EXHIBIT
      10.1

     

     

    FORM
      OF PREMIER RESELLER SOFTWARE LICENSING AGREEMENT

    BETWEEN

    CYBRA
      CORPORATION AND SOLZON CORPORATION

    


    THIS
      AGREEMENT
      is
      entered into as of the 27th day of August, 2007 (“Effective Date”) by and
      between CYBRA Corporation, a corporation organized under the laws of the State
      of New York and having a principal place of business at One Executive Boulevard,
      Yonkers, NY 10701 (hereinafter “Publisher”),
      and
      Solzon Corporation, a corporation organized under the laws of the State of
      New
      Hampshire and having a principal place of business at _________________________
      (hereinafter “Premier
      Reseller”)

    


    WHEREAS,
      Publisher is engaged in the design, creation, distribution, license, maintenance
      and support of certain computer software products, and represents that it is
      the
      owner of or has rights to market, license, and distribute certain computer
      products (including related documentation) as specifically identified in Exhibit
      1, attached hereto (“Products” or "CYBRA Products"); and

    


    WHEREAS,
      Premier
      Reseller sells, licenses and supports software to third party entities for
      use
      in their business operations (“Customer”, “Customers”, or “Customers and
      Prospects”); and

    


    WHEREAS,
      Publisher, complementary to its current business practices, desires to foster
      the marketing of its Products (including any successor products together with
      any other products as may be made available from Publisher during the term
      of
      this Agreement, any and all of which shall be deemed to be included in the
      term
“Products” as used in this Agreement) by Premier Reseller to Premier Reseller
      Customers and Prospects; and

    


    WHEREAS,
      Premier
      Reseller desires to acquire from Publisher a non-exclusive right and license
      to
      market the Products in accordance with the terms and conditions of this
      Agreement; and

    


    NOW
      THEREFORE,
      in
      furtherance of the foregoing purpose, the parties agree as follows:

     

    I. Marketing
      Rights and Software License

     

    The
      Publisher grants the Premier Reseller marketing rights for the Auto-IdTM suite
      of
      software products which is comprised of the MarkMagicTM
      and
EdgeMagicTM
      product
      lines. 

    


    
      
        
          	
                	A.	
                  Premier
                    Reseller is hereby granted a non-exclusive license to use any
                    current or
                    future software (“Software”) only in conjunction with Premier Reseller's
                    sale of the Products purchased directly from Publisher under
                    this
                    Agreement during the useful life of such Products, as they may
                    be repaired
                    or modified, from time to time. Premier Reseller agrees the Software
                    may
                    not be modified or reverse engineered in any manner.
                    

                


        

      

    

    


    
      
        
          	
                	B.	
                  Premier
                    Reseller agrees that such Software shall be treated as the exclusive
                    property of Publisher and/or Publisher suppliers, as appropriate,
                    and as a
                    proprietary and trade secret of Publisher and/or Publisher's
                    suppliers, as
                    appropriate. Premier Reseller shall take those steps as may be
                    necessary
                    to hold this Software in confidence for the benefit of Publisher
                    or
                    Publisher's suppliers, as appropriate.


                


        

      

    

    


    
      
        
          	
                	C.	
                  Premier
                    Reseller shall have the right to sublicense Publisher's Software
                    to its
                    customers only on the terms provided above.


                


        

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    II. Period
      of the Agreement

     

    This
      agreement is effective from date of signature and is in effect for two years
      thereafter. This agreement shall thereafter automatically renew for additional
      one year periods unless either party notifies the other of its intention to
      terminate the Agreement at least 30 days prior to any termination or renewal
      date. Each party may terminate the agreement by notifying the other party of
      the
      intent of so doing sixty (60) days in advance without cause. Termination with
      cause is immediate. 

    


    III. Territorial
      Limitation

     

    
      	 	
              A.

            	
              The
                Premier Reseller may sell the product(s) anywhere in the world.
                Premier
                Reseller acknowledges that the Products are of United States origin.
                Premier Reseller agrees to comply with all national and international
                laws
                that apply to Product, including the US Export Administration and
                the
                equivalent Industry Canada Regulations as well as end-use and destination
                restrictions issued by the United States and Canadian governments.
                

            


    

    


    IV. Sales
      Channels and Commercial Terms

     

    The
      sales
      channels governed by this agreement are for Premier Reseller to sell CYBRA
      Products directly to Premier Reseller customers. When Premier Reseller purchases
      CYBRA Products, the sales credit is taken as a discount for resale to customers
      or agents.

    


    On
      an
      exception basis, Publisher may sell the Products directly to Premier Reseller
      customers, provided that either: (a) the Premier Reseller customer insists
      on
      purchasing directly from Publisher rather than from Premier Reseller, or (b)
      as
      mutually agreed upon between Premier Reseller and Publisher. In the event of
      such an exception, the Premier Reseller’s sales credit will be paid by Publisher
      to Premier Reseller as a commission equivalent to the discount that would have
      been due Publisher had Premier Reseller sold directly to the customer or agent.
      

    


    CYBRA
      Products can be sold as a special Premier Reseller bundle, or can be sold
      individually. Terms and conditions of CYBRA Product pricing and sales credit
      are
      contained in Exhibit
      2 - Commercial Terms.
      

    


    Publisher
      periodically publishes new products. The Premier Reseller will be notified
      of
      availability and prices of such products. Sales credit for new products and
      add-on options will be consistent with current products. 

    


    V. Protection
      and Security

     

    The
      Premier Reseller undertakes to maintain secrecy concerning know-how,
      documentation, working methods, etc. concerning the products, and to use such
      information only as required for purposes of executing its obligations under
      this agreement. 

    


    
      
        
          	
                	A.	
                  The
                    Premier Reseller shall not engage directly or indirectly in the
                    production
                    or development of software products that compete directly with
                    the
                    Auto-IdTM suite
                    while this agreement remains in
                    effect.

                


        

      

    

    


    
      
        
          	
                	B.	
                  The
                    Premier Reseller is authorized to copy the product for his own
                    backup
                    purposes and for licensing to end-users. This includes distribution
                    of the
                    MarkMagic libraries with the distributor's application program
                    libraries.

                


        

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    VI. Warranty
      and Support

     

    The
      Publisher warrants all materials, i.e., documentation and software, and will
      be
      replaced if found to be defective in material or workmanship.

    


    THE
      WARRANTIES SET FORTH ABOVE ARE OFFERED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
      OR IMPLIED. EXCEPT AS SET FORTH HEREIN, PUBLISHER MAKES NO OTHER WARRANTIES,
      EXPRESS OR IMPLIED, REGARDING THE QUALITY, MERCHANTABILITY, OR FITNESS OF ITS
      PRODUCT(S) FOR A PARTICULAR PURPOSE OR USE. PUBLISHER SHALL NOT BE RESPONSIBLE
      FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGE, INCLUDING, BUT NOT
      LIMITED TO LOSS OF PROFITS OR DAMAGES TO BUSINESS OR BUSINESS RELATIONS. THIS
      WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. 

    


    The
      Publisher is responsible for providing technical support arising from the use
      of
CYBRA
      Products.
      

    


    The
      Premier Reseller is responsible for all Level
      One
      (1) end
      user technical support arising from the use of CYBRA Products. Level
      One
      (1)
      support includes printer connectivity, installation issues and basic usability
      questions. 

     

    VII. Selling
      Methods

     

    To
      sell
CYBRA
      Products,
      Publisher will provide the Premier Reseller with product literature in digital
      files, which can be copied and given to prospects. Any modifications to the
      literature must be approved by the Publisher.

    


    Premier
      Reseller’s customers and prospects that wish to try CYBRA Products for a trial
      period can download the product and documentation from the Publisher’s website.
      If the customer prefers media instead of download, it is the Premier Reseller’s
      responsibility to supply the media. 

    


    Premier
      Reseller’s customer may test CYBRA Products for a 30 day trial period. The trial
      period may be extended with Publisher’s permission. For the trial period the
      customer requires a temporary license key in order to activate the software.
      Premier Reseller will request both temporary and permanent license keys from
      the
      Publisher via email using the CYBRA Premier Reseller License Key Request
      Form.

    


    Publisher
      will issue a permanent license key to the Premier Reseller when royalties due
      Publisher (list price less commission) in the form of either a bank money order,
      check drawn on a US bank, money transfer or equivalent, in US funds and signed
      License Agreements completed by the customer are received by Publisher.


    


    IX. Disclaimer

     

    This
      agreement does not formulate a joint venture relationship or a partnership.
      The
      Premier Reseller is granted no additional authority to assume any obligation
      on
      behalf of the Publisher, or to perform any act in the name of the Publisher
      if
      not authorized to do so by this agreement. 

    


    
      
        
          	
                	A.	
                  The
                    Premier Reseller will not make contractual agreements, which
                    bind the
                    Publisher. The Premier Reseller is not the agent or employee
                    of the
                    Publisher, and will not represent it as
                    such.

                


        

      

    

    


    
      
        
          	
                	B.	
                  Premier
                    Reseller shall indemnify and hold Publisher free of any and all
                    claims of
                    loss or liability arising from improper maintenance, support,
                    or
                    misrepresentation by Premier Reseller's personnel or their authorized
                    agents.

                


        

      

    

    


    
      
        
          	
                	C.	
                  Publisher
                    will indemnify, defend, and hold harmless Premier Reseller for
                    all claims
                    of whatever nature made by others against Premier Reseller based
                    on the
                    product, arising out of Publisher's performance under this Agreement,
                    and
                    /or as a result of Publisher's agreements/relations with anyone
                    else or
                    copyright or patent infringement
                    claims.

                


        

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    X. Legal
      Considerations/Damages and Liability

     

    The
      laws
      of the state of New York will govern the terms of this agreement, and any
      dispute arising between CYBRA Corporation and the Premier Reseller will be
      settled by the jurisdiction of the authorized courts in the state of New York.
      

    


    THE
      PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE
      TO BE BOUND BY ITS TERMS AND CONDITIONS. THE PARTIES FURTHER AGREE THAT IT,
      INCLUDING THE EXHIBITS ATTACHED HERETO, IS THE COMPLETE AND EXCLUSIVE STATEMENT
      OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR
      AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES
      RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. 

    


    IN
      NO
      CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL,
      INDIRECT, RESULTING, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING WITHOUT
      LIMITATION LOSS OF PROFITS OR DAMAGE TO BUSINESS OR BUSINESS RELATIONS), HOWEVER
      CAUSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY ORDER
      FOR PRODUCTS ARISING HEREUNDER OR THE PURCHASE OR USE OF PRODUCTS OR SERVICES
      FURNISHED BY PUBLISHER TO PREMIER RESELLER. 

    

      
        
           

        

        
           

          
            

          

        

        
           

        

      

IN
      WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date
      first written. 

    


    
      	
              The
                Publisher

            	
              The
                Premier Reseller

            
	
               

              CYBRA
                Corporation

            	
               

              Solzon
                Corporation

            
	
              Authorized
                Representative:

            	
              Authorized
                Representative: 

               

            
	
              Title:

            	
              Title:
                

               

            
	
              Address
                for Notices:

               

              One
                Executive Boulevard

              South
                Westchester Executive Park

              Yonkers,
                NY 10701-6804

              USA

            	
              Address
                for Notices:

               

            
	
              Signature:

            	
              Signature: