MarkMagic
      International Reseller Agreement

    EXHIBIT
      10.7

     

    


    


    Signed
      and validated on ___________________ 20_____, by

    


    CYBRA
      Corporation, with its offices located at One Executive Boulevard, Yonkers,
      NY
      10701, USA, incorporated and registered under the laws of the state of New
      York,
      USA, hereinafter referred to as the Publisher, 

    


    and

    


    Company
      Name: _____________________________________________

    


    with
      its
      offices located at 

    


    Address:
       _______________________________________________

    


       _______________________________________________

    


    _______________________________________________

    


    hereinafter
      referred to as the Reseller. 

    


     

    I. Marketing
      Rights

     

    


    The
      Publisher grants the Reseller marketing rights for the MarkMagic
      5
      suite of
      software products and annual support listed in Appendix
      A,
      MarkMagic
      Version 5.1 International Pricing,
      that
      hereinafter is referred to as CYBRA
      Products.
      

    


    The
      terms
      and conditions of these rights, including territorial limitations, are defined
      below. 

    


     

    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 three (3) months in advance without cause. Termination with
      cause is immediate. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    
MarkMagic
    International Reseller Agreement

     

    III. Territorial
      Limitation

     

    


    The
      Reseller may sell the product(s) only in the following countries: 

    


    


    _______________________________________

    


    These
      countries are hereinafter referred to as the territory. 

    


     

    IV. Sales
      Commission

     

    


    The
      sales
      commission for each CYBRA Product sold by the Reseller is 40% of the then
      current list price. This commission also applies to annual support licenses,
      product upgrades, and product add on options.

    


    The
      Publisher will provide to the Reseller, an Enterprise MarkMagic license
      including all add on options for its own use, at a nominal price of two thousand
      (2,000) US dollars. The license, and all subsequent product updates, will remain
      in effect for the full term of this agreement at no additional charge to the
      Reseller. 

    


    List
      prices for CYBRA
      Products
      and
CYBRA
      Product Maintenance
      are
      defined in CYBRA's International Price List (Appendix A). Prices are subject
      to
      change. The Reseller will be notified by the Publisher 90 days in advance.
      

    


    CYBRA
      periodically publishes product upgrades. The Reseller will be notified of
      availability and prices of upgrades. The commission on these upgrades is
      identical to that of products. 

    


     

    V. Protection
      and Security

     

    


    The
      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 this agreement. 

    


    
      	
              A.

            	
              The
                Reseller shall not engage directly or indirectly in the production,
                development, distribution or sale of any competitive software product
                while this agreement remains in
                effect.

            


    

    


    
      	
              B.

            	
              The
                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.

            


    

    


    


    
      
         

      

      
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    MarkMagic
      International Reseller Agreement

     

    VI. Warranty
      and Support

     

    


    The
      Publisher warrants all materials, i.e., documentation and software, and will
      be
      replaced if found to be defective. All other warranties are expressly
      disclaimed. The Publisher makes no expressed or implied warranties with regard
      to performance or fitness of purpose. 

    


    The
      Publisher is responsible for providing technical support as defined in our
      Support Agreement, arising from the use of CYBRA
      Products.
      

    


    The
      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 MarkMagic
      usability questions. 

    


     

    VII. Selling
      Methods

     

    


    To
      sell
CYBRA
      Products,
      Publisher will provide the 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.

    


    Customer
      prospects that wish to try MarkMagic 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 Reseller’s responsibility to supply the media.


    


    For
      the
      trial period the customer requires a temporary license key in order to activate
      the software. Reseller will request both temporary and permanent license keys
      from the Publisher via email using the CYBRA Reseller License Key Request
      Form.

    


    Publisher
      will issue a permanent license key to the 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. 

    


     

    VIII. Disclaimer

     

    


    This
      agreement does not formulate a joint venture relationship or a partnership.
      The
      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
                Reseller will not make contractual agreements, which bind the Publisher.
                The Reseller is not the agent or employee of the Publisher, and will
                not
                represent himself as such.

            


    

    


    
      
         

      

      
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      MarkMagic International Reseller Agreement

       

       

    

    
      	
              B.

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

            


    

    


    
      	
              C.

            	
              Publisher
                will indemnify Reseller for claims by others made against 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.

            


    

     

    IX. Legal
      Considerations

     

    


    The
      laws
      of the state of New York will govern the terms of this agreement, and any
      dispute arising between CYBRA Corporation and the 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
      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
      WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date
      first written. 

    


    
      	
              The
                Publisher

            	
              The
                Reseller

            
	
              CYBRA
                Corporation

            	
              Company
                

              Name:

            
	
              Authorized
                

              Representative:

            	
              Authorized

              Representative:

            
	
              Title:

            	
              Title:

            
	
              One
                Executive Boulevard

              South
                Westchester Executive Park

            	
              Address:

            
	
              Yonkers,
                NY 10701-6804

              USA

            	
               

            
	 	 
	
              Signature
                & Seal:

            	
              Signature:

            


    

    


    
      
         

      

      
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    APPENDIX
      A: MarkMagic Version 5.1 International Pricing