event, the Joint Venturer shall so notify the other
      and each Joint Venturer shall assist and cooperate with each other in connection
      therewith. Reseller also agrees not to use or contest, during or after the
      term
      of this Agreement, any Trademark, name, mark or designation used by the Joint
      Venturer anywhere in the world (or any name, mark or designation similar
      thereto). Each Joint Venturer acknowledges and agrees that all use of the
      Trademarks by each other shall inure to the benefit of the parent or owner
      Joint
      Venture.

    


    26.4
      Survival.
      The
      provisions of this Section 26 shall survive the expiration and/or termination
      of
      this Agreement.

    


    
      	27.	
              LIMITATION
                OF LIABILITY; INJUNCTIVE RELIEF.

            


    

    27.1 No
      Consequential Damages; Limitation of Liability.
      In no
      event shall either Joint Venturer be liable with respect to any subject matter
      of this Agreement for loss of profits or incidental, indirect, special,
      consequential or other similar damages under any contract, negligence, strict
      liability or other legal or equitable theory. Except as provided in Section
      28
      below, the liability of each Joint Venturer for any claim arising out of or
      in
      connection with this Agreement shall not exceed the amount paid to each Joint
      V
      enturer by the Project or fine other Joint Venturer with respect to the specific
      items of Software or Hardware giving rise to such claim.

    


    27.2 Injunctive
      Relief.
      Each
      Joint Venturer acknowledges that any breach of its obligations under this
      Agreement with respect to the proprietary rights or confidential information
      of
      the Joint Venture or the other Joint Venture will cause the Project or the
      individual Joint Venturer irreparable injury for which there are inadequate
      remedies at law, and therefore each Joint Venturer will be entitled to
      injunctive relief in addition to all other remedies provided by this Agreement
      or available at law.

    


    27.3 Survival.
      The
      provisions of this Section 27 shall survive the expiration and/or termination
      of
      this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	28.	
              DEFENSE
                OF INTELLECTUAL PROPERTY
                CLAIMS.

            


    

    If
      notified promptly in writing of any action (and all prior claims relating to
      such action) against a Joint Venturer based on a claim that the Joint Venturer's
      distribution and/or use of the Software or Hardware infringes a United States
      patent, copyright or other U.S. intellectual property right, and if given access
      by Joint Venturer to any information Joint Venturer has regarding such alleged
      infringement, each Joint Venturer agrees to defend the other in such action
      at
      its expense and will pay any costs or damages finally awarded against the Joint
      Venturer in any such action, provided each Joint Venturer shall have had sole
      control of the defense of any such action and all negotiations for its
      settlement or compromise. In the event that a final injunction shall be obtained
      against the Joint Venturers distribution and/or use of the Software or Hardware,
      or any part thereof, by reason of infringement of a United States patent or
      other United States intellectual property right, each Joint Venturer will,
      at
      its option and at its expense, either procure for the other the right to
      continue using the Software or Hardware, modify the same so it becomes
      non-infringing or grant the Joint Venturer a credit for such Software or
      Hardware and accept its return. Each Joint Venturer shall not have any liability
      to each other under any provision of this clause if any infringement, or claim
      thereof, occurs outside of the United States or is based upon: (i) the use
      of
      the Software or Hardware in combination with other computer hardware or software
      programs which are not made by the Joint Venturer or (ii) the Software or
      Hardware has been modified by other Joint Venturer without authorization. Each
      Joint Venturer shall indemnify the other and hold it harmless against any
      expense, judgment or loss for infringement of any patent or other intellectual
      property right which results from the exceptions set forth in the immediately
      preceding sentence of this Section 28. No costs or expenses shall be incurred
      for the account of each Joint Venturer without the written consent of that
      Joint
      Venturer. The foregoing states the entire liability of each Joint Venturer
      with
      respect to infringement of patents or other intellectual property right by
      the
      Software, Hardware or any part thereof, or by its operation.

    


    
      	29.	
              REPORTS
                AND RECORDS.

            


    

    Records.
      Each
      Joint Venturer agrees to maintain copies of all documentation relating to the
      distribution of Software or Hardware under this Agreement. If requested in
      writing by each other, each Joint Venturer shall permit the other to have access
      to such documentation at Joint Ventu'er's place of business during ordinary
      business hours.

    


    
      	30.	
              RELATIONSHIP
                OF PARTIES.

            


    

     Independent
      Contractor Status.
      Nothing
      contained in this Agreement shall be construed to constitute each Joint Venturer
      as a partner, employee or agent of each other, nor shall each Joint Venturer
      hold himself out as such except as set forth herein this Agreement as Joint
      Venturers in this Project. Each Joint Venturer has no right or authority to
      incur, assume or create, in writing or otherwise, any warranty, liability or
      other obligation of any kind, express or implied, in the name of or on behalf
      of
      each other, it being intended by both Joint Venturers that each shall remain
      an
      independent contractor responsible for its own actions. Each Joint Venturer
      agrees to indemnify and hold the other harmless from and against any damage
      or
      expenses, including reasonable attorney's fees, arising out of a breach of
      the
      provisions of this Section 30.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              30.

            	
              MISCELLANEOUS.

            


    

    30.1 Force
      Majeure.
      If the
      performance of any obligation (other than for payment) under this Agreement
      is
      prevented, restricted or interfered with by reason of war, revolution. civil
      commotion, acts of public enemies, blockade, embargo, strikes, any law, order,
      proclamation, regulation, ordinance, demand, or requirement having a legal
      effect of any government or any judicial authority or representative of any
      such
      government, or any other act whatsoever, whether similar or dissimilar to those
      referred to in this Section 30.1, which is beyond the reasonable control of
      the
      party affected, then the party so affected shall, upon giving prior written
      notice to the other party, be excused from such performance to the extent of
      such prevention, restriction, or interference, provided that the party so
      affected shall use reasonable commercial efforts to avoid or remove such causes
      of nonperformance, and shall continue performance hereunder with reasonable
      dispatch whenever such causes are removed.

    


    30.2 Insolvencv
      or Sale of Business Entity. Product or Service.
      Concurrent with this Agreement, the Joint Venturers shall severally and jointly
      agree that if either Joint Venturer shall become insolvent or shall enter into
      an agreement to liquidate assets or shall exercise any form of exit strategy
      whereby the full right, control and use of any, or all products or services
      contributed to the Joint Venture shall change, then at such time one original
      code copy of the Software and Hardware specifications, plans, and agreements
      shall become the property of the Joint Venture without limitation to continue
      to
      enjoy the sole and exclusive rights thereto as specified in Section I l
      hereof.

    


    30.3 Applicable
      Law.
      Any
      claim or controversy relating in any way to this Agreement shall be governed
      and
      interpreted exclusively in accordance with the laws of the State of Kansas
      and
      the United States without regard to the United Nations Convention on Contracts
      for the International Sale of Goods.

    


    30.4 Arbitration.
      All
      disputes arising in connection with this Agreement shall be finally settled
      by
      arbitration before the American Arbitration Association in accordance with
      its
      then-effective Commercial Dispute Resolution rules, before one (1) arbitrator
      appointed in accordance with said rules. The place of arbitration shall be
      the
      County of Sedgwick, m the State of Kansas. The arbitrator shall determine the
      matters in dispute in accordance with the laws of Kansas pursuant to Section
      30.3 of this Agreement. Notwithstanding the above, each Joint Venturer has
      the
      right to bring suit in a court of competent jurisdiction against each other
      for
      (i) any breach of the Joint Venturer's duties of confidentiality pursuant to
      Section 26 of this Agreement, and (ii) any infringement by each Joint Venturer
      of the other's proprietary rights; and each Joint Venturer hereby agrees that
      all such suits may in the suing Joint Venturer's sole discretion be initiated
      in
      a state or federal court located in the State of Kansas and, accordingly,
      irrevocably consents to the jurisdiction and to the service of process,
      pleadings and notices in connection with any and all actions and processes
      initiated in the state or federal court located in Kansas. This provision shall
      survive the expiration and/or termination of this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    30.5 Statute
      of Limitations.
      Any
      action by either Joint Venturer for breach of these terms and conditions must
      be
      commenced within one (1) year after the cause of action has
      accrued.

    


    30.6 Partial
      Illegality.
      If any
      provision of this Agreement or the application thereof to any party or
      circumstances shall be declared void, illegal or unenforceable, the remainder
      of
      this Agreement shall be valid and enforceable to the extent permitted by
      applicable law. In such event, the parties shall use their best efforts to
      replace the invalid or unenforceable provisions by a provision that, to the
      extent permitted by the applicable law, achieves the purposes intended under
      the
      invalid or unenforceable provision. Any deviation by either party from the
      terms
      and provisions of this Agreement in order to comply with applicable laws, rules
      or regulations shall not be considered a breach of this Agreement.

    


    30.7 Waiver
      of Compliance.
      Any
      failure by each Joint Venturer hereto to enforce at any time any term or
      condition under this Agreement shall not be considered a waiver of that party's
      right thereafter to enforce each and every item and condition of this
      Agreement-8 Notices.
      All
      notices and other communications in connection with this Agreement shall be
      in
      writing and shall be sent to the respective parties at the following addresses,
      or to such other addresses as may he designated by the parties in writing from
      time to time in accordance with this Section 30.8, by registered or certified
      air mail, postage prepaid, or by express courier service, service fee prepaid,
      or by telefax with a hard copy to follow via air mail or express courier service
      in accordance with this Section 30.8.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	To ESPRE:	 	5700 West Piano Parkway
	 	 	Suite 2600
	 	 	Plano, TX 75093
	 	 	Attention: Bob Loan
	 	 	 
	With copyto: File	 
	 	 	 
	To Reseller.	 	4450 Gustafson Rd
	 	 	Wichita KS 67204
	 	 	Attention: Gary
              Carty


    

     

    All
      notices shall be deemed received (i) if liven by hand, immediately, (ii) if
      liven by air mail, five (5) business days after posting, (iii) if given by
      express courier service, three (3) business days after delivery to courier
      service, or (iv) if given by telefax, upon receipt thereof by the recipient's
      telefax machine as indicated either in the sender's identification line produced
      by the recipient's telefax machine or in the sender's transmission confirmation
      report as produced electronically by the sender's telefax machine.

    


    30.9 Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original and all of which together shall be deemed to be one and the same
      instrument. The parties have caused this Agreement to be executed by their
      respective duty authorized representative as of the Effective Date.

    


    30.10 Remedies.
      The
      remedies provided for herein or otherwise available to the Joint Venturers
      shall
      be cumulative and no one such remedy shall be exclusive of any other and the
      exercise of any one shall not preclude the exercise or be deemed a waiver of
      any
      other remedy nor shall the specification of any remedy exclude or be deemed
      to
      be a waiver of any right or remedy at law or in equity which may be available
      to
      a Joint Venturer including any rights to damages or injunctive
      relief.

    


    30.11 Consents.
      Any and
      all consents and agreements provided for or permitted by this Agreement shall
      be
      in writing and a signed copy thereof shall be filed and kept with the books
      of
      the Joint Venture.

    


    30.12 Written
      Amendment.
      This
      Agreement may not be amended or changed except by a written instrument duly
      executed by each of the Joint Venturers.

    


    30.13 Additional
      Documents.
      Each
      Joint Venturer shall execute and deliver any and all additional papers,
      documents and other instruments and shall do any and all further acts and things
      reasonably necessary in connection with the performance of its obligations
      hereunder to carry out the intent of the Joint Venture.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    30.14 Entire
      Agreement.
      This
      Joint Venture Agreement and its associated Reseller provisions between ESPRE
      and
      GreaTraX constitutes the entire agreement between the parties hereto and
      supersedes all previous negotiations, agreements and commitments with respect
      thereto, and shall not be released, discharged, changed or modified in any
      manner except by instruments signed by duly authorized officers or
      representatives of each of the parties hereto. No course of prior dealing
      between the parties and no usage of the trade shall be relevant to supplement
      or
      explain any term used herein. Acceptance or acquiescence in a course of
      performance rendered hereunder shall not be relevant to determine the meaning
      of
      these terms and conditions even though the
      accepting or acquiescing party has knowledge of the performance and opportunity
      for objection.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this
      Agreement is executed as of the date and year first above written.

     

    
      	ESPRE Solutions, Inc.	 	GreaTraX, LLC
	 	 	 
	/s/
              Peter Ianace	 	Authorized
              Signature
	Authorized Signature	 	 
	 	 	 
	Peter
              Ianace	 	 
	Printed Name	 	Printed Name 
	 	 	 
	
              5/17/05

            	 	 
	Date	 	Date


    

       


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Addendum
      A

    Products
      for Resale by Joint Venture

    


    


    ESPRE
      Solutions Inc. Products

    


    eViewMail
      eViewMail is a is a total email marketing system. With eViewMail a customer
      will
      be able to record a professional quality video email message while online or
      upload pre-recorded videos and encode the messages in the exclusive eViewMail
      format. ESPRE Solutions provides a total turnkey solution including hosting,
      video services and private labeling options.

    


    eViewStream
      eViewStream is wavelet based video encoding technology that delivers unsurpassed
      video streaming quality over the internet even at low bandwidths.

    


    eViewLink
      eViewLink is a wireless, portable, hands free video conferencing system that
      puts the power of expert assistance, command and control and job monitoring
      into
      a PDA. The system was designed to communicate over a WiFi (802.11 b) network
      to
      anywhere in the word an expert resides. All the expert needs is an internet
      connection and they cast see, hear and obtain telemetry information from
      anywhere the portable is activated.

    


    eViewChat
      eViewChat is a Multipoint (PC to PC) Video Conferencing system designed to
      work
      without the add of a conference bridge and can handle up to eight simultaneous
      video conference calls right from the desktop. eViewChat is standards compliant
      and supports a wide range of image sizes, frame rates and bit rates to optimizes
      conferencing bandwidth requirements.

     

    GreaTraX
      LLC Products

     

    TBD


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Addendum
      B

    Retail
      Price Lists

    


    To
      be
      filled in at a later time.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Addendum
      C

    Schedule
      of Protected Contacts

    


    To
      be
      filled in at a later time.