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                                                                   EXHIBIT 10.18

                        [CENTERGISTIC SOLUTIONS(TM) LOGO]

                             DISTRIBUTION AGREEMENT
                                     BETWEEN
                       CENTERGISTIC SOLUTIONS INCORPORATED
                                       AND
                             DACON ELECTRONICS PLC.

                                                               July 21, 2000   *

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                             DISTRIBUTION AGREEMENT

         This DISTRIBUTION AGREEMENT ("Agreement") entered into as of August 1,
2000 between Centergistic Solutions Incorporated ("Centergistic"), with its
principal place of business at 2045 West Orangewood Avenue, Orange, California
(United States of America) 92868 and Dacon Electronics Limited, with its
principal place of business at 1 Enterprise Way, Hemel Hempstead,
Hertsfordshire, HP2 7YJ, United Kingdom ("Dacon"),

WITNESSETH:

WHEREAS, Centergistic develops and markets software and hardware solutions to be
sold into call centers, customer contact centers, and other telephony and data
communications environments, and

WHEREAS, Dacon is in the business of marketing, distributing and supporting
related products to end-users and assures Centergistic that it has the
facilities, personnel, and technical expertise necessary to market, distribute
and support the Products in the Territory (as hereinafter defined); and

WHEREAS, Dacon wishes to obtain, and Centergistic is willing to grant Dacon, a
limited right to distribute and support the Products (as hereinafter defined),
to Named Distributors/Resellers in the Territory.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
representations and agreements set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Centergistic and Dacon, intending to be legally bound, hereby agree as follows:

SECTION 1 - DEFINITIONS

For purposes of this Agreement, the following terms shall have the respective
meanings indicated below:

1.1      "Named Distributor/Reseller." Any person or entity who obtains copies
of the Products from Dacon to fulfill orders for End-Users for their own
internal needs, provided such person or entity is named in advance and
Centergistic has approved of their addition to the Named Distributor/Reseller
list attached hereto as Exhibit C.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

1.2      "Distributor/Reseller Agreement." The written license statement
contained in each Product pursuant to which the Reseller obtains the limited
right to use a Product as further described in Exhibit A.

1.3      "Intellectual Property Rights." The intangible legal rights or
interests evidenced by or embodied in (1) any idea, design, concept, technique,
invention, discovery, or improvement, regardless of patentability, but including
patents, patent applications, trade secrets, and know-how; (2) any work of
authorship, regardless of copyrightability, but including copyrights and any
moral rights recognized by law; and (3) any other similar rights, in each case
on a worldwide basis.

1.4      "Products." The products covered by this Agreement include, but are not
limited to, the hardware and software provided therewith described in Exhibit A
as attached hereto and made a part of this Agreement. Exhibit A may be modified
from time to time throughout the term of this Agreement by and at the sole
discretion of Centergistic without prior notice to Dacon to reflect changes in
specifications, configurations, improvements, enhancements, and other matters
relating to the Products, as well as to reflect product line additions or
deletions, all without any obligation to re-purchase, replace or otherwise
upgrade any existing or prior version or release of that Product which may have
been purchased previously by Dacon or any other party.

1.5      "Hardware" means all components, other than Software.

1.6      "Point Release" means modifications or revisions to the Software that
solely corrects errors or provides other incidental corrections. Point Releases
do no alter the functionality of the Software or add new functions

1.7      "Software" means computer programs, including operating systems
software and application (s) software supplied by Centergistic, contained on
optical disk, or other media, memory devices, processors or system memory
including hardware logic instructions and micro-code.

1.8      "Territory" shall mean the United Kingdom and Europe.

1.9      "First Level Support" means direct calls from End-Users to the
Distributor/Reseller's technical staff , which may include operational
assistance and problem resolution.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

1.10     "Second Level Support" means calls from Distributor/Reseller's
technical staff or to Dacon's central support staff

1.11     "Third Level Support" means calls from Dacon's central support staff to
Centergistic's Product Support Specialists and/or Centergistic's Engineering
Staff. This assistance may include the creation of patches and/or workarounds,
or consultation with other companies that provide components of the Centergistic
Product(s). In addition may mean a visit to the End-User's site by a team of
Centergistic and Dacon technical support personnel to resolve issues when all
efforts to solve a problem remotely are exhausted.

SECTION 2 - GRANT OF DISTRIBUTION RIGHT

2.1      Distribution License. Subject to the terms of this Agreement,
Centergistic hereby grants to Dacon, and Dacon hereby accepts from Centergistic,
an exclusive, nontransferable license in the Territory to use, sell, perform,
display, distribute, support and sublicense the Products to Named
Distributors/Resellers.

2.2      Use. For the purposes of this Agreement, the term "use" shall mean
loading, installing, executing or displaying, and storing software on a
computer, processor, or controller for the purposes of operating the Products
for their intended purposes, or making a copy of software for archival or backup
purposes only. Centergistic grants to Dacon a nonexclusive, nontransferable
license to use Product software solely in conjunction with the promotion,
marketing, sales, installation, servicing and maintaining of Product(s) for
which the software was obtained. The foregoing license includes the right to
sublicense or transfer the software to Distributors/Resellers of Dacon for use
solely with, and for the operation of, the Product upon Dacon's resale of
Products to such Distributors/Resellers. Dacon will ensure that
Distributors/Resellers notify each End-User that they shall only be granted a
non-exclusive license to use, display, or execute the Software solely in
conjunction with Centergistic Products. Neither Dacon, its
Distributors/Resellers, or End-Users are granted any ownership rights or title
to the software, and Dacon shall treat all such software as Centergistic
proprietary information. Dacon, its Distributors/Resellers, or End-Users are not
licensed to use the software on any other equipment and may not copy, modify,
reverse engineer, reverse compile or merge the software without Centergistic's
prior written consent. Dacon agrees to enforce the provisions of such licenses
with regard to Dacon's Distributors/Resellers.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

2.3      Reserved Rights. All rights not specifically granted to Dacon hereunder
are reserved by Centergistic. Except as expressly provided hereunder in
connection with the distribution of the Products, Centergistic does not convey
any Intellectual Property Rights to Dacon hereunder. Dacon shall have no right
whatsoever to receive, review, or otherwise use or have access to the source
code for the Products, which are permitted to be distributed by Centergistic
only in object code form. Centergistic reserves the right to discontinue
developing, producing, licensing, or distributing any of the Products and to
modify, replace or add to the Products in its discretion at any time.

2.4      Exclusivity. Dacon will not align itself with, enter into any similar
Agreements between, or support, distribute or sell either formally or informally
the Products. Centergistic will not directly compete with any of the Named
Distributor/Resellers shown at Exhibit C. Centergistic will not establish any
indestood that a manufacturer of systems, switches or equipment to which the
Products are peripherally integrated or a company which has a global or
pre-existing relationship with Centergistic will not be bound by this provision,
Paragraph 2.4.

SECTION 3 - MARKETING RELATIONSHIP

3.1      Marketing Efforts and Plans. Dacon shall use reasonable efforts to
market the Product to Named Distributor/Resellers hereunder. Dacon shall
prepare, adopt and implement a marketing plan of reasonable scope and detail (to
be updated annually) for the effective distribution and licensing of the
Product, and shall dedicate sufficient personnel and resources for the
advancement and accomplishment of such plan.

3.2      Promotional Efforts. Dacon shall use its best efforts to promote
vigorously and aggressively the marketing and distribution of the Products to
Named Distributor/Resellers in the Territory. Dacon may advertise the Products
in advertising media of Dacon's choice, provided that the primary audience or
circulation is located in the Territory. Dacon shall make full use of all
promotional material supplied by Centergistic. In all advertising and promotion
of the Products, Dacon shall comply with Centergistic's standard cooperative
advertising policies as specified from time to time by Centergistic.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

3.3      Market Conditions. Dacon shall advise Centergistic promptly concerning
any market information that may come to Dacon's attention respecting
Centergistic, the Products, Centergistic's market position, or the continued
competitiveness of the Products in the marketplace, including charges,
complaints, or claims by Distributor/Resellers or other persons about
Centergistic or Products and Services. Dacon shall confer from time to time, at
the request of Centergistic, on matters relating to market conditions, sales
forecasting, and product planning.

3.4      Centergistic Packaging. Dacon shall distribute Products with all
packaging, warranties, and disclaimers as shipped by Centergistic and shall
require all Named Distributor/Resellers to adhere to the terms of the
Distributor/Reseller Agreements applicable to such Products.

SECTION 4 - PRODUCT INSTALLATION, TRAINING & SUPPORT

4.1      Distributor/Reseller Support. Dacon shall provide front-line (first
tier) support to its Named Distributor/Resellers in a manner that ensures total
satisfaction with the Product as further described in Exhibit B. Dacon further
agrees to set and observe standards for response time and service delivery that
are consistent with Named Distributor/Reseller needs and the marketplace.

4.2      Technical Expertise. Dacon shall provide, or cause the provision of,
configuration, installation, training, maintenance, technical and other services
as concerns Products sold by Dacon within the Territory.

4.3      Dacon agrees to designate the appropriate amount of Maintenance
Technician(s) who will be responsible for service and operational support
requirements for the Named Distributor/Resellers. Dacon shall maintain a level
of technical competence that ensures sufficient knowledge of Product to be able
to provide successful Product implementations and timely and accurate responses
to Distributor/Reseller issues. Dacon must initially become certified by taking
prescribed training courses offered by Centergistic. Dacon shall regularly
review Centergistic's World Wide Web Site to keep abreast of current technical
information. Additional training opportunities may be made available by
Centergistic at Dacon's request and expense.

4.4      Point Releases. Dacon will install or have installed mandatory

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

engineering changes, which Centergistic may from time to time deem necessary. In
addition, Dacon will promptly install Centergistic-supplied Point Releases and
appropriate Software Version Upgrades as they become available. Named
Distributor/Reseller systems must be maintained at the latest version in order
for Dacon to obtain continuing support for such systems.

4.5      Escrow. Centergistic agrees for the term of this agreement to maintain
the Software in escrow with an industry standard software escrow company in the
United States. Centergistic will select an escrow company. Dacon will have the
right to approve the selection. Until such time as Dacon approves the selection
of the escrow company, Centergistic will be relieved of its obligation under
this paragraph. Centergistic will maintain the escrow account current by
providing the latest version of the Software to the escrow company at least
quarterly or sooner should major changes be released (a major change is defined
as a change in the version number to left of the point). All costs related to
the escrow of the Software are to be born by Dacon.

4.6      Defect Reporting. Dacon shall promptly report any Defects found in
Product to Centergistic and shall immediately work with the Named
Distributor/Resellers and, where necessary, Centergistic, to provide a
satisfactory workaround for Named Distributor/Reseller's system.

4.7      Dacon shall make available, through itself, a third party, or
Centergistic (if Centergistic so desires), to its Named Distributor/Resellers
the proper minimum level of training in order to successfully operate the
Products. Dacon shall obtain Centergistic approval prior to dissemination of all
Distributor/Reseller training manuals, user guides, training presentations or
materials to any third party other than a Distributor/Reseller.

SECTION 5 - ORDER PROCEDURE/FORECAST

5.1      Orders. All orders for Product placed by Dacon shall be in writing.
Dacon shall order each Product or service by issuing to Centergistic a purchase
order specifying the description, including the product code, quantity, purchase
price, requested delivery dates and delivery instructions. All such purchase
orders shall be deemed to incorporate only the terms and conditions of this
Agreement, any other terms in such purchase orders purporting to expand or
modify the terms and conditions of this Agreement being expressly rejected,
unless previously agreed to by the Parties in

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

writing.

5.2      Controlling Terms. The terms and conditions of this Agreement and of
the applicable Centergistic confirmation shall apply to each order accepted or
shipped by Centergistic hereunder. Any terms or conditions appearing on the face
or reverse side of any purchase order, acknowledgment, or confirmation that are
different from or in addition to those required hereunder shall not be binding
on the parties, even if signed and returned, unless both parties hereto
expressly agree in a separate writing to be bound by such separate or additional
terms and conditions.

5.3      Centergistic Acceptance. All purchase orders for Products or services
shall be subject to Centergistic's written acceptance, and Centergistic may, in
its sole discretion, reject for any reason any and all purchase orders
transmitted by Dacon, and Centergistic shall not be held liable under any
circumstances for damages resulting from failure to accept submitted purchase
orders.

5.4      Order Forecasts. Dacon shall prepare six (6) month rolling forecasts
and submit to Centergistic MONTHLY for Centergistic's use in planning. It is
expressly acknowledged by Centergistic and Dacon that such forecasts are
prepared by Dacon and will be used only by Centergistic with respect to its
internal planning and such forecasts do not create any legal obligations for
Dacon and shall not be binding and shall not be considered commitments to
purchase from Centergistic or any other entity.

5.5      Centergistic Cancellation. Centergistic reserves the right to cancel or
suspend any orders placed by Dacon and accepted by Centergistic, or refuse or
delay shipment thereof, if Dacon fails (1) to make any payment as provided
herein or in any invoice; (2) to meet credit or financial requirements
established by Centergistic; or (3) otherwise to comply with the terms and
conditions of this Agreement.

5.6      Dacon Cancellation. Once an order has been accepted by Centergistic, it
may not be cancelled by Dacon unless (1) Centergistic has failed to ship the
order, or any portion thereof, within 10 (ten) days of the date of
Centergistic's confirmation of such order; and (2) Dacon provides written notice
of such cancellation, and Centergistic acknowledges such cancellation in
writing; and (3) Centergistic has not yet shipped the order or portion thereof
which Dacon desires to cancel.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

SECTION 6 - PRICES, DISCOUNTS, AND PAYMENT

6.1      Prices to Dacon. The price payable by Dacon for each Product shall be
as provided in Exhibit A, Product & Pricing Schedule. Centergistic may, by 90
days written notice to Dacon, change the price for any or all of the Products to
the extent not yet covered by an order duly submitted and accepted.

6.2      Taxes. Prices to Dacon do not include taxes of any nature. Dacon shall
pay such taxes when invoiced by Centergistic or will supply appropriate tax
exemption certificates in a form satisfactory to Centergistic.

6.3      Payment. Dacon shall pay invoices within 30 (thirty) days after the
date of Centergistic's invoice or on such terms as may be otherwise specified in
Centergistic's invoice. At Centergistic's option, shipments may be made on
credit terms in effect at the time an order is accepted. Centergistic reserves
the right, upon written notice to Dacon, to declare all sums immediately due and
payable in the event of a breach by Dacon of any of its obligations to
Centergistic, including the failure of Dacon to comply with credit terms and
limitations. Furthermore, Centergistic reserves the right to vary, change, or
limit the amount or duration of credit to be allowed to Dacon, either generally
or with respect to a particular order.

6.4      Interest. Interest shall accrue on any delinquent amounts owed by Dacon
for the Products and Services at the rate of 1.5 percent per month (18% per
year), or the maximum rate permitted by applicable law, whichever is less.

6.5      Further payment terms are detailed in Exhibit A.

SECTION 7 - WARRANTY

7.1      Centergistic warrants that the Product hardware of Centergistic's
manufacture will conform with its published specification, and to be free from
defects in workmanship and material at time of delivery. In the event the
hardware is not as warranted at time of delivery, Centergistic agrees to, at its
option, repair or replace at its facility, or its designee's facility, any
hardware so as to make the hardware conform to this warranty or take back the
hardware and refund the purchase price therefore provided: (1) notice of the
claimed defect is given in writing to Centergistic within twelve (12) months
from date of shipment; and (2) the defective hardware is returned to
Centergistic and in accordance with Centergistic's instructions. Centergistic

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

shall return hardware repaired or replaced by Centergistic under this warranty
at Centergistic's expense.

7.2      Product software is warranted by Centergistic to be free of media
defects at the time of shipment thereof, and to be free of such significant
coding errors as would materially impair or prevent operation of the software or
the system in accordance with its published specifications. Centergistic agrees
to replace such defective media and rectify at its facility, or its designees'
facility, such coding errors, and to deliver a modified version of the Product
at Centergistic's expense, provided that notice of the claimed defect or error
is given in writing to Centergistic within twelve (12) months from date of
shipment of such software.

7.3      The warranties provided herein shall be void in the event (i) the
Product fails or malfunctions as a result of improper modifications or improper
repairs thereto by persons other that Centergistic, or as a result of improper
or insufficient maintenance, or (ii) the Product is subjected to accident,
abuse, improper use or is exposed to conditions more severe than or not in
conformity with those specifications published by Centergistic in the then
current applicable equipment's manuals, or (iii) the original Product
identification markings have been removed, defaced or altered, or (iv) the
Product was not installed in accordance with Centergistic's recommended standard
installation and configuration practices current at the time of order, or (v)
the Product has been connected directly or indirectly to apparatus or equipment
which has not been registered if and to the extent required in accordance with
applicable government rules and regulations.

7.4      Unless requested or directed by Centergistic, Dacon shall not modify
either the hardware or software provided to it by Centergistic.

7.5      It is understood that Centergistic shall have no responsibility to
upgrade its Products under its warranty obligations or otherwise through the
installation or provision of new or improved equipment, component or software
programs or packages except such engineering improvements introduced by
Centergistic during the respective warranty period for such Products which
improvements, in Centergistic's sole discretion, constitute a mandatory
retrofit.

7.6      Repair and replacement services provided by Centergistic during the
scope or duration of the original Warranty period set forth in this Section
shall be warranted for the remainder of the original warranty period or for a
period of three (3) months whichever is later. Repair and replacement

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

services provided by Centergistic outside the scope or duration of the original
warranty period set forth in this section shall be warranted for a period of
three (3) months.

7.7      Dacon agrees to honor all replacement requests received from Named
Distributor/Resellers pursuant to the terms of the Distributor/Reseller
Agreement pertaining to the defective units. Dacon shall instruct all Named
Distributor/Resellers to submit all replacement requests to Dacon.

7.8      The sole and exclusive remedy of Dacon and, insofar as the
Distributor/Reseller Agreement effectively so provides, as well as their
successors and assigns, for any breach of Centergistic's warranty shall be to
obtain the replacement of the defective units that are returned to
Centergistic's point of shipment, freight prepaid. Dacon shall request return
authorization from Centergistic prior to release of the defective units, and
Centergistic shall provide annual reimbursement of charges for return freight.

7.9      EQUIPMENT PURCHASED UNDER THIS AGREEMENT MAY CONTAIN NEW AND
REMANUFACTURED PARTS THAT ARE EQUIVALENT TO NEW IN PERFORMANCE.

7.10     DISCLAIMER. THE PROVISIONS OF THIS SECTION CONSTITUTE THE SOLE AND
EXCLUSIVE REMEDY OF DACON AND THE EXCLUSIVE LIABILITY OF CENTERGISTIC AS
CONCERNS A DEFECTIVE PRODUCT, AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES,
GUARANTEES, PROMISES AND /OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

SECTION 8 - SHIPMENT, DELIVERY, TITLE AND RISK OF LOSS

8.1      Shipment will be made to the extent possible in accordance with the
projected shipment dates Centergistic provides to Dacon. Centergistic will pack
and package the Product(s) purchased by Dacon in accordance with Centergistic's
commercial standards.

8.2      Delivery shall be FCA (Free Carrier - Incoterms 1990), Centergistic's
facility in either Orange, CA, St. Louis, MO or Ferrograph's facility in
Newcastle, UK. Risk of loss shall pass from Centergistic to Dacon upon delivery
as above. Should Dacon not specify a carrier, Centergistic shall arrange for a
carrier at Dacon's expense. Should Dacon not take delivery as

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

above, Centergistic may place the Product(s) in storage for and on behalf of
Dacon whereupon delivery shall occur, and Centergistic will invoice and Dacon
agrees to pay the price for the Product(s). Dacon agrees to be responsible for,
and shall pay, all delivery charges including storage costs incurred by
Centergistic.

8.3      Title to the Products, excluding software, shall pass from Centergistic
to Dacon upon Dacon's full payment of the price for the delivered Products.
Dacon agrees that Centergistic shall retain a security interest in the Products
until such time as Dacon makes full payment of the price therefore.

8.4      Title to exchange modules sent to Dacon shall pass from Centergistic to
Dacon upon delivery to a carrier for transport to Dacon. Title to faulty or
failed units sent to Centergistic shall pass from Dacon to Centergistic upon
completion of repair at Centergistic's facility. Title to software, which may be
incorporated in any exchanged units, shall remain vested in Centergistic or the
person who has granted a license in respect thereof to Centergistic.

8.5      Centergistic will bear the risk of loss for items submitted for out of
warranty repair from the time received until the time submitted to a carrier for
return to Dacon.

8.6      Partial Delivery. Centergistic may make multiple shipments with
appropriate partial invoicing issued for each associated shipment.

SECTION 9 - INTELLECTUAL PROPERTY RIGHTS

9.1.     Trademarks and Trade Name. Dacon may not use any trade name or
trademark (including logotypes) of Centergistic, its parent or any subsidiary or
affiliated entity, in its capacity as a Centergistic appointed distributor or
otherwise, except in a form and context approved in advance and in writing by
Centergistic and then only in full accordance with trade name/trademark use
rules and guidelines published by Centergistic or the relevant trade name or
trademark owner. The foregoing will apply to all housemarks, trademarks, service
marks or trade names of Centergistic its parent or any subsidiary or affiliated
entity, whether or not registered, in effect now or in the future, which are
known to Dacon or which may be identified to Dacon from time to time (herein,
the "Trademarks"). Notwithstanding the foregoing, in no event may Dacon utilize
or incorporate any Trademark, including any derivation thereof or mark similar
thereto, in its corporate name or any name under which it may conduct business
or in association with the sale or promotion of products or services not
expressly authorized by and sourced

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

from Centergistic. Dacon will notify Centergistic of any known or suspected use
or infringement of any Trademark by any other party.

9.2      Dacon acknowledges that any permitted use of a Trademark extends only
to its activities as a Centergistic appointed Product distributor within the
Territory pursuant to the terms of this Agreement, and any use of a Trademark
outside the Territory is expressly prohibited. All Trademarks are and will at
all times remain the exclusive property of Centergistic or the relevant
Trademark owner. In no event may Dacon at any time during the term of this
Agreement or thereafter, attempt to register or otherwise assert any ownership
or other use right with respect to any Trademark.

9.3      Dacon's limited right, if any, to use a Trademark will terminate
immediately upon termination of this Agreement, and any and all such use
thereafter by Dacon is prohibited. Dacon expressly acknowledges that the
Trademarks are valuable assets of their respective owners and that any
prohibited or unauthorized use during or after the term of this Agreement will
result in substantial damage to such owners.

9.4      Confidential Information. During the course of performance of this
Agreement, Centergistic may disclose certain Confidential Information to Dacon
(and possibly its parent, Cognitronics Corporation) solely to permit Dacon to
perform its obligations under this Agreement. Dacon shall use its best efforts
to maintain the secrecy of all such Confidential Information. Dacon shall
refrain from using, disclosing, or otherwise exploiting any Confidential
Information for any purpose not specifically authorized by Centergistic in this
Agreement. All files, lists, records, documents, drawings, specifications,
equipment, and computer programs that incorporate or refer to any Confidential
Information shall be returned or destroyed promptly upon termination of this
Agreement.

9.5      Notification. Dacon shall promptly notify Centergistic of (1) any
claims, allegations, or notification that its marketing, licensing, support, or
service of the Products and Services may or will infringe the Intellectual
Property Rights of any other person or entity; and (2) any determination,
discovery, or notification that any person or entity is or may be infringing the
Intellectual Property Rights of Centergistic. Dacon shall not take any legal
action relating to the protection or defense of any Intellectual Property Rights
pertaining to the Products and Services without the prior written approval of
Centergistic. Dacon shall assist in the protection and defense of such
Intellectual Property Rights.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

9.6      Infringement.

         9.6.1 Centergistic agrees that, except as qualified hereinafter, it
will defend, at its own direction, expense, and selection of counsel, all suits
against Dacon or Dacon's Distributor/Resellers in the Territory for infringement
of any patent or patents, patent applications, design registrations, copyrights,
trade secrets or other intellectual property rights covering, or alleged to
cover, the Products in the form sold by Centergistic to Dacon, and Centergistic
agrees that it will pay all sums which, by final judgment or decree in any such
suits, may be assessed against Dacon or Dacon's Distributor/Resellers on account
of such infringement, provided that Centergistic shall be given (i) immediate
written notice of all claims of any such infringement and of any suits brought
or threatened against Dacon or Dacon's Named Distributor/Resellers, and (ii)
authority to assume the sole defense thereof through its own counsel and to
compromise or settle any suits so far as this may be done without prejudice of
the right of Dacon or Dacon's Named Distributor/Resellers to continue the use of
the Product(s). If in any such suit so defended, the use of the Product(s) is
held to constitute an infringement and its use is enjoined, or if in the light
of any claim of infringement Centergistic deems it advisable to do so,
Centergistic may procure the right to continue the use of the same for Dacon or
Dacon's Named Distributor/Resellers, replace the same with non-infringing items,
modify the same so as to be non-infringing, or take back the alleged infringing
Product and refund its respective purchase price less a reasonable allowance for
use, damage, and obsolescence. Dacon agrees that it will immediately bring to
the attention of Centergistic any improper or wrongful use of Centergistic's
patents, designs, models, or other similar industrial, commercial, or
proprietary rights relating to the Products covered by this agreement which come
to its notice.

         9.6.2 Dacon agrees that the indemnification in the above section shall
not apply, and moreover shall be extended by Dacon to Centergistic, under
circumstances where the infringement claim is based on particular design
requirements, specifications, or instructions of Dacon or any of its
Distributor/Resellers or the use of the Product(s) by Dacon or any of its
Distributor/Resellers in combination with other apparatus not supplied by
Centergistic or for a purpose or application inconsistent with that specified in
Centergistic's published documentation.

9.6.3 Dacon agrees to indemnify and hold Centergistic, its parent and subsidiary
and affiliated entities, including their respective directors, officers,
employees, agents and representatives, harmless from and against

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

any and all liabilities, claims, demands, actions, costs or expenses, by
whomever asserted and regardless of nature or kind, including without
limitation, for personal injuries (including death) and damage to property,
whether in tort, contract or otherwise, directly or indirectly, in whole or in
part, attributed to or arising out of any act or omission by Dacon, its agents,
employees or representatives in the performance or non-performance of its
obligations hereunder, including any claims or proceedings arising out of
Dacon's alleged non-compliance with applicable laws or regulations, the sale,
installation or application of any product or service by Dacon, or for any lapse
of required insurance coverage. This indemnity will survive termination of this
Agreement.

         9.6.4 Notwithstanding any other provision of this Section 9.5,
Centergistic shall not be liable to Dacon for any claim arising from or based
upon the combination, operation, or use of any Product with equipment, data, or
programming not supplied by Centergistic, or arising from any alteration or
modification of Products.

         9.6.5 Centergistic shall have no obligation to Dacon with respect to
any infringement involving or concerning the Products except as stated in this
Section.

9.7      During the term of this Agreement, Dacon will maintain the following
insurance coverage in form and amounts reasonably satisfactory to Centergistic:
(i) Professional Liability insurance; (ii) Public liability insurance, including
blanket contractual, bodily injury (including death), and property damage
coverage.. Dacon will provide copies of appropriate insurance certificate(s)
evidencing such coverage to Centergistic within five (5) days after the signing
of this Agreement and thereafter on each annual renewal date thereof or
otherwise as may be requested by Centergistic from time to time.

SECTION 10 - LIMITATION OF LIABILITY

10.1 In the event that Centergistic is found liable for damages regardless of
the basis on which those damages may be claimed (including, without limitation,
fundamental breach, negligence, misrepresentation, or other contract or tort
claim, intellectual property indemnity, and/or strict liability), IN NO EVENT
WILL CENTERGISTIC'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY
CENTERGISTIC FOR THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT WHICH
GAVE RISE TO SUCH CLAIM.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

10.2 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR, AND BOTH DACON AND
CENTERGISTIC HEREBY WAIVE AS TO THE OTHER PARTY, ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING
OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF
GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS
BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR
OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

10.3 THE ABOVE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.

SECTION 11 - FREEDOM OF ACTION

11.1     Dacon Pricing. Dacon is free to determine its own resale prices for the
Products and Services. Although Centergistic may publish suggested list prices,
these are suggestions only and are not binding in any way.

11.2     Equitable Dealing. Dacon shall treat Named Distributors/Resellers
equitably and shall not discriminate unlawfully among them in prices, terms,
allowances, services, or any other manner.

11.3     Relationship of the parties. The relationship of Centergistic and Dacon
established by this Agreement is of licensor and licensee, each to constitute an
independent contractor. Nothing in this Agreement shall be construed to give
either party the power to direct or control the daily activities of the other
party, or to constitute the parties as principal and agent, employer and
employee, franchisor and franchisee, partners, joint venturers, co-owners, or
otherwise as participants in a joint undertaking. Centergistic and Dacon
understand and agree that, except as specifically provided in this Agreement,
Centergistic does not grant Dacon the power or authority to make or give any
agreement, statement, representation, warranty, or other commitment on behalf of
Centergistic, or to enter into any contract or otherwise incur any liability or
obligation, express or implied, on behalf of Centergistic, or to transfer,
release, or waive any right, title, or interest of Centergistic.

SECTION 12 - PROPRIETARY INFORMATION

12.1     The parties contemplate that, during the term of this Agreement,

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

either party may furnish the other confidential and/or proprietary information
which is related to the subject matter of this Agreement. Such information shall
be held in confidence by the receiving party and, except as explicitly
authorized by this Agreement, shall not be published in any form, shall not be
used, and shall not be discussed with nor disseminated to any individual or
organization other than the parties. Such obligations of confidentiality shall
apply for a period commencing upon the Effective Date of this Agreement and
extending five (5) years from the termination date of this Agreement. However,
such obligations of confidentiality shall not apply to information:

         (a)      which is not in writing and clearly marked "Proprietary" or
"Confidential." Information transmitted orally or visually may be classified as
information pursuant to this provision by so designating at the time of
disclosure, followed by a subsequent reduction to writing or other tangible form
and submission to the receiving party within thirty (30) days from the date of
initial disclosure;

         (b)      which is already in the possession of the receiving party or
its employees at the time of disclosure as evidenced by prior written
documentation;

         (c)      which now or hereinafter comes into the public domain without
breach of this Agreement;

         (d)      which the receiving party rightfully receives from third
parties without an obligation of confidentiality;

         (e)      which is approved by the disclosing party's written
authorization for use or release by the receiving party;

         (f)      which is independently developed by the receiving party
without breach of this Agreement;

         (g)      which is required by law (e.g., an order of a court or data
request from an administrative or governmental agency with competent
jurisdiction) to be disclosed; provided however, that the receiving party shall
provide the disclosing party ten (10) days prior written notice before the
disclosure of such information pursuant to this Subparagraph g.

12.2     Each party acknowledges that any breach of any of its obligations with
respect to confidentiality or use of confidential information hereunder is

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

likely to cause or threaten irreparable harm to the other party. The parties
therefore agree that in the event of such breach by either party, the other
party shall be entitled to seek equitable relief to protect its interests,
including but not limited to preliminary and permanent injunctive relief, as
well as monetary damages.

12.3     The parties agree that the terms and conditions of this Agreement
(including, without limitation, all information contained in this Agreement and
all attachments to this Agreement) are confidential, and that neither party
shall disclose the contents of this Agreement without the prior written consent
of the other party (except for such disclosures as are required by law in which
case(s) the provisions of Paragraph 12.1(g) will apply); provided, however, that
the general existence of this Agreement and identities of the parties hereto
shall not be treated as confidential information.

SECTION 13 - TERM AND TERMINATION

13.1     Term. Unless otherwise terminated as provided elsewhere herein, this
Agreement will be in effect for a term of thirty six [36] months from the
Effective Date and automatically will be renewed for successive one-year terms
thereafter, unless either party provides written notice to the other party of
its intention not to renew at least ninety (90) days in advance of the end of
the initial or then current one-year renewal term.

13.2     Termination Upon Bankruptcy. Centergistic may at any time, in its sole
discretion, immediately terminate this Agreement and any purchase order placed
hereunder upon written notice to Dacon in the event of (i) the liquidation or
insolvency of Dacon, (ii) the appointment of a receiver or similar officer for
Dacon, (iii) an assignment by Dacon for the benefit of all or substantially all
of its creditors, (iv) entry by Dacon into an agreement for the composition,
extension or readjustment of all or substantially all of its obligations, (v)
the filing of a meritorious petition in bankruptcy by or against Dacon under any
bankruptcy or debtors' laws for its relief or reorganization, (vi) upon Dacon
ceasing to be a legal entity in good standing in the local jurisdiction and
country of its incorporation or charter or qualified to do business in any
country or other governmental jurisdiction of which the Territory may be a part,
(vii) upon the commission of an act of dishonesty or other gross misconduct by
any employee, agent or representative of Dacon in connection with its
relationship with Centergistic or its support of the Products, or (viii) any
other event providing for immediate termination as may be expressly described
elsewhere herein.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

13.3     Consequences and Survival. In the event of termination, any provided
notice period is solely for the purpose of permitting an orderly transition for
both Parties, including the phase out and discontinuance of the support of
Products by Dacon, as well as the appointment by Centergistic of any successor
service provider. During such notice period, any obligation that Centergistic
may have hereunder to sell to Dacon will be limited further in that Centergistic
will provide support services to Dacon (i) only to the extent reasonably
necessary to satisfy Dacon's Distributor/Reseller requirements existing at the
time of the termination notice which reasonably can be satisfied by Centergistic
during the notice period, and (ii) only so long as Centergistic determines that
Dacon continues to satisfy its obligations under this Agreement, including
timely and sufficient payments of all amounts when due. Upon termination, each
party's rights and obligations will include but not be limited to the following:

         13.3.1   Dacon will cease to be a Centergistic appointed and authorized
service provider and thereafter will not represent itself in any manner
whatsoever as such and will not represent or otherwise engage in any practices
which might make it appear that Dacon is still a service provider for the
Products or representing Centergistic as an appointed service provider. Dacon
will take such action as is necessary to comply with this section without cost
or expense to Centergistic.

         13.3.2   Dacon will make timely payment of all amounts due and owing
under any Centergistic invoice and will not claim or exercise any alleged right
of offset against such amounts, whether such claim or alleged right arises as a
result of termination or otherwise.

         13.3.3   Dacon will deliver to Centergistic, or to such other party or
location specified by Centergistic, within ten days after the date of
termination any property of Centergistic, its parent or any subsidiary or
affiliated entity, in the possession or under the control of Dacon on the date
of termination. Centergistic may retain any amounts due and owing by it to Dacon
until these obligations upon termination are fulfilled. In case of non-delivery
of any such property, Centergistic may, at its option but without obligation to
do so, deduct and retain the full value thereof from any amounts due to Dacon.

         13.3.4   Dacon will cooperate with Centergistic and its designees in
all respects to assure an orderly transition and to preserve the business of
Centergistic in the Territory for any successor appointed service provider. If
applicable and desired by Centergistic, Dacon will assist Centergistic and its

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

designees in obtaining the transfer of telephone numbers and listings to the
successor appointed service provider. Following termination, Dacon will
immediately refer all inquiries regarding support of the Products to
Centergistic or to the successor appointed service provider.

13.4     Upon any termination of this Agreement, Centergistic will have the
right to cancel any or all unfilled orders existing on the effective date of
termination.

13.5     Each party expressly waives any claim or right to indemnity it may have
solely as a result of any termination of this Agreement, it being understood
that each party has entered into this Agreement with a full and independent
understanding of the financial and other effects upon it or its principals in
the event of termination.

SECTION 14 - GENERAL PROVISIONS

14.1     Modifications, Amendments, and Waivers. This Agreement may not be
modified or amended, including by custom, usage of trade, or course of dealing,
except by an instrument in writing signed by duly authorized officers of both of
the parties hereto. Performance of any obligation required of a party hereunder
may be waived only by a written waiver signed by a duly authorized officer of
the other party, which waiver shall be effective only with respect to the
specific obligation described therein. The waiver by either party hereto of a
breach of any obligation of the other shall not operate or be construed as a
waiver of any subsequent breach of the same provision or any other provision of
this Agreement.

14.2     Compliance With Law. Dacon shall comply with all applicable laws and
regulations in performing its duties hereunder and in any of its dealings with
respect to the Products and Services.

14.3     Records. Dacon shall maintain for at least two (2) years from the date
of creation all records, contracts, and accounts relating to the distribution of
Products and Services, and shall permit examination thereof by authorized
representatives of Centergistic at all reasonable times and at Centergistic's
expense in order that Centergistic may verify compliance by Dacon with its
obligations under this Agreement.

14.4     Severability. In the event that any provision hereof is found invalid
or unenforceable pursuant to judicial decree or decision, the remainder of this
Agreement shall remain valid and enforceable according to its terms.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH
AND EVERY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF
LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE
PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE
ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE
EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE, ALL OTHER LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH
HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT.

14.5     Notice and Notice Addresses. All notices, or other communication, from
one party to the other under this Contract shall be in writing and sent to the
addresses set forth below. Any such notice or other communication shall be
sufficiently given if: (1) delivered personally to the address, referred to
below, of the party to whom notice is to be given; or (2) sent by pre-paid first
class mail, certified mail, registered mail or by nationally-recognized private
express courier, to the address, referred to below, of the party to whom notice
is to be given.

IF TO CENTERGISTIC:                         IF TO DACON:

CENTERGISTIC SOLUTIONS                      DACON ELECTRONICS PLC
2045 West Orangewood Avenue                 1 Enterprise Way
Orange, California 92868                    Hemel Hempstead
United States of America                    United Kingdom  HP2 7YJ
Attention: David M. Cunningham              Attention: Roy Strutt
Chief Financial Officer                     Managing Director

14.6.    Export Control. Both Dacon and Centergistic acknowledge that the
Product(s) including related hardware, software and technical materials and
documents are subject to export controls under United States of America ("U.S.")
Export Administration Regulations and related U.S. Laws. Centergistic hereby
advises Dacon of such restriction and Dacon hereby agrees that it will (I)
comply strictly with all legal requirements established under these controls,
(ii) cooperate fully with Centergistic in any official or unofficial audit or
inspection that relates to these controls, and (iii) not export, re-export,
divert, transfer or disclose, directly or indirectly, any Product(s) including
hardware, software or technical materials or documents or any direct Product
thereof for ultimate delivery to any country (or to any national or resident
thereof) which the U.S. Government determines from

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

time to time is a country (or Distributor/Reseller) to which such export,
re-export, diversion, transfer or disclosure is restricted, without obtaining
the prior written authorization of Centergistic and the applicable U.S.
Government agency. Further, the acceptance by Centergistic of any order from
Dacon is conditioned upon an Export License being granted by the U.S. Department
of Commerce within sixty (60) days or by an extension thereto agreed upon in
writing by both Parties, if and to the extent that such an Export License is
required by law. Centergistic shall exercise its best efforts to obtain any
necessary Export License and shall keep Dacon fully informed in writing as to
the status of all such Export Licenses being sought.

14.7.    Construction and Severability.

         14.7.1   The parties acknowledge that this Contract has been prepared
and drafted through the efforts of both parties and agree that in the
interpretation, construction, and enforcement of the terms and conditions of
this Contract, there shall not be applied against either party the normal rule
of construction that vague and ambiguous terms are to be construed against the
drafting party.

         14.7.2   All references in this Contract to the singular shall include
the plural where applicable. Titles and headings to sections or paragraphs in
this Contract are inserted for convenience of reference only and are not
intended to affect the interpretation or construction of this Contract.

         14.7.3   If any term or provision of this Contract is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remainder
of the provisions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

14.8     Assignment. This Agreement, including the rights and duties contained
herein, may not be assigned, in whole or in part, by Dacon without the prior
written consent of Centergistic. Any act of Dacon, which is or could be
construed as an attempt to transfer or assign this Agreement or any of Dacon's
rights or obligations hereunder will be ineffectual and considered null and
void. Nothing herein will limit Centergistic's ability to transfer or assign any
or all of its rights and obligations hereunder as between Centergistic and its
parent, subsidiary or affiliated entities, whether as part of any sale,
consolidation, merger or other form of corporate reorganization or realignment
of corporate responsibilities or otherwise.

14.9     Force Majeure. Provided prompt notice is given to the other, neither

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

party shall be liable for any delay in performance or failure to perform any
term or condition of this Agreement (except for the payment of moneys due)
caused directly or indirectly by fire, explosion, accident, flood, any
regulation, rule, or act of any government or governmental agency; any inability
to obtain, or shortage of fuel, power, or transportation; act of God, armed
conflicts, civil commotion, or any other case of like character beyond the
affected party's reasonable control. Notwithstanding the above, the party so
affected or to be affected shall use reasonable efforts to avoid or remove such
cause of non-performance and to mitigate its consequences to the other party. If
the Force Majeure event continues for a period of sixty (60) days, then the
non-affected party shall have the right to immediately terminate this Agreement
upon written notice to the affected party.

14.10    Non-waiver. The failure of either party to give notice of
non-performance or to enforce or exercise any covenant, right or remedy at law
or equity, will not constitute a waiver of the covenant, right or remedy, or
preclude either party from exercising same thereafter, or preclude the exercise
of any other covenant, right or remedy at law or equity. All remedies available
to either party for breach of this Agreement are cumulative and may be exercised
concurrently or otherwise.

14.11    Non-Agency Relationship. During the term of this Agreement, Dacon is
authorized to represent itself to be an authorized service provider of
Centergistic for the installation, maintenance and other Distributor/Reseller
support services for the Products, provided that Dacon shall not issue any
written or printed matter or advertisement representing itself as such without
first securing Centergistic's approval of the form and text thereof. Dacon shall
make no other representation concerning its relationship with Centergistic. The
parties to this Agreement are independent contractors. It is understood that
Dacon is not a legal representative or an agent of Centergistic, its parent or
any subsidiary or affiliated entity. Dacon will not assume or create any
obligations on behalf of Centergistic, its parent or any subsidiary or
affiliated entity, nor will Dacon make any warranties or representations
relative to the Products or support services which obligates Centergistic unless
authorized in writing by Centergistic. Dacon may not act in any way so as to
allow another party to assume that any such agency or representative authority
or relationship exists.

14.12    Headings. The headings and titles used in this Agreement are for
reference purposes only and will not be deemed a part of this Agreement or as a
limitation of the scope of the particular paragraph to which the heading refers.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

14.13    Survival. The following Sections shall survive the termination or
expiration of this Agreement: Sections 9, 10, 11, 12, 14.16 and 17. Further
neither termination nor expiration of this Agreement shall relieve Dacon of any
of its obligations under this Agreement which arose prior to such termination,
conclusion or expiration of this Agreement.

14.14    Choice of Law and Resolution of Disputes. To the extent not otherwise
prohibited thereunder, Dacon hereby waives the applicability of any local laws
to the extent that such laws may act to modify, replace or add to any rights of
Dacon or obligations of Centergistic expressly stated in this Agreement,
including any such rights or obligations upon termination or in association with
Dacon's appointment hereunder.

This Agreement shall be construed in accordance with the laws of the State of
California and the parties submit to the jurisdiction of the English courts. In
case of any claim or controversy that might arise between the Parties in
relation to this Agreement by the Parties hereby subject themselves to
arbitration which will be administered by, of called by Dacon, the Judicial
Arbitration and Mediation Service of Southern California (or its nearly
identical alternative dispute resolution provider) or, if called by
Centergistic, by the London Chamber of Commerce. The arbitration shall take
place in the local venue and shall be conducted in the English language. Each
Party shall bear its own expenses and an equal share of the expenses of the
arbitration and the fees of the arbitration service sitting in supervision.

14.15    Language. The Parties acknowledge that they have required that this
agreement be drawn up in English. In the event of a conflict between the English
and other language versions of this agreement, the English version will prevail.

14.16    Execution in Counterparts and by Facsimile. This Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement. A facsimile of this Agreement, purchase orders
placed hereunder, notices issued hereunder, or signatures thereon, generated in
good form by a facsimile machine shall be treated as "original" documents or
signatures admissible into evidence unless a document's or signature's
authenticity is genuinely placed in question.

         ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all previous agreements and

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

understandings, whether oral or written, express or implied, with respect to the
subject matter of this Contract. This Agreement may not be altered, amended, or
modified except by written instrument signed by the duly authorized
representatives of both parties.

         IN WITNESS WHEREOF, the parties, intending to be legally bound, have
caused this Contract to be executed by their duly authorized representatives as
of the last date and year set forth below.

DACON ELECTRONICS PLC                       CENTERGISTIC SOLUTIONS, INC.

By: ____________________________            By: ________________________________

Name: __________________________            Name: David M. Cunningham

Title: _________________________            Title: Chief Financial Officer

Date: __________________________            Date: ______________________________

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
    Solutions Incorporated. (C)2000, Centergistic Solutions, Inc. All Rights
                                   Reserved.

<PAGE>

EXHIBIT A
PRODUCTS & PRICING




                       [CONFIDENTIAL TREATMENT REQUESTED]

<PAGE>

EXHIBIT B
SUPPORT SERVICES

It is Dacon's responsibility to provide First and Second Tier support to their
customers. Centergistic will provide 'Third Tier' support to Dacon and continued
maintenance and enhancement of the product. It is the intention of the parties
to commence charging end users for support. Recognizing that a "phase-in" period
is needed to implement this program, the parties agree to have a mutually agreed
upon support program in place by December 1, 2000. At this time, the program
will provide for payment to Centergistic for each end-user contract sold, at 57%
of the end-user contract price.

   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
                            Solutions Incorporated.
<PAGE>

EXHIBIT C NAMED DISTRIBUTORS/RESELLERS

Rockwell Electronic Commerce - Transcend & Spectrum Product Line British Telecom
- Customer Premise Equipment Product Line Nortel European Distributors -
Customer Premise Equipment Product Lines Lucent Resellers - Definity Product
Line

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   Confidential Distribution Agreement by and between Centergistic Solutions
 Incorporated and Dacon Electronics. Page 2 of 32 pages in total. This document
  is CONFIDENTIAL and is not to be copied or otherwise distributed without the
   express written permission of David M. Cunningham, VP/CFO of Centergistic
                            Solutions Incorporated.