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                                                                    EXHIBIT 10.2

         The full unredacted copy of this Agreement is subject to a request for
confidential treatment. Confidential portions have been omitted and the full
unredacted copy of this agreement has been filed separately with the Securities
and Exchange Commission.



                             THE WIDECOM GROUP INC.
                         55 CITY CENTRE DRIVE, SUITE 500
                      MISSISSAUGA, ONTARIO, CANADA L5B 1M3
                               PH: (905) 712 0505
                               FAX: (905) 712 0506

                          PRIVATE-LABEL / OEM AGREEMENT

THIS AGREEMENT is made on the 8th day of September, 1996 between The WideCom
Group Incorporated, a company incorporated under the laws of the Province of
Ontario, Canada whose registered office is at 55 City Centre Drive, Suite 500,
Mississauga, Ontario, Canada, L5B 1M3 (hereinafter called "WideCom"), and Scan
Group (1991) Ltd. whose registered office is at P.O.Box 10525, Haifa Bay 26114,
Israel, Hereinafter called "SGI".

Whereas

(A)      SGI manufactures high end wide-format color scanners.

(B)      Widecom manufactures low cost wide-format monochrome and color
         scanners.

(C)      SGI is desirous of reselling Widecom color scanners under its own brand
         name, and incorporating Widecom color-scanner engine in a product to be
         created by SGI.

(D)      Both firms wish to co-operate in joint marketing efforts, and joint
         promotions, as necessary.


1.       Definitions

1.1      In this agreement: 

         (a)      "Product or Base Product" means the SLC436-Color Scanner
                  hereto as manufactured and marketed by WideCom from time to
                  time or as may be amended from time to time by agreement in
                  writing.


         (b)      "Pure Direct Competition" means products based on Widecom's
                  scan engine, that have no difference, or no real value
                  differentiation, over Widecom's stand alone scanner.


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         (c)      "Applications" shall mean the applications of the Production
                  for purposes other than that of a stand alone scanner.

         (d)      "OEM" shall mean private labeling or branding of equipment.

2.       Product Scope

SGI will take Widecom's base product and create products for the following
applications:

         (a)      Color separation card and or software, for Windows and Unix
                  Platforms, as a primary function of the unit.

         (b)      SCSI interface card and software for Windows and UNIX
                  Platforms. Note: Widecom will not develop a competitive
                  SCSI/UNIX interface for at least 3 years, and will resell this
                  interface to its customers, and offer it to its other OEMs.

         (c)      Vectorisation on the fly Software and Hardware for Windows and
                  UNIX Platforms.

                  SGI may use ATIL to do these product developments, but will
                  insure that ATIL signs and abides to the non-disclosure and
                  non-compete agreements.

3.       Prospect Protection  
                  Both parties agree not to encroach
                  upon or  undermine the other party's efforts in recruiting
                  specific dealers, distributors or OEMs. In this regard, 
                  Widecom recognizes that SGI has had an ongoing relationship 
                  with the following firms, and that SGI wishes to approach 
                  such firms with products created from Widecom's base 
                  scan-engine technology, and Widecom will support these 
                  actions within the term defined hereunder                    

                    USA: *

                    Europe: * - Germany
                              - Germany
                              - Germany
                              - Austria
                              - Slovakia

                  SGI must show progress in its efforts to recruit these firms
                  as resellers on a bi-monthly basis, to maintain such
                  protection. The protection will be for a period of a maximum
                  of 6 months if SGI has not been able to finalize an agreement
                  with the above noted firms within that period. Extended
                  protection beyond the six months will require bi-monthly
                  updates that show real progress is being made to Widecom's
                  satisfaction. If any of these firms approach Widecom directly,
                  and an agreement is entered upon within 5 years of this date
                  then Widecom will provide SGI an override commission for
                  purchases by that firm from Widecom. This commission will be
                  $40.00 per unit.

4.       Mutual Marketing Actions

4.1(a)   Widecom offers SGI access to one of its U.S. offices (Atlanta, Chicago
         or other), where SGI may at its option establish its primary U.S.

*THIS ITEM HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR CONFIDENTIAL TREATMENT.


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         facility. Widecom will allow SGI staff temporary access to its
         showrooms and meeting rooms in its other facilities, based on mutual
         convenience.

4.1(b)   If needed, SGI may at its own cost install call forwarding or call
         answering services at other offices.

4.1(c)   The only costs that Widecom will be responsible for is provision of
         space for the primary SGI office, whereas SGI will be responsible for
         the rest of its costs (e.x. telephone, e.t.c.).

4.1(d)   Widecom will not be obligated to maintain an office for more than one
         year, or provide this service beyond this period, unless mutually
         agreed.

4.2(a)   Widecom intends to participate at the following tradeshows over the
         next six months:

         Show:                   Dates                 Location     Booth Size
         GovCAD'96               September 23 to 25    Virginia     20x30
         A/E/C Systems Fall      October 29 to 31      Florida      20x20
         AutoFact                November 12 to 14     Detroit      20x20
         GIS/LIS'96              November 19 to 21     Colorado     10x20
Widecom invites SGI to participate in these tradeshows at Widecom booth.

4.2(b)   Widecom will allow SGI one overhead sign on the channel joining two
         columns (as depicted in appendix-A). Along with the overhead sign, SGI
         can put up two posters on the columns of size 3'x4'. All signage must
         be pre-approved by



         Widecom, to insure no conflicting message is portrayed. It is
understood that the product that SGI will display can be competitive to other
Widecom products in the booth, as long as such product incorporates Widecom's
scan-engine. Widecom will not be able to provide overhead signage if the booth
is less than 20'x20'.

4.2(c)   For the show participation, SGI will be responsible for its own
         shipping, drayage or staff costs. Widecom will only be responsible for
         providing the space on the booth, carpet, and its standard booth. All
         other costs will be borne by SGI. Joint participation in tradeshows
         other than the above, will be mutually agreed upon by both parties, as
         necessary, on an ongoing basis.

4.2(d)   SGI will inform Widecom in writing at least 60 days prior to each
         tradeshow, of its intent to participate. If SGI fails to attend at a
         tradeshow, after confirming its intent to participate, Widecom may
         withdraw its invitation to participate in future trade shows.

4.3      Lead sharing: Both parties agree to share leads that are more suited to
         the other party's Widecom-based product. That is, for the products that
         are in pure direct competition, neither party is obligated to share
         leads. Both parties agree to share leads for Widecom- technology-based
         products that either party has developed that can better meet the
         specific demands of a customer. For example, if the SGI labeled product
         contains a special vectorization boards or other related imaging
         enhancements, that are not offered by Widecom, and are required by the
         customer, then Widecom will pass this lead to SGI.

4.4      SGI agrees to the use of its name and reference in Widecom advertising
         and testimonial literature. That is, Widecom wishes to use advertising
         and testimonial literature that conceptually says that SGI provides the
         best & highest quality color scanner on the market, and uses that to
         enhance its credibility, since SGI has chosen the Widecom technology
         for its low cost product. This will be created in a manner


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         that enhances both SGI & Widecom's stature in the market, and does not
         take away or hinder anything from SGI's products that are in
         pure-competition with Widecom. Widecom will use this to promote its
         technology, and no specific finished product. Each one the
         advertisements or literature will have to be approved by SGI.

5.       Non-disclosure/Non-compete Both parties have entered into a mutual
         non-disclosure agreement, which is attached as appendix-B. SGI affirms
         that other than with respect to the proposed business relationship
         between the parties, it is neither engaged in nor intends to be engaged
         in either directly or in directly any business involving single line
         contact scanning module technology. SGI agrees not to enter any such
         business during the 5 (five) year period following the date of this
         agreement.

6.       Production/Sub-contract Widecom will consider favorably the possibility
         of producing the new SGI scanner (based on Widecom technology) at their
         plant in India. SGI will provide all documentation needed for this
         production. The new scanner developed by SGI will be owned solely by
         SGI and its production rights will not be allowed to be handed to a
         third party.

7.   Territory, Commitment, Price & Quality Assurance

7.1      Territory: For the European market, the basic unit that Widecom
         supplies is limited in the form of a Color-Separation-Scanner or
         SCSI/UNIX-Scanner or Vectorisation-Scanner unit. For the first 12
         months, the stand-alone scanner base-unit will not be sold by SGI in
         the European market, except for the above noted
         application/configuration.

7.2      Commitment: SGI agrees to commit to 200 units for the first 18 months,
         and subsequent annual commitments will be mutually agreed upon by both
         parties.

7.3      Price: The purchase price per unit for the 200 units will be: *.
         Widecom undertakes that for similar quantity purchases, no other
         Company will be offered a better price and if they are offered a better
         price, then it will reduce the SGI price accordingly (but this will not
         be retroactive). For any quantity of machines under 2,000, Widecom
         undertakes that the price to any other customer will not be more than
         10% lower, in which case it will reduce the SGI price.

7.4      Product Updates: In case that Widecom will change the specifications of
         the scanner in the future, they will update SGI with the full hardware
         and software documentation prior to introducing the new product to the
         market.

7.5      *

7.5      Quality Assurance: Widecom undertakes to provide to SGI units that will
         show image that resolves the test chart created by both parties, and
         attached in appendix-C. The scanner specifications will be as follows:

         a.       The scanner should support scanning in RGB mode of at least 24
                  bit per pixel.
         b.       The scanner should be able to produce consistent colors.
         c.       Scanning area of at least A0 for every color mode.
         d.       The scanner should scan in true 400 dpi resolution.

8.       Termination

8.1      Either party may terminate this agreement forthwith by notice in
         writing sent thirty (30) days in advance:

*THIS ITEM HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR CONFIDENTIAL TREATMENT.


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         (a) upon bankruptcy, insolvency of liquidation of either party (except
         for voluntary liquidation to effect a reconstruction on terms to which
         the other party has previously consented to in writing);

         (b) upon any material change to the ownership or management of either
         party which the other party considers detrimental to its interest;

         (c) if either party commits a irremediable breach of the terms of this
         agreement.

8.2      Notwithstanding termination of this agreement SGI and ATIL shall remain
         bound by the obligations to respect WideCom's confidential information,
         non-competition and industrial property rights.

9.       Applicable Law: This agreement shall be construed under and governed by
         the law of the Province of Ontario, Canada. Further, the parties hereto
         agree that any claims or controversy arising between them our of, or in
         conjunction with the provisions of this agreement shall be finally
         settled in accordance with the rules of conciliation arbitration of the
         International Chamber of Commerce. In addition, the parties agree to
         comply with the applicable laws of Canada and the territory regarding
         disclosure requirements and limitations of payments imposed by subject
         territories.


IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written.



                                               /s/
---------------------------------------        --------------------------------
 On Behalf Of The Scan Group (1991) Ltd.       Refoel Moshe




                                               /s/
---------------------------------------        --------------------------------
 On Behalf Of The WideCom Group Inc.           Suneet Tuli


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                                   APPENDIX A

Picture of an overhead sign to be used by SGI in connection with certain
tradeshows which the Company has invited SGI to participate in with the use of
the Company's booth.



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                                   APPENDIX B

                            NON-DISCLOSURE AGREEMENT
                         Made this 11th day of July 1996

By and among SCAN GROUP LTD., having a place of business at 22 Humusshim St.
P.O. Box 0425 Halfa 26114, Israel; and THE WIDECOM GROUP INC., having a place of
business at 55 City Centre Drive, Suite 500, Mississauga Ontario, Canada.

1.       RECITALS. The parties hereto acknowledge that from time to time,
         Widecom may make known to Recipient certain confidential information in
         furtherance of mutual business interests which is deemed to be
         confidential, secret and/or proprietary to Widecom.

2.       DEFINITION. "Confidential Information" shall mean all information
         designated as "Confidential Information", (as provided in Paragraph 3)
         and disclosed by Widecom to Recipient, including, but not limited to,
         any electronic configurations, component specification, logic diagrams
         and equipment designs associated with the Scanner/Plotter/Facsimile
         Project. The term "Confidential Information" shall not include any
         information which:

         2.1      Is now generally known or available or which hereinafter
                  through no act or failure on the part of Recipient becomes
                  generally known or available; and provided that the term
                  "generally known" shall not include piecemeal reconstruction
                  or reverse engineering of the "Confidential Information";

         2.2      Is hereafter fumished to Recipient by a third party without
                  restriction on disclosure, where such third party legally
                  obtained such information and the right to disclose it to
                  Recipient or

         2.3      is independently developed by Recipient without violation of
                  any legal rights which Widecom may have in such information.

3.       DISCLOSURE and PROTECTION.

         As to any information provided to Recipient by Widecom, such disclosure
         shall be deemed "Confidential Information" if:

         a)       The confidential information in written or other tangible form
                  is marked "Confidential" or

         b)       Information disclosed orally is identified as confidential in
                  writing to Recipient within 72 hours of meeting and may not be
                  disclosed in any part prior to said Letter of Identification.

4.       Recipient shall use "Confidential Information" for the purpose of this
         Agreement only and shall not disclose "Confidential Information" or any
         part thereof to any other person, corporation or other organization
         without prior written authorization of an officer of Widecom.


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5.       This Agreement shall remain in force and effect for two (2) years from
         the date of the last transfer of "Confidential Information" between the
         parties.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.



SCAN GROUP LTD.                            THE WIDECOM GROUP INC.


By: /s/                                    By: /s/
    --------------------------------           --------------------------------
    Rofoel Moshe                               Suneet Tuli
    TITLE: President                           TITLE: Executive Vice President
    Date:  11/7/96                             Date: 11/7/96


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                                   APPENDIX C

It is agreed that units of SLC 436-Color Scanner will be tested by both
companies using the test chart as follow:



Test Chart # .83.001


Test Chart maid by: EDMUND SCINTIFIC
                    Barlington
                    New Jersey 08607
                    USA

----------------------------                         -------------------------
Scan Group Ltd.                                      Widecom


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