Exhibit
      10.4

    


    


    EXCLUSIVE
      DISTRIBUTORSHIP AGREEMENT

    


    


    This
      exclusive distributorship agreement (hereinafter: Agreement)
      has
      been entered into by and between

     

    TOTH
      Attila,
      1237 Budapest, Nyír u. 30. 1/12., Hungarian citizen, hereinafter: PRINCIPAL),
      on the
      one hand,

     

    and

    


    VIDATECH TechnolOgiai
      KutatO,
      Fejlesztő és SzolgáltatO
      Korlátolt
      Felelősségű Társaság
      (head
      office: 1095 Budapest, Soroksári út 94-96.; registered by the [Budapest]
      Metropolitan Court as Court of Registration under No. 01-09-870107, represented
      by: KUN
      Dániel,
      Managing Director; hereinafter: AGENT),
      on the
      other hand

    


    (referred
      to hereinafter separately as Party and collectively as Parties) at the date
      stated hereinbelow.

    


    Whereas

    


    
      	 	
              ·

            	
              The
                Principal is possessing the rights related to the distribution of
                the
                product subject to the Agreement; 

            


    

    
      	 	
              ·

            	
              The
                Principal is entitled to use and utilise the Product and to assign
                the
                rights related thereto, the Patent is not encumbered by the claim
                of any
                third party;

            


    

    
      	 	
              ·

            	
              The
                Agent is dealing with the utilisation of
                patents,

            


    

    


    The
      Parties agreed this day under the following terms and conditions:

    


    I.
      Definitions used in the Agreement 

    


    Plan
      Documentation shall be interpreted by the Parties as the full technical
      description and design of TothTelescope.

    


    Measurement
      Units shall be interpreted by the Parties as the metric system.

     

    II.
      Objective of the Agreement 

    


    The
      objective of this Agreement shall be that the Principal assigns the exclusive
      distribution right relating to the telescope named PUT 1.0 (hereinafter:
      Product) to the Agent for the purpose that the Agent manufactures the Product,
      has it manufactured, utilises it in manufacturing processes, acquires purchase
      orders, satisfies market demands, searches for manufacturing partners and
      subcontractors and finances the costs to be incurred with the involvement of
      venture capital. In
      the
      framework of further cooperation the development of the basic Product, the
      industrial rights protection, patents, product developments should by financed
      by venture capital. Furthermore, the Agent may potentially transfer the
      exclusive right of utilisation to a third party and the Parties should
      proportionately share in the fees payable by such third party.

    

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    Furthermore,
      the Agent undertakes to establish an Internet-based, so-called e-commerce sales
      system for the sales of the Product, undertakes to maintain and develop it
      and
      to organise the satisfaction of the purchase orders received.

     

    III.
      Subject-matter of the Agreement 

    


    Based
      on
      the Agreement the Principal grants a licence for the sales and utilisation
      of
      the Product and the Agent shall pay a fee for this licence. 

    


    IV.
      Handover - takeover of rights

    


    1.
      What will be covered by the assigned right? 

    The
      Agreement shall cover all methods and extents of utilisation for 1 (one) year
      reckoned from signature, without any territorial restriction. 

    


    The
      Principal shall warrant during the full term of the Agreement that no third
      party has any right preventing or restricting the utilisation. 

    


    2.
      Exclusivity, transferability

    On
      the
      basis of the express agreement of the Parties the Agent acquires, by this
      Agreement, an exclusive right for the utilisation of the Product and the Parties
      expressly exclude that the Principal himself or any other third party should
      utilise the Product.

    


    The
      Parties expressly agree that the Agent will be entitled to assign the rights
      embodied and transferred through this Agreement to any third party, and/or
      to
      grant a right of use to any third party without any further permission or
      consent.

    


    3.
      Obligation of training

    The
      Principal shall inform the Agent as user on any possible rights and important
      circumstances relating to the Product and transfer the economic, technical
      and
      organisational know-how and experience related to the implementation of the
      invention.

    


    In
      case
      of the assignment of the rights to a third party the Principal will be charged
      by the obligation set out in this Clause towards such third party. The Principal
      as trainer will be responsible for the success of the training.

    


    4.
      Patent register

    The
      Parties will proceed for the sake of the registration of this Agreement in
      the
      patent register kept by the Hungarian Patent Office. In the framework thereof
      they will request the recording of an exclusive licence of utilisation for
      the
      benefit of the Agent.

    


    The
      Principal undertakes the obligation to make and/or to obtain the declarations
      required for the Principal’s being recorded in the patent register, furthermore,
      he will make all legal acts, which are required for the acquisition of right
      by
      the Agent and the performance of which will be possible for the Agent without
      undertaking any or materially big difficulties.

    


    5.
      Starting date of utilisation

    15
      July
      2006


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    6.
      Consideration, compensation

    40%,
      say
      forty percent of all revenues due to the Agent in consequence of the utilisation
      of the Product (including the fees payable by the third party, if the Agent
      assigns the exclusive right of utilisation to a third party) shall be due to
      the
      Principal, as gross licence fee, i.e. based on the express agreement of the
      Parties the licence fee shall include the amount of the general turnover tax
      [VAT] payable and also that of the deductible taxes and other public
      dues.

    


    All
      costs
      in connection with the utilisation of the Product and/or with the assignment
      of
      the related rights (expenditures in the nature of materials and in personal
      nature, out-of-pocket expenses, fees, stamp duties, etc.) shall charge the
      Agent. 

    


    The
      costs
      related to the manufacturing activity connected to the Product, to the
      manufacturing processes and to the sales of the Product shall be borne jointly
      by the Parties, i.e. in the event of direct manufacture and sales (or in the
      event of manufacture and sales with the involvement of subcontractor) it will
      be
      40%, say forty percent of the operational result derived from this activity
      of
      the Agent and not the revenue of the Agent, which will be due to the
      Principal.

    


    7.
      Performance of payment obligations, payment
      securities

    The
      Agent
      shall provide a written notice (settlement of accounts) to the Principal on
      the
      amount of the fee regulated in Clause IV. 6. above inclusive the last day of
      each month, within 10 (ten) business days following the given month. The
      Principal will approve in writing or may dispute in writing the settlement
      of
      accounts within 10 (ten) business days of receipt, in the absence of which
      the
      settlement of accounts will be deemed to have been expressly accepted and
      approved. The Principal may dispute the settlement of accounts subsequently
      exclusively with reference to the fact that he was mislead in respect of the
      facts serving as basis for the settlement of accounts.

    


    8.
      Checking of the business books

    The
      Principal will be entitled to check the conformity of the settlement of accounts
      defined in Clause IV. 7. above and to inspect the financial certificates related
      to this Agreement at the head office (premises) of the Agent.

    


    V.
      Sales of the Product

    


    1.
      Exclusive mandate

    By
      signing this Agreement the Principal grants an exclusive mandate for the Agent
      in order to sell the Product, i.e. all rights granted in this Agreement, related
      to the Product, to third parties. The Parties will understand by the mandate
      under this Clause that the Agent will be entitled to conduct negotiations on
      this subject in lieu and in the name of the Principal, furthermore, it will
      be
      entitled to sign an agreement on the sales of the Product in lieu and in the
      name of the Principal, if the agreement to be executed is presented to the
      Principal, who will make sure that the agreement wished to be entered into
      will
      not violate in any form whatsoever the contents and the substance of this
      Agreement, or any other rights of the Principal, and the exact settlement of
      financial accounts to be made with the third party has been elaborated.
      Nevertheless, the Principal undertakes the obligation to execute himself any
      agreement on the sales of the Product, entered into by the Agent.

    


    2.
      Sharing in the incomes

    Following
      the sales of the product 40%, say forty percent of all revenues shall be due
      to
      the Principal and 60%, say sixty percent thereof shall be due to the Agent,
      as
      gross fee of agency, for 1 (one) year reckoned from the execution of the
      Agreement.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    After
      the
      elapse of 1 (one) year the Principal and the Agent will evaluate the results
      of
      cooperation, and if they are satisfied with the achieved performance, they
      will
      extend the Agreement. In such case the sharing will evolve as follows: 48%,
      say
      forty-eight percent of all revenues derived from the sales of the Product shall
      be due to the Principal, while 52%, say fifty-two percent shall be due to the
      Agent, as gross fee of agency, for the term defined in the
      Agreement.

    


    All
      costs
      in connection with the sales of the Product and the related rights shall charge
      the Agent, including expressly the costs related to the expansion of the
      territorial scope of the patent protection (and of any possible patenting
      abroad).

     

    3.
      Indemnity 

    If
      the
      Principal sells the Product and all rights related to the Product to a third
      party with the circumvention of the Agent, in violation of the exclusive mandate
      granted in Clause V.1, he shall pay 60% of all his revenues derived therefrom
      as
      liquidated damage to the Agent during the effectiveness of this
      Agreement.

    


    VI.
      Miscellaneous provisions

    


    1.
      Territorial scope of the Agreement

    The
      territorial scope of the Agreement shall cover all countries of the Earth
      without any restriction.

    


    2.
      Term of the Agreement, expiry of the Agreement 

    The
      Parties conclude the Agreement for the definite term of 1 (one) year reckoned
      from the execution.

    


    The
      Agreement shall cease to exist for the future 

    
      	
            	·	
              after
                the elapse of the 1 (one) year;

            


    

    
      	
            	·	
              when
                all rights related to the Product have been sold to a third party
                based on
                Clause V of this Agreement.

            


    

    


    3.
      Causes of termination. Stipulation of the right of termination by extraordinary
      notice

    The
      Agreement may not be terminated by ordinary notice.

    


    The
      Agreement may be terminated by either party in writing, by extraordinary notice
      of termination with immediate effect, if the other party violates the Agreement
      seriously, despite a written warning relating to the consequences. The Parties
      shall deem the following circumstances to be a serious breach:

    
      	 	
              ·

            	
              The
                Principal fails to meet his warranty obligations defined in Clause
                IV.1 of
                this Agreement in any respect;

            


    

    
      	 	
              ·

            	
              The
                Agent fails to pay the fee based on the revenue derived from sales,
                approved by the Principal, despite a written notice, within 30 (thirty)
                days of notice;

            


    

    
      	 	
              ·

            	
              The
                Agent fails to meet its obligations set out in this Agreement in
                any
                respect.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    4.
      Stipulation of the applicable law 

    In
      the
      issues not regulated in the Agreement the Parties deem the provisions of
      Hungarian law and of the Civil Code to be compulsory for
      themselves.

    


    5.
      Amicable settlement of legal disputes resulting from the Agreement. Stipulation
      of jurisdiction 

    In
      the
      event of any potential legal disputes related to the Agreement the Parties
      will
      make efforts for settlement through negotiations. Should this have no result,
      the Parties stipulate already now the exclusive jurisdiction of the [Budapest]
      Metropolitan Court.

    


    6.
      Confidentiality

    The
      Contracting Parties agree that the facts, data and information they become
      aware
      of relating to each other in the course of the conclusion and performance of
      the
      Agreement shall qualify as business secret, and they shall handle them
      confidentially, according to the rules relating to business secrets. This
      obligation shall cover the employees, representatives, subcontractors, etc.
      of
      the Parties and in general each person, who/which obtains the business secret
      with the cooperation of the given Party in the interest of the fulfilment of
      the
      Agreement.

    


    The
      protection of business secret shall also cover the obligation that neither
      Party
      will be entitled to make accessible or to make known to a third party any
      information or document related to the Agreement, particularly the information,
      business ideas, plans, designs or methods qualifying as confidential, having
      become known to him or it on the business or marketing activity of the other
      Party, without the written consent of the other Party.

    


    The
      Contracting Parties lay down that also the information acquired with the
      cooperation of a person having been in a fiduciary relation or business contact
      with the other Party at the date of or prior to the acquisition of the secret
      shall also qualify as violation of the business secret, if this occurred without
      the consent of the other Party.

    


    The
      provisions of confidentiality will survive the termination of the Agreement
      by
      the elapse of 5 (five) years.

    


    7.
      Notices

    


    The
      notices related to the Agreement will be forwarded to the party concerned in
      writing, in registered letter, through hand delivery or via telefax message
      to
      the address defined hereinbelow, or to the address previously communicated
      by
      the other party for this purpose.

    


    For
      the
      Principal:

    Name:
      TOTH
      Attila

    Address:
      1237 Budapest Nyír u. 30. 1/12.

    E-mail:
      attila.toth@trfuture.com

    Telephone:
      06-70-221-6463

    Telefax:
      -

    


    For
      the
      Agent:

    Name:
      Vidatech Kft.

    Address:
      1095 Budapest, Soroksári út 94-96

    E-mail:
      info@pdv.hu

    Telephone:
      1-456-6061

    Telefax:
      1-456-6062


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Any
      change in the addresses defined in this Clause and/or in the person to be
      notified - which does not require any amendment to the Agreement - shall be
      communicated by the Parties to each other in writing without delay.

    


    The
      notices shall be deemed to have been delivered at the following dates and times:
      in case of hand delivery when the consignee takes over the consignment; in
      case
      of mailing when the recipient signs the acknowledgement of receipt; if the
      acknowledgement of receipt is not signed, then on the fifth business day
      following the second attempt of delivery; in case of telefax communication
      when
      the confirmation is received at the end of transmission on the successful
      transmission; in case of an e-mail message when the sender received a
      confirmation of the arrival of the message.

    


    


    After
      having read and interpreted this Agreement the Parties signed it approvingly,
      as
      a deed in full conformity with their will.

    


    


    Dated
      in
      Budapest, on 15 June 2006

    


    


    
      	
              /s/
                TOTH
                Attila 

            	 	
              /s/
                Dan Kun, Jr.

            
	
              Principal

            	 	
              Agent

            


    

     

     

    6