In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Exhibit 10.22

MAINTENANCE AGREEMENT

THIS MAINTENANCE AGREEMENT (this Agreement) is made and entered into as of the 28th day of March 2006 by THAYER EQUITY INVESTORS IV, L.P. (the Investor), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association in its capacity as administrative agent (in such capacity and together with its successors and assigns in such capacity, the Agent), for itself and the lending institutions from time to time party to the Financing Agreement (defined below) (collectively and together with their respective successors and assigns, the Lenders).

RECITALS:

A. The Agent, Lenders and SUNTRON CORPORATION, a Delaware corporation, K*TEC OPERATING CORP., a Delaware corporation, SUNTRON GCO, L.P., a Texas limited partnership, EFTC OPERATING CORP., a Delaware corporation, SUNTRON-IOWA, INC., a Delaware corporation, CURRENT ELECTRONICS, INC., an Oregon corporation, RM ELECTRONICS, INC., a New Hampshire corporation, and SUNTRON-KANSAS, INC., a Delaware corporation (collectively, the Borrowers) entered into a certain Financing Agreement bearing event date herewith (as the same may be amended, modified, restated or supplemented from time to time, the Financing Agreement).

B. As a condition precedent to the effectiveness of the Financing Agreement, the Agent has required that the Investor execute and deliver this Agreement.

D. The Investor is a shareholder of Suntron Corporation and, as such, expects to derive benefits from the Amendment and from the credit accommodations extended to the Borrowers pursuant to the Financing Agreement, and finds it in its best interests to execute and deliver this Agreement to the Agent.

AGREEMENTS:

NOW, THEREFORE, in consideration of the premises herein set forth and for other good and valuable consideration, the nature, receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Capitalized terms not otherwise defined in this Agreement shall have the meanings given such terms in the Financing Agreement. For purposes of this Agreement, the following terms shall have the following meanings:

Required Capital Contributions means some combination of (a) one or      more unrestricted cash contributions to the capital of one or more of the      Borrowers made by the Investor, and/or (b) one or more Qualified      Subordinated Loans made by the Investor to one or more of the Borrowers, in      each case as required under Section 2 below, in any or all cases, in an      aggregate amount not to exceed $5,000,000 during the term of this      Agreement.

Qualified Subordinated Loan shall mean a loan or other financial      accommodation (excluding interest paid in kind) extended by any Person to      one or more of the Borrowers which is subordinated in right of payment and      security to the Obligations pursuant to the terms of a written      subordination agreement (substantially equivalent to the Subordination      Agreement bearing even date herewith executed by the Investor in favor of      the Agent), the proceeds of which loan or other financial accommodation      have been delivered to the applicable Borrower(s) in the form of cash or      cash equivalents.

2. Contributions to Capital. The Investor agrees to make, and the applicable Borrower(s) agree(s) to accept, Required Capital Contributions in respect of the applicable 12 Month Period (or shorter period prior to July 3, 2006, as applicable) in an amount sufficient to cause (via an addition to Adjusted EBITDAR in the amount of such Required Capital Contributions) the Borrowers to comply with Section 2 of Schedule 10.28 to the Financing Agreement as of the last day of each Fiscal Quarter. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Agent acknowledges and agrees that the Investor's obligation to make Required Capital Contributions hereunder shall be limited to an aggregate amount of $5,000,000 during the term of this Agreement. The Agent further acknowledges and agrees that, regardless of whether other Events of Default (as defined therein) have occurred and are continuing under the Financing Agreement, in no event shall the Investor be obligated to make any Required Capital Contributions hereunder if the Borrowers have fully complied with Section 2 of Schedule 10.28 to the Financing Agreement as of the last day of the applicable Fiscal Quarter for the applicable 12 Month Period (or shorter period prior to July 3, 2006, as applicable).

3. Timing of Required Capital Contributions. The Required Capital Contributions shall be made within forty-five (45) days following the last day of each Fiscal Quarter, unless the last day of such Fiscal Quarter is the same as the fiscal year end, and in such case, ninety (90) days following such fiscal year end.

4. Specific Performance and Liquidated Damages. The Investor acknowledges and agrees that if a Maintenance Event of Default (as defined in Section 10 below) has occurred and is continuing hereunder, the Agent, for itself and on behalf of the Lenders, shall have the non-exclusive right to





obtain specific performance of the obligation of the Investor to make the Required Capital Contributions. If specific performance is not a remedy then available to the Agent and the Lenders for any reason, the Agent and the Lenders will suffer damages in an amount which, due to the special nature of the transaction contemplated by this Agreement, will be impracticable or extremely difficult to ascertain. Determination of such damages would necessitate determinations of value which would be based upon speculative determination of the value of assets of the Borrowers and the capacity of assets of the Borrowers to pay the Obligations and other Indebtedness of the Borrowers. Such damages are uncertain and incapable of estimation as of the date of this Agreement and shall remain so to the date of the occurrence of any Maintenance Event of Default hereunder. The Investor, the Agent and the Lenders hereby acknowledge and agree that (a) an amount equal to the lesser of (i) the full amount of each Required Capital Contribution that has not been made by the Investor and (ii) the then-outstanding balance of the Obligations, represents a reasonable estimate of the damages which the Agent and the Lenders will sustain upon the occurrence of an Maintenance Event of Default hereunder, and (b) such lesser amount will be the full, agreed and liquidated damages resulting from the occurrence of any Maintenance Event of Default hereunder. The payment of such amount is intended to constitute liquidated damages to the Agent and the Lenders and shall not be deemed to constitute a forfeiture or penalty. Upon receipt by the Agent, such amount may, in the sole discretion of the Agent, be applied to the Obligations when and as due; provided, however, that such amount, if so applied, may not be reborrowed by any Borrower under the Financing Agreement.

5. Representations and Warranties. The Investor hereby represents and warrants as follows:

(a) The execution, delivery and performance of this Agreement will not      result in any violation of, or be in conflict with or constitute a default      under, any agreement or under any law, statute, regulation or ordinance      applicable to the Investor or result in the creation of any Lien upon any      properties or assets of the Investor.

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(b) This Agreement has been duly executed and delivered by the      Investor, and constitutes a legal, valid and binding obligation of the      Investor, enforceable against the Investor in accordance with its&bbsp;terms.

(c) No consent or authorization of, filing with or other act by or in      respect of, any governmental authority and no consent of any other Person      (including, without limitation, any creditor of the Investor) is required      in connection with the execution, delivery, performance, validity or      enforceability of this Agreement.

6. Special Account. All Required Capital Contributions shall be made by Investor via wire transfer directly into the Special Account.

7. Unconditional Obligations, Waivers of Defenses. The obligations of the Investor under this Agreement shall be absolute and unconditional under any and all circumstances, and shall not be to any extent or in any way discharged, impaired or otherwise affected except by performance in full. Without limiting the generality of the foregoing, such obligations shall not be affected by: (a) any lack of validity or enforceability of the Financing Agreement or any other Loan Document, (b) any amendment of or addition or supplement to, or any waiver or consent with respect to, the Financing Agreement or any other Loan Document, (c) any exercise or nonexercise of any right, power or remedy under or in respect of the Financing Agreement or any other Loan Document (d) any exchange, release or nonperfection of all or any portion of the Collateral, or any other action or omission to act with respect to all or any portion of the Collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations, or any other release, extension, settlement, compromise, indulgence or other action, inaction, change, waiver or omission under or in respect of the Financing Agreement or any other Loan Document, (e) the value of all or any portion of the Collateral regardless of the manner of determining such value, (f) the subordination of the payment of the Obligations or any part thereof to the payment of any other Indebtedness which may at the time be due or owing by the Borrowers (or any of them) to the Agent or the Lenders or to any other Person, (g) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, dissolution or other similar proceeding involving any Borrower or the Investor, (h) any Event of Default (as defined therein) under the Financing Agreement whether or not the Obligations shall have become, or been declared, due and payable (i) any claim, abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any of the foregoing (including, but not limited to, claims, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims or recoupment for or on account of any past, present or future Indebtedness of any Borrower to the Investor or which may be asserted by any Borrower against the Agent or the Lenders, whether or not arising under this Agreement and whether or not arising out of any action or nonaction on the part of such Borrower, the Agent or the Lenders, including any disposition of any assets of such Borrower, pursuant to requirements of any governmental authority, actions of judicial receivers or trustees or otherwise, and whether or not arising from willful or negligent acts or omissions), (j) any failure on the part of any Borrower to perform its duties and obligations under this Agreement, (k) any other circumstances which constitutes or might be construed to constitute, an equitable or legal discharge of the Borrowers (or any of them) for the Obligations, or of the Investor under this Agreement, in bankruptcy or in any other instance, (l) any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable making of the Required Capital





Contributions or the liquidated damage amount specified in this Agreement, or (m) any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing; whether or not the Investor shall have notice or knowledge of any of the foregoing or shall have consented to any of the foregoing.

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8. Waivers. The Investor hereby irrevocably waives, to the extent that it may do so under applicable law: (a) any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against the Investor for specific performance of this Agreement by Agent, for itself and on behalf of the Lenders, or for the benefit of the Agent and the Lenders by a receiver or trustee appointed for any Borrower or in respect of all or a substantial part of any Borrower's assets under the bankruptcy or insolvency laws of any jurisdiction to which such Borrower is, or its assets are, subject, (b) all statutes of limitations as a defense to any action or proceeding brought against the Investor by the Agent, for itself and on behalf of the Lenders under this Agreement, to the fullest extent permitted by law, (c) any right the Investor may have to require the Agent or the Lenders to proceed against the Borrowers (or any of them), proceed against or exhaust any security held from the Borrowers (or any of them), or pursue any other remedy in the Agent's or the Lenders' power to pursue, (d) any defense based on any claim that the Investor's obligations hereunder exceed or are more burdensome than those of the Borrowers under the Financing Agreement or the other Loan Documents (as defined in the Financing Agreement), (e) any defense based on (i) any legal disability of any Borrower, (ii) any release, discharge, modification, impairment or limitation of the liability of any Borrower to the Agent or the Lenders from any cause, whether consented to by the Agent and/or the Lenders or arising by operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor creditor relationships (Insolvency Proceeding) and (iii) any rejection or disaffirmance of this Agreement or the obligations hereunder, or the Obligations, or any portion thereof, or any security held therefor, in any such Insolvency Proceeding; (f) any defense based on any action taken or omitted by the Agent or the Lenders in any Insolvency Proceeding involving any Borrower, including any election to have the Agent's claims allowed as being secured, partially secured or unsecured, any extension of credit by the Agent and the Lenders to the Borrowers (or any of them) in any Insolvency Proceeding, and the taking and holding by the Agent and the Lenders of any security for any such extension of credit, (g) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Agreement and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind, (h) any defense based on or arising out of any defense that the Borrowers (or any of them) may have to the payment or performance of the Obligations or any part of them; and (i) any defense based on or arising out of any action of the Agent or the Lenders under this Agreement, the Financing Agreement or any of the Loan Documents (as defined in the Financing Agreement).

9. Non-Reliance on Agent or Lenders. The Investor hereby warrants and represents to the Agent and the Lenders that: (a) the Investor now has, and will continue to have, independent means of obtaining information concerning the affairs, financial condition and business of each Borrower, (b) the Investor is familiar with the financial condition of each Borrower and has independently evaluated such financial condition, (c) the Investor is not in any way relying on any representations made by the Agent or the Lenders as to any Borrower, the Obligations, the Loan Documents or any collateral security therefore or other guarantors or endorsers, co-singers or sureties thereof or any related matters, and (d) the Investor has had an opportunity to review the Financing Agreement, the Amendment and all of the other Loan Documents. Neither the Agent nor the Lenders shall have any duty or responsibility to provide the Investor with any credit or other information concerning the affairs, financial condition or business of any Borrower which may come into the Agent's or any Lender's possession.

10. Events of Default; Remedies. Any one or more of the following events shall constitute a Maintenance Event of Default under this Agreement: (a) if the Investor shall fail to pay, when and as due, any Required Capital Contribution and such failure shall continue for five (5) days; (b) if the Investor shall fail to perform any other of the Investor's obligations in this Agreement, and such failure shall continue for fifteen (15) days, (c) if any warranty or statement made or information provided

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by the Investor in connection with this Agreement is untrue or misleading in any material respect on the date made; (d) if Investor shall, at any time, fail to have committed capital in an aggregate minimum amount equal to $5,000,000 less the sum of all Required Capital Contributions (if any) actually made by the Investor during the term of this Agreement, as determined based on the most recent information made available by the Investor to the Agent pursuant to Section 20 below; or (e) the Investor shall become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they mature or apply for or consent to the appointment of a trustee or other custodian for its properties, or make a general assignment for the benefit of creditors, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, is instituted by or against the Investor. Upon the occurrence of any Maintenance Event of Default hereunder, the Agent, for itself and on behalf of the Lenders, may exercise any of its rights and remedies





available at law or in equity (including, without limitation, the rights and remedies described in Section 4 above). The Investor and the Borrowers each expressly acknowledge and agree that the occurrence of any Maintenance Event of Default hereunder shall constitute an Event of Default (as defined therein) under the Financing Agreement.

11. Expenses. The Investor agrees to pay or reimburse (or cause the Borrowers to pay or reimburse) the Agent and the Lenders on demand for all out-of-pocket expenses (including in each case all reasonable attorneys' fees and expenses of counsel) incurred by the Agent or the Lenders in connection with enforcement of this Agreement.

12. Consideration and Reliance. The Investor acknowledges that the Agent and the Lenders have relied upon and will continue to rely hereafter upon the Investor's undertakings herein in making or maintaining the advances under the Financing Agreement. The Investor acknowledges that the making or maintenance of such advances by the Agent and the Lenders produces economic benefit to the Investor, and that the Investor will receive consideration as the result of the making or maintaining of such advances.

13. Miscellaneous. This Agreement supersedes and merges into it all prior agreements and understandings between the Investor, the Agent and the Lenders, whether oral or written, with respect to the subject matter of this Agreement. No delay or failure by the Agent or the Lenders in the exercise of any right or remedy shall constitute a waiver thereof and no single or partial exercise by the Agent or the Lenders of any right or remedy shall preclude other or further exercise of any other right or remedy. This Agreement shall be binding upon the Investor and the Investor's successors, transferees and assigns and shall inure to the benefit of, and be enforceable by, the Agent, for itself and on behalf of the Lenders, and its successors, transferees, and assigns. Any invalidity or unenforceability of any provision or application of this Agreement shall not affect other lawful provisions and applications hereof and to this end the provisions of this Agreement are declared to be severable.

14. No Third Party Beneficiaries. The Investor, the Agent and the Lenders have agreed that there are no intended third party beneficiaries of this Agreement, and specifically, that the Borrowers and their respective affiliates, successors and assigns are not third party beneficiaries.

15. GOVERNING LAW. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

16. CONSENT TO JURISDICTION. AT THE OPTION OF&sbsp;THE AGENT, FOR ITSELF AND ON BEHALF OF THE LENDERS, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY OR

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RAMSEY COUNTY, MINNESOTA; AND THE INVESTOR, THE AGENT AND THE LENDERS CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY BORROWER OR THE AGENT, FOR ITSELF AND ON BEHALF OF THE LENDERS, COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE OTHER PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

17. WAIVER OF TRIAL BY JURY. EACH OF THE INVESTOR, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18. Continuing Agreement; Reinstatement. This Agreement shall in all respects be a continuing agreement and, subject to Section 19 below, shall remain in full force and effect (notwithstanding, without limitation, the dissolution of the undersigned or that at any time or from time to time all of the Obligations may have been paid in full) until such time as (a) all of the Obligations (other than contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted) have been paid in full in cash, and (b) any commitment on the part of the Agent and the Lenders to extend further financial accommodations to the Borrowers (or any of them) has been terminated. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time any payment, or any part thereof, on account of any of the Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored or returned by the Agent or the Lenders upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for any Borrower, or any substantial part of its property, or otherwise, all as though such payment had not been made.

19. Release of Agreement. The Investor may, at any time after March 31, 2007, and not more than once during any fiscal quarter of the Borrowers, request that the Agent release this Agreement by providing the Agent with written notice of the same (each, a Release Request). If such a request is made, the Agent agrees to release this Agreement on or before the Release Date (defined below) provided that all of the following conditions have been satisfied:

(a) Unaudited financial statements of the Borrowers required under      Section 8.5 of the Financing Agreement, for the period of four (4)





consecutive Fiscal Quarters ending on, or most recently ended prior to, the      date of such Release Request (or, if the Fiscal Quarter ending on or most      recently ended prior to the date of such Release Request is the last Fiscal      Quarter of any Fiscal Year of the Borrowers, the audited financial      statements for the Borrowers required under Section 8.7 of the Financing      Agreement the Fiscal Year ending on, or most recently ended prior to, the      date of such Release Request) have been received by the Agent, and based on      the information contained in such financial statements, the Adjusted Fixed      Charge Coverage Ratio (as defined in the Financing Agreement) as of last      day of the Fiscal Quarter ending on or most recently ended prior to, the      date of such Release Request, for said period of four (4) consecutive      Fiscal Quarters, is no less than 1.25 to 1.0;

(b) no Default or Event of Default (as those terms are defined in      the Financing Agreement) shall have occurred and be continuing as of the      date of such Release Request; and

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(c) the Investor shall have provided the Agent, and shall have caused      the Borrowers to have provided the Agent, with such information as the      Agent may reasonably request to confirm that the conditions set forth in      subsections (a) and (b) above have been satisfied.

For purposes of this Section 19, the term Release Date shall mean the date which is five (5) days after the date on which the Agent has received all documentation and other information reasonably necessary to determine that all of the foregoing conditions have been satisfied and has confirmed such satisfaction to the Borrowers in writing.

20. Evidence of Minimum Liquidity. The Investor agrees to deliver to the Agent, from time to time, promptly following Agent's request therefor, a sworn affidavit or other evidence reasonably acceptable to the Agent substantiating that the Investor has committed capital in an aggregate minimum amount equal to $5,000,000 less the sum of all Required Capital Contributions (if any) actually made by the Investor during the term of this Agreement.

21. Termination. This Agreement shall terminate upon the earliest to occur of: (i) the date on which the aggregate Required Capital Contributions paid by the Investor, and received by the Borrowers, in accordance with the terms of this Agreement equal $5,000,000; (ii) the Release Date (as defined in Section 19) or (iii) payment in full, in cash, of all Obligations and the termination of the Financing Agreement; provided, however, that this Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time the aggregate Required Capital Contributions paid by the Investor, and received by the Borrowers, in accordance with the terms of this Agreement is less than $5,000,000 and any payment, or any part thereof, on account of any of the Obligations is invalidated, declared to be fraudulent or preferential, set aside, rescinded or must otherwise be restored or returned by the Agent or the Lenders upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for any Borrower, or any substantial part of its property, or otherwise, all as though such payment had not been made.

[Remainder of page intentionally left blank;                              Signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written.

THAYER EQUITY INVESTORS IV, L.P.

By: TC Equity Partners IV, L.L.C.,                                             its general partner

By: Thayer Management Partners, L.L.C.,                                             its managing member

By /s/ Douglas P. McCormick                                            -------------------------------------         &sbsp;                               Its Managing Partner

Address:

c/o Thayer Capital Partners                                         1455 Pennsylvania Avenue, N.W.                                         Washington, D.C. 20004                                         Attention: Rona Kennedy                                         Facsimile No.: (202) 371-0391

Acknowledged and Accepted as of the day and year first written above:

U.S. BANK NATIONAL ASSOCIATION, a national banking association





By: /s/ Christopher J. Schaaf     ---------------------------------     Christopher J. Schaaf, Vice     President

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ACKNOWLEDGMENT OF BORROWERS

The undersigned, SUNTRON CORPORATION, a Delaware corporation, K*TEC OPERATING CORP., a Delaware corporation, SUNTRON GCO, L.P., a Texas limited partnership, EFTC OPERATING CORP., a Delaware corporation, SUNTRON-IOWA, INC., a Delaware corporation, CURRENT ELECTRONICS, INC., an Oregon corporation, RM ELECTRONICS, INC., a New Hampshire corporation, and SUNTRON-KANSAS, INC., a Delaware corporation (collectively, the Borrowers), hereby acknowledge receipt of a copy of the foregoing Maintenance Agreement (the Agreement). Capitalized terms not otherwise defined herein shall have the meanings specified in the Agreement. Each Borrower hereby waives notice of acceptance of the Agreement by the Agent and the Lenders and agrees to be bound by the terms and provisions thereof, to accept all payments of Required Capital Contributions due from the Investor pursuant to terms and provisions thereof, and to do every other act and thing necessary or reasonably appropriate to carry out such terms and provisions. Each Borrower represents and warrants to the Agent and the Lenders that no shareholder agreement, voting trust or other similar agreement binding upon such Borrower or the holder of any ownership interest in such Borrower will be violated by the payment of Required Capital Contributions by the Investor, or by the acceptance of the same by such Borrower, in each case pursuant to the terms and provisions of the Agreement.

SUNTRON CORPORATION, a Delaware                                         corporation

By: /s/ Thomas B. Sabol                                             ------------------------------------                                         Name: Thomas B. Sabol                                         Title: Chief Financial Officer

K*TEC OPERATING CORP.,                                         a Delaware Corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

SUNTRON GCO, L.P.,                                         a Texas limited partnership

By: RodniC LLC, a Texas limited                                             liability company, its general                                             partner

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Chief Accounting Officer

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EFTC OPERATING CORP.,                                         a Delaware corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

SUNTRON-IOWA, INC.,                                         a Delaware corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

CURRENT ELECTRONICS, INC.,                                         a Oregon corporation

By: /s/ James A. Doran





------------------------------------                                         Name: James A. Doran                                         Title: Vice President

RM ELECTRONICS, INC.,                                         a New Hampshire corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

SUNTRON -KANSAS, INC.,                                         a Delaware corporation

By: /s/ James A. Doran                                             ------------------------------------                                         Name: James A. Doran                                         Title: Vice President

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
EACH OF THE INVESTOR, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

EXHIBIT 10.2

               TOUCHSTAR SOFTWARE CORPORATION RESELLER AGREEMENT                             DATED SEPTEMBER 14, 2005

                         TOUCHSTAR SOFTWARE CORPORATION

                               RESELLER AGREEMENT

         This Reseller Agreement is made and entered into as of this 14 day of SEPTEMBER, 200_ (the Effective Date), by and between TOUCHSTAR SOFTWARE CORPORATION, a Delaware corporation with its principal place of business at 3025 South Parker Road, Suite 925, Aurora, Colorado 80014, United States (TouchStar), and WORLDWIDE STRATEGIES, a NEVADA corporation, with its principal place of business at 3801-E FLORIDA AVE STE 400 DENVER, CO 80210 (Reseller).

                                    RECITALS

A. TouchStar produces and distributes the TouchStar Software and provides the related Support Services.

B. Reseller has represented to TouchStar that it possesses experience, knowledge, and skill in the calling service industry and has the capability to effectively market and distribute the TouchStar Software and Support Services in the Territory.

C. Reseller desires to market and distribute the TouchStar Software to Customers as a non-exclusive value added reseller in the Territory pursuant to the terms contained in this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth in this Agreement, and intending legally to be bound hereby, the parties agree as follows:

1. DEFINITIONS.

         In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to the singular as well as the plural forms of the terms defined):

         AAA has the meaning ascribed to that term in Section 10.12(b) of this Agreement.

         AAA Rules has the meaning ascribed to that term in Section 10.12(b) of this Agreement.

         Affiliate as used in this Agreement with respect to an Entity, means any person controlling, controlled by or under common control with such Entity. For the purpose of this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of an Entity, whether through the ownership of voting securities or otherwise.

         Agreement means this Reseller Agreement and the Exhibits attached hereto as the same may be amended from time to time in accordance with the terms set forth herein.

Rev 3/05

         Ancillary Software has the meaning ascribed to that term in Section 4.13 of this Agreement.

         Annual Marketing Plan has the meaning ascribed to that term in Section 4.3 of this Agreement.

         Assessment has the meaning ascribed to that term in Section 6.2 of





this Agreement.

         Confidential Information means any and all trade secrets and other confidential information and know-how related directly or indirectly to TouchStar's business or its products, including inventions, materials, formulae, confidential research, technical information, technology, general know-how, patterns, specifications, systems data, equipment, operating standards and procedures, developments and improvements, computer programs, operating systems, source code, object code, middleware, firmware, information regarding projects, programs and sales, names and addresses of past and present customers, pricing data, internal procedures, systems, methods forms, manuals, financial data, price lists, customer service information, marketing information, and all other information relating to TouchStar, the TouchStar Software, Support Services, or other products or services of TouchStar that is not generally known to the public.

     &bbsp;   Copyrights means all right, title, and interest of TouchStar in and to all copyrights and rights and interests in copyrights and works protectible by copyright, whether now owned or hereafter acquired or created by TouchStar (in whole or in part) and all renewals and extensions thereof, throughout the universe and in perpetuity, whether or not registered or recorded in the United States Copyright Office or in the copyright office or agency of any other country or jurisdiction and including all works based upon, incorporated in, derived from, incorporating or relating to all works covered by copyright, including copyrights or rights or interests in copyrights registered or recorded in the United States Copyright Office or in the copyright office or agency of any other country or jurisdiction.

         Customer means a third party end-user with headquarter offices in the Territory to whom or to which Reseller resells or causes the resale of the TouchStar Software and Support Services.

         Dollars or US$ means the lawful currency of the United States.

         Effective Date has the meaning ascribed to that term in the introductory paragraph of this Agreement.

         Entity means any general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability company, corporation, joint venture, trust, business trust, cooperative, association or any foreign trust or foreign business organization.

         Fees means the installation fees, licensing fees and support service fees owed by Reseller to TouchStar, as set forth on EXHIBIT A.

                                       2

         Government Controls means economic and other sanctions instituted by a Governmental Body related to certain transactions, such as the transfer of technology and technical data, the transfer of funds, the provisions of goods and services, and other dealings, including, but not limited to, sanctions administered by the United States government pursuant to the United States Export Administration Act, the United States Arms Export Control Act, the International Emergency Economic Powers Act, the United States Foreign Corrupt Practices Act of 1977, all as amended, and the USA PATRIOT Act, and the regulations promulgated thereunder and certain regulations promulgated by the United States Department of Treasury.

         Governmental Body means any (a) nation, state, country, or other jurisdiction of any nature, (b) national, federal, state, local, municipal, foreign, or other government, governmental, or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), or (c) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

         Intellectual Property Rights means the Confidential Information of TouchStar, the Copyrights, the Patents, and the Trademarks.

         Legal Requirements means any national, federal, state, local, municipal, foreign, international, multinational, or other administrative order, law, constitutional law, ordinance, principle of law, regulation, statute, treaty, directive or decree, including Government Controls.

         License Agreement means the license agreement to be provided to each Customer with regard to the use by such Customer of the TouchStar Software, in the form of EXHIBIT B, attached to this Agreement.

         Licenses means those software and other licenses from third parties necessary lawfully to provide the Support Services.

         Marketing Materials has the meaning ascribed to that term in Section 3.2 of this Agreement.

         Other Reseller means any person or Entity acceptable to TouchStar in its sole discretion with whom or with which Reseller enters into an Other Reseller Agreement to promote, market, distribute, license and sell the TouchStar Software and Support Services to Customers in the Territory; PROVIDED that such person or Entity shall not be an end-user of either the TouchStar Software or the Support Services.

         Other Reseller Agreement has the meaning ascribed to that term in





Section 2.2(a)(i) of this Agreement.

         Patents means (a) all right, title and interest of TouchStar in and to all applicable Letters Patent and applications for Letters Patent and the inventions described therein and any Letters Patent which may issue therefrom and which have been or may have been filed in the United States or in any other country for any such inventions or for any improvements, reissues, divisions, continuations, renewals, additions, extensions, substitutes, continuations-in-part which may be made, filed, or

                                       3

granted on any of them, including the rights to all benefits therefrom arising under the International Convention for the Protection of Industrial Property or any other international treaty affecting such rights; (b) any right, title and interest of TouchStar in any utility model, design registration, trade secret, confidential research, development and commercial information, know-how, technical information, engineering, practical information, patterns, specifications, formulae, manufacturing procedures, quality control, data and procedures, systems' data, software programs, equipment, operating standards and applications, developments, and improvements; and (c) any rights to licenses or other benefits under any Letters Patent, applications for Letters Patent and/or invention, utility model registration, design registration and inventor's certificate anywhere in the world, whether or not patentable, which are obtained by TouchStar or to which TouchStar becomes entitled during the term of this Agreement.

         Private Label Software has the meaning ascribed to that term in Section 7.2 of this Agreement.

         Quotas has the meaning ascribed to that term in Section 4.11 of this Agreement.

         Registered Leads has the meaning ascribed to that term in Section 2.6 of this Agreement.

         Reseller has the meaning ascribed to that term in the introductory paragraph of this Agreement, including its legal representatives, successors, and assigns.

         Reseller Marks has the meaning ascribed to that term in Section 7.2 of this Agreement.

         Reverse Engineer means translate, disassemble, decompile, analyze, reverse engineer or reverse program, or otherwise attempt to derive the code or programming for the TouchStar Software or the Private Label Software.

         Specifications has the meaning ascribed to that term in Section 3.4(a) of this Agreement.

         Support Services means those support services related to the TouchStar Software as described in the attached EXHIBIT C.

         Technical Prerequisites has the meaning ascribed to that term in Section 3.4(b) of this Agreement.

         Term has the meaning ascribed to that term in Section 8.1 of this Agreement.

         Territory means the geographical region described in the attached EXHIBIT D.

         TouchStar has the meaning ascribed to that term in the introductory paragraph of this Agreement, including its legal representatives, successors, and assigns.

         TouchStar Intellectual Property Rights means the Copyrights, the Patents, and the Trademarks.

                                       4

         TouchStar Software means the software necessary for the operation of call center systems which is being licensed by TouchStar pursuant to this Agreement. In the event that TouchStar develops Private Label Software for Reseller, the term TouchStar Software, when the context so requires, shall include Private Label Software.

         Trademarks means all right, title and interest of TouchStar in and to (a) all trademarks, trade names, trade styles, service marks, logos, trade dress, unpatentable designs, and designations and indicia of any kind, now existing or hereafter adopted or acquired, and all registrations and recordings thereof, including applications, registrations, and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof, any other country or jurisdiction or any political subdivision thereof, all whether now owned or hereafter acquired by TouchStar and all reissues, extensions, or renewals thereof, and (b) any licenses of or licensing agreements (including registered user agreements) pertaining to any of the foregoing, together with all amendments, supplements, modifications or extensions thereof.

         United States means the United States of America and its territories





and possessions.

2. APPOINTMENT OF RESELLER.

     2.1  NONEXCLUSIVE RESELLER.  Subject to applicable Legal Requirements:

            (a) TouchStar hereby appoints Reseller as its nonexclusive value-                 added reseller for the limited purposes of promoting, marketing,                 distributing, licensing and selling the TouchStar Software and                 Support Services in the Territory, and Reseller accepts the                 appointment as such. Reseller shall have the right under this                 Agreement to promote, market, distribute, license and sell the                 TouchStar Software and Support Services to Customers in the                 Territory. TouchStar reserves the right to provide the TouchStar                 Software and Support Services to other customers in the                 Territory and/or to appoint additional distributors or                 representatives in all or any part of the Territory.

     2.2  OTHER RESELLERS.  Subject to applicable Legal Requirements and to the           provisions of this Section 2.2:

            (a) Reseller may promote, market, distribute, license and sell                 TouchStar Software and Support Services in the Territory through                 Other Resellers; PROVIDED that:

                  (i)   Reseller notifies TouchStar in writing in respect of                         each Other Reseller that Reseller intends to use to                         promote, market, distribute, license and sell TouchStar                         Software and Support Services in the Territory;

                  (ii)  TouchStar approves in writing each Other Reseller that                         Reseller intends to use to promote, market, distribute,                         license and sell TouchStar Software and Support Services                         in the Territory, which approval TouchStar may grant in                         its sole discretion;

                                       5

                  (iii) Reseller enters into a binding written agreement with                         each Other Reseller (the Other Reseller Agreement),                         which Other Reseller Agreement incorporates the terms,                         conditions, duties, rights and obligations of this                         Agreement;

                  (iv)  Reseller provides to TouchStar a fully executed copy of                         each Other Reseller Agreement;

                  (v)   each Other Reseller shall promote, market, distribute,                         license and sell the TouchStar Software and the Support                         Services only in the Territory and only in accordance                         with the provisions of this Agreement, including, but                         not limited to, delivery of License Agreements to                         Customers, and compliance with Legal Requirements and                         Government Controls; and

                  (vi)  Reseller shall terminate any Other Reseller Agreement in                         the event that the Other Reseller to whom or to which                         the Other Reseller Agreement relates fails to comply                         with the terms and conditions of such Other Reseller                         Agreement or this Agreement. Any Other Reseller shall                         obtain the TouchStar Software and the Support Services                         directly from the Reseller.

            (b) Reseller shall be responsible for all actions of Other Resellers                 with regard to the promotion, marketing, distribution, licensing                 and sale of TouchStar Software. Reseller shall be liable for any                 unauthorized or illegal use of the TouchStar Software by any                 Other Reseller, including, but not limited to, any actions or                 attempts to Reverse Engineer the TouchStar Software and any                 promotion, marketing, distribution, licensing or sale of the                 TouchStar Software in violation of Government Controls or other                 Legal Requirements.

            (c) No Other Reseller shall have the right to use, copy, modify,                 alter or Reverse Engineer any TouchStar Software whatsoever, and                 Reseller shall take all necessary steps to ensure that all acts                 or any Other Reseller related in any way to the TouchStar                 Software are consistent with the terms and conditions of this                 Agreement.

     2.3  RESELLER'S OBLIGATION NOT TO COMPETE. Reseller shall not obtain the           TouchStar Software or Support Services (or any software or services           which compete with the TouchStar Software) for sale from any Entity           other than TouchStar or its authorized agents. Nothing contained in           this Agreement is intended to limit Reseller from responding to           unsolicited requests from Customers from outside of the Territory;           PROVIDED, HOWEVER, that Reseller shall (a) immediately notify           TouchStar upon receipt of any such request and (b) not seek customers           of TouchStar Software or Support Services in any other location other           than in the Territory. Reseller shall not sell TouchStar Software or           Support Services to any person or Entity outside the Territory or           within the Territory if, to Reseller's knowledge, any such person or           Entity intends to resell the TouchStar Software or Support Services           outside of the Territory. Reseller shall not import, promote,





          distribute, license, market or sell any products in

                                       6

          the Territory which directly compete with the TouchStar Software or           Support Services.

     2.4  CHANGES IN TOUCHSTAR SOFTWARE AND SUPPORT SERVICES. TouchStar shall           have the right at any time and from time to time, in its sole           discretion, (a) to change the TouchStar Software or Support Services           included within the scope of this Agreement by providing written           notice to Reseller at least thirty (30) days prior to the date the           change becomes effective and (b) to change the design, capabilities or           other characteristics of the TouchStar Software or Support Services,           or discontinue the production or marketing of all or any portion of           the TouchStar Software or Support Services, without prior notice of           any kind. Upgrades and enhancements to the TouchStar Software or           Support Services shall automatically be deemed included as TouchStar           Software or Support Services, as applicable, unless TouchStar notifies           Reseller otherwise.

     2.5  USE OF TOUCHSTAR SOFTWARE.

            (a) TouchStar hereby grants to Reseller, with the additional right                 to grant to Other Resellers who or which enter into an Other                 Reseller Agreement, the nontransferable and nonexclusive right                 and license to use one copy of the TouchStar Software as                 necessary to demonstrate the TouchStar Software to potential                 Customers in the Territory. Reseller shall not copy, modify,                 alter, Reverse Engineer or transfer, electronically or                 otherwise, any TouchStar Software.

            (b) TouchStar reserves the absolute right, without providing notice                 to Reseller, to include software code or other markings in the                 TouchStar Software (and the Private Label Software) to assist                 TouchStar in monitoring the compliance by Reseller and Other                 Resellers with their respective obligations not to copy, modify,                 alter, modify or Reverse Engineer the TouchStar Software. In                 addition, in order to protect TouchStar's rights in and to the                 TouchStar Software, THE TOUCHSTAR SOFTWARE MAY CONTAIN A                 PROPRIETARY SCHEME THAT ALLOWS TOUCHSTAR TO DISABLE USE OF THE                 TOUCHSTAR SOFTWARE BY RESELLER, ANY OTHER RESELLER, OR CUSTOMER.                 TOUCHSTAR MAY DISABLE THE TOUCHSTAR SOFTWARE IN THE EVENT THAT                 TOUCHSTAR DISCOVERS THAT RESELLER OR ANY OTHER RESELLER HAS, OR                 HAS ATTEMPTED TO, COPY, MODIFY, ALTER OR REVERSE ENGINEER THE                 TOUCHSTAR SOFTWARE.

     2.6  LEADS FOR TOUCHSTAR SOFTWARE. Reseller shall solicit orders for           TouchStar Software from potential Customers and shall submit such           leads in writing to TouchStar (the Registered Leads). No Registered           Leads shall be binding on TouchStar until accepted by TouchStar, and           TouchStar reserves the right to reject any order or to cancel the same           or any part of it after acceptance, for credit or for any other reason           whatsoever deemed by TouchStar to be sufficient. Each Registered Lead           shall include: (a) the name, address and telephone number of the           Customer; (b) a list of the TouchStar Software and Support Services to           be provided; (c) the delivery address for

                                       7

          the TouchStar Software, whether to Reseller or Customer; (d) the           proposed shipment date; and (e) a reference to this Agreement.

     2.7  LEAD TIMES. Registered Leads shall be submitted at least thirty (30)           days prior to the requested shipping date for any TouchStar Software           or Support Services.

3. TOUCHSTAR'S DUTIES.

     3.1  AVAILABILITY OF SUPPORT SERVICES. TouchStar shall use reasonable           commercial efforts to maintain or cause to be maintained the           availability of the TouchStar Software and Support Services to           Customers in the Territory.

     3.2  MARKETING AND PROMOTIONAL LITERATURE. TouchStar shall provide to           Reseller marketing presentations and other literature prepared by           TouchStar in the ordinary course of business describing the TouchStar           Software and Support Services in order to assist Reseller in the           marketing of the Support Services in the Territory (the Marketing           Materials). The Marketing Materials will contain some or all of the           Trademarks. Reseller may include its trademarks, service marks or           other logos on the Marketing Materials; provided that Reseller may not           remove, replace or otherwise modify the Trademarks included on such           Marketing Materials.

     3.3  LICENSES. TouchStar shall grant to Reseller those Licenses necessary           for Reseller to provide Support Services to Customers. TouchStar shall           charge to Reseller the cost incurred by TouchStar to obtain such           Licenses.

     3.4  INSTALLATION.





            (a) At the request and on behalf of Reseller and any Other Reseller,                 TouchStar will install call center systems at Customer                 locations; PROVIDED that (i) TouchStar and Reseller or any Other                 Reseller, as applicable, agree in writing on the configuration                 of such call center systems (the Specifications) and (ii)                 Reseller and any Other Reseller informs the Customer that                 TouchStar is installing the call center system on behalf of such                 Reseller or any Other Reseller.

            (b) TouchStar will use reasonable commercial efforts to install the                 call center system on behalf of Reseller or any Other Reseller                 in a timely fashion. However, TouchStar and Reseller or any                 Other Reseller recognize and agree that the installation of the                 call center system depends on (i) TouchStar receiving certain                 information and data from Customer, (ii) Customer providing on a                 timely basis the necessary technical prerequisites for the                 installation of the call center system, such as T-1 lines,                 cabling and workstations (the Technical Prerequisites), and                 (iii) the number and type of any change orders requested by the                 Customer during the installation of the call center system.                 TouchStar will not be responsible for any delays in the                 installation of the call center system based on whole or in part                 on (i) delays by the Customer in providing information and data                 to TouchStar required for the installation of the call center                 system, (ii) the delay or failure by the Customer

                                       8

                to provide the Technical prerequisites, and (iii) any change                 orders requested with regard to the call center system.

4. RESELLER'S DUTIES.

     4.1  TECHNICAL AND SALES CAPABILITIES. Reseller acknowledges that the           proper marketing and support of the TouchStar Software and Support           Services requires substantial expertise and commitment. Reseller shall           at all times during the term of this Agreement, at its expense,           maintain the ability (a) to provide competent and adequate technical           assistance, service and support, (b) to explain in detail to its           Customers the features and capabilities of the Support Services, (c)           to assist Customers in determining which configuration of the Support           Services will best meet their particular needs and desires, and (d)           otherwise to carry out its obligations under this Agreement.

     4.2  DISTRIBUTION OF TOUCHSTAR SOFTWARE AND SUPPORT SERVICES. Reseller           shall use its best endeavors to vigorously promote and resell the           TouchStar Software and Support Services within the Territory.

     4.3  MARKETING PLAN. Reseller shall be responsible for developing and           implementing an annual marketing plan and system for reselling the           TouchStar Software and the Support Services (the Annual Marketing           Plan), which Annual Marketing Plan shall, prior to any use by           Reseller, be approved by TouchStar. The Annual Marketing Plan shall be           submitted to TouchStar no later than thirty (30) days after the           Effective Date.

     4.4  MARKETING PRACTICES. Reseller shall at all times conduct its business           in a manner that reflects favorably on the TouchStar Software, the           Support Services and upon TouchStar's name, goodwill, and reputation.           Reseller shall demonstrate and otherwise represent the TouchStar           Software and the Support Services fairly in comparison with           competitive products and shall not make any false or misleading           comparisons or representations regarding the TouchStar Software or the           Support Services or any representations relating to the TouchStar           Software or the Support Services that are inconsistent with           TouchStar's product literature, or warranties. Reseller shall not           engage in any illegal, deceptive, misleading, or unethical practices           that may be detrimental to TouchStar.

     4.5  PRODUCT LITERATURE. Subject to the provisions of Section 3.2, Reseller        &bbsp;  shall have the right to use and distribute the Marketing Literature to           Customers. In the event Reseller desires to use, in connection with           sales of the Support Services, any literature, technical data, price           lists, promotional materials, or similar materials (including, for           example, any materials written in any language other than English)           other than the Marketing Materials, Reseller shall prepare such           materials at its expense. All such materials shall be submitted to           TouchStar for approval, and Reseller shall not use, in connection with           the sale of the Support Services, any materials that have not been           prepared or approved by TouchStar.

     4.6  CUSTOMER ASSISTANCE. Reseller, at its expense, shall provide           assistance to its Customers in connection with the TouchStar Software           and Support Services,

                                       9

          including installation assistance, direction regarding the operation           of the TouchStar Software and Support Services, and other similar           assistance.

     4.7  SOFTWARE LICENSE AGREEMENT. Reseller and each Other Reseller shall





          deliver to each Customer a copy of the License Agreement. TouchStar           shall have the right to modify the terms and conditions of the License           Agreement from time to time, in the sole discretion of TouchStar. Upon           request from TouchStar, Reseller and each Other Reseller shall deliver           the License Agreement prior to delivery of the TouchStar Software and           Support Services. Reseller shall provide TouchStar with the name and           address of each Customer who or which receives a copy of the License           Agreement, whether from Reseller or from an Other Reseller.

     4.8  REPORTS, FORECASTS. As frequently as TouchStar reasonably requests           (but in no event less than quarterly), Reseller shall provide to           TouchStar written reports showing (a) Reseller's current Customers for           TouchStar Software and Support Services, (b) forecasts of Reseller's           anticipated orders for TouchStar Software and Support Services, and           (c) any other information regarding the TouchStar Software and Support           Services and the resale of TouchStar Software and Support Services           that TouchStar reasonably requests. All expenses associated with such           written reports shall be borne by Reseller.

     4.9  NOTIFICATION. Reseller shall report promptly to TouchStar concerning           any market information that comes to Reseller's attention regarding           TouchStar, the TouchStar Software or the Support Services, including           information regarding TouchStar's market position and the           competitiveness of the TouchStar Software or the Support Services in           the marketplace. Reseller shall report promptly to TouchStar all           claimed or suspected defects in the TouchStar Software or Support           Services and shall notify TouchStar in writing of any claim or           proceeding involving the TouchStar Software or Support Services within           five (5) days after Reseller learns of the claim or proceeding.

     4.10 COMPLIANCE WITH LAWS. Reseller and each Other Reseller shall conduct           its business in compliance with all applicable laws and regulations in           any way related to the Support Services, and performance of Reseller's           duties under this Agreement. Without limiting the generality of the           foregoing, Reseller shall:

            (a) Comply with all applicable international, national, regional and                 local laws and rules in and of the Territory now in effect or                 hereafter enacted or issued relating to the TouchStar Software                 and the Support Services;

            (b) Comply with any requirement for the registration or recording of                 this Agreement with any Governmental Body in the Territory;

            (c) Give proper weight and consideration to the interests of                 TouchStar in all dealings;

            (d) Comply at all times, and cause persons under its control to                 comply at all times, with any and all Government Controls and                 other Legal Requirements;

                                       10

            (e) Refrain from any action or omission which will cause TouchStar                 to be in violation of any law of any jurisdiction in the                 Territory or of any other Legal Requirement, including                 Government Controls.

     4.11 PERFORMANCE QUOTAS. Each Annual Marketing Plan developed by Reseller           during the term of this Agreement and any extension thereof shall           contain quotas mutually agreed between TouchStar and Reseller for the           sale by Reseller of TouchStar Software and Support Services in the           Territory for the year to which such Annual Marketing Plan relates           (the Quotas). Reseller acknowledges that meeting the Quotas is an           essential element of this Agreement and that this Agreement may be           terminated by TouchStar if, in TouchStar's reasonable opinion,           Reseller will not meet the Quotas during the Term or any extension           thereof.

     4.12 INSURANCE. At a minimum, Reseller will subscribe for and maintain           during the Term and for a period of two (2) years thereafter,           commercial general liability insurance and errors and omission           insurance in minimum amounts of Two Million Dollars (US$2,000,000) per           occurrence. Reseller will cause its insurance agent or broker to issue           and deliver to TouchStar certified copies of certificates evidencing           that insurance coverage of the required types and limits are in full           force and effect. Reseller will ensure that any persons or entities           engaged by or employed by it will carry and maintain such insurance           coverage. Each policy will include a provision requiring notice to the           other party at least thirty (30) days prior to any cancellation,           non-renewal, or material modification of the policy and will require           that each policy will name TouchStar as an additional insured.

     4.13 ANCILLARY SOFTWARE. Reseller shall have the right to develop ancillary           software compatible with the TouchStar Software for the use of its           Customers, including, but not limited to translations of the TouchStar           Software for use in languages other than English (the Ancillary           Software). In the event Reseller decides to develop Ancillary           Software, Reseller shall give TouchStar thirty (30) days notice of its           intent to develop the Ancillary Software. TouchStar, at its sole           discretion may decide to assist with the development of the Ancillary           Software. TouchStar shall own all Ancillary Software.





     4.14 TECHNICAL PREREQUISITES. In the event that TouchStar installs call           center systems on behalf of Reseller, Reseller shall provide to           TouchStar any and all information on Technical Prerequisites           reasonably requested by TouchStar in order to assist TouchStar in the           installation of the applicable call center system.

     4.15 COVENANT NOT TO SOLICIT. During the Term, and for a period of one year           following the termination or expiration of this Agreement, Reseller           will not, directly or indirectly, make an offer of employment to any           current employee of TouchStar or otherwise encourage or solicit any           current employee of TouchStar to leave the employ of TouchStar for any           reason, or to devote less than all of such employee's efforts to the           affairs of TouchStar, without (a) the prior written agreement of           TouchStar, which TouchStar may grant in its sole discretion, and (b)           the payment by Reseller to TouchStar of a mutually agreeable severance           fee. Reseller will not make an offer of

                                       11

          employment to any former employee of TouchStar for a period of four           (4) months after such employee leaves the employ of TouchStar. In the           event that a court of competent jurisdiction refuses to enforce all or           any portion of this Section 4.15, then such unenforceable portion will           be eliminated or modified, but only to the extent necessary to permit           the remaining portion of this Section 4.15 to be enforced. In the           event that any provisions of this Section 4.15 are deemed to exceed           the time, geographic or scope limitations permitted by applicable law,           such provisions will be reformed to the maximum time, geographic or           scope limitations, as the case may be, permitted by applicable law.

5. TECHNICAL ASSISTANCE.

     5.1  TOUCHSTAR SOFTWARE INFORMATION. TouchStar shall make available to           Reseller in English such technical information relating to the           TouchStar Software as it makes available to its other Resellers           generally. Reseller is not entitled to receive any source code or           other technical information relating to the TouchStar Software.

     5.2  UPGRADE OF RESELLER'S CUSTOMERS. Reseller shall use reasonable           commercial efforts to upgrade the software used by its Customers prior           to the Effective Date to the TouchStar Software. At Reseller's           request, TouchStar shall provide to Reseller and its employees           assistance relating to the upgrade of software used by Reseller's           Customers as of the Effective Date.

     5.3  ADDITIONAL ASSISTANCE. TouchStar shall provide to Reseller, the Other           Resellers, and its and their employees assistance relating to the           TouchStar Software as reasonably requested by Reseller, but in any           event in an amount not to exceed twenty (20) hours of assistance per           month. In the event TouchStar provides assistance to Reseller related           to technical aspects of the TouchStar Software or related to the           preparation of literature, technical aspects of the TouchStar Software           or related to the preparation of literature, technical materials or           promotional materials, Reseller shall promptly reimburse TouchStar for           any out-of-pocket expenses incurred by TouchStar in connection with           rendering such assistance, including all travel expenses, lodging, and           meals. TouchStar may also charge reasonably hourly or per diem rates           for some or all of the services rendered under this provision,           provided that TouchStar notifies Reseller before the services are           rendered of the rates that will apply to the services. Nothing in this           Section 5.3 shall be construed to obligate TouchStar to provide           assistance of any kind to Reseller. In the event TouchStar agrees to           provide assistance, the assistance shall at all times be subject to           the availability of TouchStar's personnel.

6. TERMS AND CONDITIONS OF SALE.

     6.1  PRICE AND PAYMENT.

            (a) TouchStar shall sell the TouchStar Software and Support                 Services, and provide for the installation of call center                 systems, for the Fees. The Fees shall be valid only for                 TouchStar Software and Support Services sold by Reseller or                 Other Resellers to Customers, and the installation of call                 center systems on

                                       12

                behalf of Reseller and any Other Resellers at Customer                 locations, in the Territory during the Term. TouchStar shall                 have the right at any time and from time to time to change the                 Fees by providing to Reseller written notice at least thirty                 (30) days prior to the date the change becomes effective.                 TouchStar may change the Fees from time to time in its sole                 discretion; PROVIDED, HOWEVER, that new Fees shall not apply to                 any agreement to provide Support Services accepted by TouchStar                 before Reseller receives notice of the change.

            (b) TouchStar will invoice Reseller for payment of the Fee incurred                 within ten (10) days after the end of each billable month.





                Payment of the Fees shall be due and payable within ten (10)                 days of the date of the invoice. All or any portion of the Fees                 not paid when due shall bear interest at the rate of one and                 one-half (1.5%) per month, calculated from the date such payment                 is due until the date on which such payment is made, inclusive;                 PROVIDED, HOWEVER, that if such interest rate exceeds the amount                 allowed by applicable law, then the interest rate shall be                 adjusted to reflect the maximum amount allowed by such                 applicable law.

     6.2  ASSESSMENTS. Reseller shall pay when due, and indemnify and hold           TouchStar harmless from any and all taxes, value added taxes, general           service taxes, duties, assessments and other fees associated with the           providing by Reseller of the TouchStar Software and the Support           Services, and the installation of call center systems on behalf of           Reseller, to Customers in the Territory pursuant to this Agreement           (Assessments). If Reseller fails to pay any Assessments when due,           and TouchStar receives any Assessment from any Governmental Body, then           TouchStar shall give written notice of the Assessment to Reseller.           Failure by Reseller immediately to pay such Assessment may, in           TouchStar's sole discretion, result in the immediate termination of           this Agreement.

     6.3  OTHER TERMS AND CONDITIONS. The terms and conditions of this Agreement           and of the applicable TouchStar invoice or confirmation shall apply to           all TouchStar Software and Support Services, and the installation of           call center systems, provided by TouchStar under this Agreement. Terms           in Reseller's purchase orders and other printed forms shall not apply           to any order, notwithstanding TouchStar's acknowledgment or acceptance           of the order. In the event of any conflict between the terms of this           Agreement and any standard forms of either TouchStar or Reseller, the           terms of this Agreement shall govern. Reseller shall not, and is not           authorized to, make any warranties as to the TouchStar Software and           Support Services, or with regard to the installation of call center           systems by TouchStar, and any warranties exceeding the scope of           TouchStar warranties shall be null and void, subject only to contrary           legal requirements applicable to the Territory.

     6.4  LIMITED WARRANTY. TouchStar warrants that (a) with regard to the           TouchStar Software, (i) TouchStar will convey good title to the           TouchStar Software free and clear of any claims, liens, security           agreements or other encumbrances and (ii) for a period of ninety (90)           days after delivery, the TouchStar Software will perform in all

                                       13

          material respects with the specifications contained in TouchStar's           technical literature with regard to the TouchStar Software, (b) the           Support Services will be provided in a good and workmanlike manner           consistent with industry practices, and (c) with regard to call center           systems installed by TouchStar, (i) TouchStar will convey good title           to the call center system free and clear of any claims, liens,           security agreements or other encumbrances and (ii) the call center           system will be installed in a good and workmanlike manner           substantially in conformance with the Specifications. EXCEPT AS           PROVIDED IN THIS SECTION 6.4, TOUCHSTAR DOES NOT WARRANT THE TOUCHSTAR           SOFTWARE OR SUPPORT SERVICES, OR THE INSTALLATION OF ANY CALL CENTER           SYSTEM, TO RESELLER, ANY OTHER RESELLER OR ANY CUSTOMER. TOUCHSTAR           MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING THERETO.           TOUCHSTAR IS UNAWARE OF THE USE OF ANY CALL CENTER SYSTEM INSTALLED&bbsp;BY           TOUCHSTAR. TOUCHSTAR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND           WHATSOEVER WITH REGARD TO THE USE OF ANY CALL CENTER SYSTEM, INCLUIDNG           WHETHER THE USE OF THE CALL CENTER SYSTEM CONFORMS TO APPLICABLE           FEDERAL, STATE AND LOCAL LAWS. RESELLER BEARS SOLE RESPONSIBILITY TO           DETERMINE WHETHER THE USE OF A CALL CENTER SYSTEM BY A CUSTOMER           COMPLIES WITH APPLICABLE FEDERAL STATE AND LOCAL LAWS. SHOULD           APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR           IMPLIED WARRANTIES, THEN TOUCHSTAR HEREBY GRANTS THE MINIMUM EXPRESS           AND IMPLIED WARRANTIES REQUIRED BY SUCH APPLICABLE LAW.

     6.5  LIMITATION OF LIABILITY. IN NO EVENT SHALL TOUCHSTAR BE LIABLE TO           RESELLER, ANY OTHER RESELLER OR ANY CUSTOMER BY REASON OF ANY           REPRESENTATION OR IMPLIED WARRANTY, CONDITION, OTHER TERM, OR ANY DUTY           AT COMMON LAW, OR UNDER THE TERMS OF THIS AGREEMENT, FOR ANY DIRECT,           INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE (WHETHER           FOR LOSS OF PROFIT OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH           ANY ACT OR OMISSION OF TOUCHSTAR RELATING TO THE DEVELOPMENT,           MANUFACTURE, OR SUPPLY OF THE TOUCHSTAR SOFTWARE, THE SERVICES, OR THE           INSTALLATION OF ANY CALL CENTER SYSTEM, THEIR RESALE BY RESELLER, OR           THEIR USE BY ANY CUSTOMER OR OTHER END USER. TOUCHSTAR SHALL NOT BE           LIABLE FOR THE PROVISION OF SERVICES BY RESELLER OR ANY OTHER           RESELLER, OR ANY ALTERATIONS OR MODIFICATIONS BY RESELLER TO THE           TOUCHSTAR SOFTWARE OR ANY CALL CENTER SYSTEM. THE SOLE OBLIGATION OF           TOUCHSTAR, AND THE SOLE REMEDY OF RESELLER OR ANY OTHER RESELLER,           UNDER THIS AGREEMENT SHALL BE (A) WITH REGARD TO THE TOUCHSTAR           SOFTWARE OR ANY CALL CENTER SYSTEM, THE REPLACEMENT OR REPAIR OF THE           TOUCHSTAR SOFTWARE OR THE CALL CENTER SYSTEM OR, AT THE OPTION OF           TOUCHSTAR, THE RETURN OF THE PURCHASE PRICE PAID BY RESELLER

                                       14

          FOR SUCH TOUCHSTAR SOFTWARE OR CALL CENTER SYSTEM AND (B) WITH REGARD





          TO SERVICES, THE REPERFORMANCE OF THE SERVICES.

7. INTELLECTUAL PROPERTY RIGHTS.

     7.1  OWNERSHIP OF INTELLECTUAL PROPERTY.

            (a) Reseller acknowledges that TouchStar owns or has rights to                 license the intellectual property and proprietary rights in, to,                 and relating to the TouchStar Software and Support Services,                 including, but not limited to, the Intellectual Property Rights.

            (b) To the extent that Reseller or any Other Reseller is deemed to                 be the owner of all or any portion of the TouchStar Software,                 any Intellectual Property Rights of TouchStar or any Ancillary                 Software, or any improvements or intellectual property rights                 related thereto pursuant to applicable law, Reseller (i) hereby                 assigns exclusively to TouchStar all rights of Reseller in and                 to such Software and any improvements and intellectual property                 rights related thereto royalty-free and exclusively and (ii)                 shall include in any Other Reseller Agreement provision by which                 any Other Reseller grants to TouchStar an exclusive, perpetual,                 irrevocable, royalty-free assignment of all deemed rights of                 such Other Reseller in and to such TouchStar Software, Ancillary                 Software and Intellectual Property Rights. Reseller shall                 execute, and shall cause any Other Reseller to execute, any such                 documents and instruments necessary to vest in TouchStar the                 deemed ownership rights of Reseller or Other Reseller in and to                 any TouchStar Software, Ancillary Software or Intellectual                 Property Rights, and any improvements or intellectual property                 rights related thereto.

     7.2  PRIVATE LABELING. At the request of Reseller, TouchStar shall use           reasonable commercial efforts to provide a private label version of           the TouchStar Software (the Private Label Software) using logos,           trademarks, trade names or service marks owned by Reseller or to which           Reseller has exclusive rights (the Reseller Marks). Reseller           represents and warrants that Reseller has valid legal ownership and           other exclusive rights to the Reseller Marks. Reseller grants to           TouchStar a right and license to use the Reseller Marks in the           preparation of the Private Label Software. Reseller shall have the           right to promote, market, distribute and resell the Private Label           Software pursuant to the terms and conditions of this Agreement.           Reseller shall reimburse TouchStar for all costs and expenses incurred           by TouchStar in making the Private Label Software available to           Reseller. Except for the Reseller Marks, TouchStar shall retain all           right, title and interest in and to the Private Label Software.           Reseller shall indemnify, defend and hold harmless TouchStar, its           Affiliates, and its and their respective directors, officers,           employees, agents and representatives from and against any and all           claims, suits, proceedings, costs and expenses arising out of or           relating to the use by TouchStar of the Reseller Marks. TouchStar may           include in the Private Label Software a legend to the effect that           TouchStar owns the Private Label Software.

                                       15

     7.3  USE OF TOUCHSTAR INTELLECTUAL PROPERTY RIGHTS. Reseller shall use the           Intellectual Property Rights only to refer to the TouchStar Software           in accordance with TouchStar's policies as announced from time to           time. In particular, and without limitation, Reseller shall not (a)           remove Trademarks from any Marketing Materials, (b) include any           Trademarks or other Intellectual Property Rights in any promotional           literature prepared by Reseller without the express written consent of           TouchStar; (c) dispute or deny the validity of any of the Intellectual           Property Rights (including any attempt to register or record the same           in any jurisdiction), (d) do any act or omit to do any act whereby           TouchStar's right, title, and interest in the Intellectual Property           Rights may become invalidated or otherwise adversely affected, (e)           alter, remove, destroy, conceal, or tamper with any Trademarks, (f)           use any Intellectual Property Rights in any way which might prejudice           their distinctiveness or validity or goodwill of TouchStar therein,           (g) use in relation to Support Services any patents, copyrights,           trademarks, or trade names other than the Intellectual Property Rights           without TouchStar's prior written consent, or (h) use in the Territory           any trademarks or trade names so resembling any Trademark of TouchStar           as to be likely to cause confusion or deception. Upon expiration or           termination of this Agreement, Reseller shall immediately cease all           use of the Intellectual Property Rights and shall not thereafter use           any of them or any intellectual property rights confusingly similar to           the Intellectual Property Rights.

     7.4  USE OF CONFIDENTIAL INFORMATION. Reseller acknowledges that it may           receive, during the term of this Agreement, certain Confidential           Information belonging to TouchStar. Reseller recognizes that such           Confidential Information is proprietary to TouchStar and very           valuable, having involved the expenditure of substantial amounts of           money and the use of skilled experts over a long period of time.           Reseller shall hold TouchStar's Confidential Information in strict           confidence and shall not use or disclose any Confidential Information,           or permit any person to examine or copy any Confidential Information,           regardless of the manner in which Reseller gained access to it, except           as necessary for the performance of Reseller's obligations under this           Agreement.





     7.5  PROTECTION OF CONFIDENTIAL INFORMATION. Reseller shall protect           TouchStar's Confidential Information with the utmost care and shall           cause its employees, agents, and independent contractors having access           to such Confidential Information to sign confidentiality agreements           requiring them to comply with all the terms of this Article 7.

     7.6  INFRINGEMENT CLAIMS. Reseller shall promptly notify TouchStar of any           known or suspected breach of the Intellectual Property Rights and           shall cooperate (without charge for personal time incurred) in           TouchStar's efforts to protect such TouchStar Intellectual Property           Rights. TouchStar shall defend any action brought against Reseller           based on an allegation that any TouchStar Software infringes a United           States or foreign Patent, Copyright, or Trademark, and TouchStar shall           pay all costs and damages made in settlement or awarded as a result of           any such action. If a final injunction shall be obtained in any such           action restraining use of the TouchStar Software by any Customer, or           if TouchStar believes that any TouchStar Software is

                                       16

          likely to become the subject of a claim of infringement, TouchStar           shall, at its option and at its expense, (a) procure for Reseller's           Customer the right to continue using the TouchStar Software, (b)           replace or modify the TouchStar Software so that it becomes           non-infringing, or (c) repurchase the TouchStar Software on a           depreciated (five-year straight line) basis. Notwithstanding the           foregoing, TouchStar shall have no obligation with respect to any           action brought against Reseller based on an allegation of Patent,           Copyright, or Trademark infringement unless TouchStar is promptly           notified by Reseller in writing of such action and is allowed complete           control of the defense of such action and all negotiations for its           settlement or compromise. This Section 7.6 states TouchStar's entire           liability with respect to infringement of Patents, Copyrights, or           Trademarks.

     7.7  EQUITABLE REMEDIES. Reseller acknowledges that TouchStar will be           irreparably harmed by any breach of the provisions of this Section 7.           Therefore, in addition to any other remedies that TouchStar may have,           TouchStar shall be entitled to an injunction, issued by any court of           competent jurisdiction, wherever located, restraining any violation of           this Section 7 or specified performance if applicable. Reseller hereby           waives, with respect to any future dispute related to this Section 7,           any defense based on the argument that TouchStar will not be           irreparably harmed by a breach or that TouchStar has available to it           an adequate remedy for damages.

     7.8  RESELLER'S OBLIGATIONS AS TO CONFIDENTIAL INFORMATION AFTER           TERMINATION. All obligations of Reseller relating to TouchStar           Confidential Information shall survive the expiration or termination           of this Agreement. Promptly upon expiration or termination of this           Agreement, Reseller shall not have a right of retention with respect           to, and shall return to TouchStar, all materials in Reseller's           possession or control that represent or contain Confidential           Information, including all memoranda, computer programs, documents,           notes, and every other medium. Reseller shall not retain for its own           use or the use of any third party any such materials or any copies           thereof.

8. TERM AND TERMINATION.

     8.1  TERM OF AGREEMENT. This Agreement shall continue in force for a term           of twelve (12) months from the Effective Date, unless terminated           earlier under the provisions of this Article 8 (the Term); PROVIDED           that TouchStar shall have the right to terminate this Agreement at any           time after the Effective Date upon not less than fifteen (15) days'           prior written notice to Reseller. Prior to the end of the Term, each           of TouchStar and Reseller may notify the other if it desires to           negotiate a further agreement by written request received at least           ninety (90) days in advance of the termination of this Agreement. If           both parties desire to negotiate a further agreement, they may           consider the terms of this Agreement in coming to an understanding.           Nothing in this Agreement shall be construed to obligate either party           to renew or extend the term of this Agreement. Renewals for additional           terms, if any, shall not cause this Agreement to be construed as an           agreement of indefinite duration.

     8.2  TERMINATION AT TOUCHSTAR OPTION. TouchStar may terminate this           Agreement upon the occurrence and continuation of any of the following           events, with the understanding

                                       17

          that, if no cure period specifically is stated with regard to an           event, then no cure period for such event applies:

            (a) Reseller fails to make any payment of Fees due to TouchStar                 under this Agreement and such failure remains unremedied for a                 period of ten (10) days;

            (b) Reseller breaches any of its other obligations under this                 Agreement and such breach remains unremedied for a period of





                thirty (30) days;

            (c) Reseller or any Other Reseller takes any action to Reverse                 Engineer the TouchStar Software;

            (d) Reseller fails to comply with applicable Legal Requirements,                 including Government Controls;

            (e) Reseller fails to reach the Quotas established by the parties;

            (f) Reseller repeatedly breaches any of its obligations under this                 Agreement, even though Reseller remedies each such breach within                 the applicable time period specified above;

            (g) Reseller fails to execute an Other Reseller Agreement with any                 Other Reseller;

            (h) Reseller or any Other Reseller fails to deliver a License                 Agreement to a Customer;

            (i) Reseller fails to indemnify TouchStar, its Affiliates and its                 and their respective directors, officers, employees, agents and                 representatives for any claims related to or arising under any                 Other Reseller Agreement or the use by TouchStar of the Reseller                 Marks;

            (j) Reseller is negligent in the fulfillment of its obligations to                 market and resell the TouchStar Software;

            (k) Reseller breaches any of its obligations relating to the                 Intellectual Property Rights or Confidential Information;

            (l) Reseller, any of Reseller's officers, directors, or                 shareholders, or any entity controlling, controlled by or under                 common control with Reseller promotes, sells, or offers for sale                 any product or other item that is, in TouchStar's reasonable                 opinion, competitive with or capable of being substituted for                 any of the TouchStar Software; or Reseller engages in overt or                 subvert forms of boycott of the TouchStar Software, including                 the offer for sale of any product or other item that is, in                 TouchStar's reasonable opinion, competitive with or capable of                 being substituted for any of the TouchStar Software;

            (m) In the event of a sale, conveyance, transfer or other                 disposition, in any transaction or series of transactions that                 results, directly or indirectly, in a

                                       18

                change of fifty percent (50%) or more of the aggregate voting                 power in Reseller as such existed on and as of the Effective                 Date;

            (n) Reseller is merged or consolidated with any other entity or                 there is a substantial change in the management or control of                 Reseller; or

            (o) Reseller ceases to function as a going concern or ceases to                 conduct its operations in the normal course of business or any                 of its directors, shareholders, or officers is convicted of a                 criminal offense or engages in any other act that in TouchStar's                 opinion could have an adverse effect upon TouchStar's reputation                 and goodwill.

     8.3  SUSPENSION OF TOUCHSTAR OBLIGATIONS. Immediately upon the occurrence           of any breach by Reseller of any of its obligations under this           Agreement or upon the occurrence of any event or circumstance           identified in Section 7.3 of this Agreement, all of TouchStar's           obligations to provide Support Services shall be suspended and such           obligations shall remain suspended until the event or circumstance           giving rise to the suspension has been corrected to TouchStar's           satisfaction.

     8.4  SURVIVAL OF RESELLER OBLIGATIONS. The termination of this Agreement           shall not terminate or affect the continuing binding obligations           imposed by Sections 4.4, 4.7, 4.10, 4.12, and 5, 6, 7, 8, 9 and 10           this Agreement. It is understood and agreed that the obligations of           Reseller set forth in such provisions may be specifically enforced by           TouchStar in any court of competent jurisdiction, wherever located,           notwithstanding the provisions of Section 10.12(b) hereof, since no           other adequate remedy may exist in the event of a breach or threatened           breach by Reseller of any such provisions.

9. DUTIES UPON TERMINATION.

         In addition to any other provision of this Agreement which is designated in Section 8.6 as a provision surviving termination, the following shall apply:

     9.1  CUSTOMER AGREEMENTS.

            (a) In the event that (i) TouchStar terminates this Agreement in                 accordance with any one or more of the provisions of Section 8.2                 or (ii) Reseller elects not to enter into a new agreement with





                TouchStar pursuant to Section 8.1, all Customer Agreements with                 Customers shall be transferred by Reseller to TouchStar.

            (b) In the event that (i) TouchStar elects not to enter into a new                 agreement with Reseller pursuant to Section 8.2 or (ii) Reseller                 terminates this Agreement in accordance with the provisions of                 Section 8.3, Reseller shall retain all Customer Agreements with                 Customers and TouchStar shall continue to provide Support                 Services under such Customer Agreements for the remaining term                 of such Customer Agreements.

&bbsp;                                      19

     9.2  REFERRALS BY RESELLER. In the event that (a) TouchStar terminates this           Agreement in accordance with any one or more of the provisions of           Section 8.2 or (b) Reseller elects not to enter into a new agreement           with TouchStar pursuant to Section 8.1, Reseller shall refer to           TouchStar or TouchStar's designee all inquiries and orders received by           Reseller pertaining to the purchase of Support Services.

     9.3  PAYMENT OF FEES.

            (a) In the event that this Agreement terminates or expires pursuant                 to Section 8.1(a), Reseller immediately shall pay to TouchStar                 all Fees outstanding on and as of the date of termination or                 expiration of this Agreement.

            (b) In the event that this Agreement terminates or expires pursuant                 to Section 8.1(b), Reseller shall continue to pay all Fees in                 accordance with the provisions of Section 6.2.

     9.4  INTELLECTUAL PROPERTY RIGHTS. Reseller immediately shall stop the use           of Marketing Materials and Intellectual Property Rights, and shall           return any unused Marketing Materials and all physical media upon           which Intellectual Property Rights are contained by TouchStar.

     9.5  SHIPMENTS FOLLOWING NOTICE OF TERMINATION. The expiration or           termination of this Agreement shall not relieve TouchStar of its           continuing obligation to ship TouchStar Software pursuant to any           purchase orders accepted by TouchStar prior to the notice of           termination, nor shall it relieve Reseller of its continuing           obligation to accept and pay for such TouchStar Software; PROVIDED,           HOWEVER, that with respect to all TouchStar Software shipped after any           notice of termination, Reseller shall make payment prior to shipment           on terms and conditions and by means satisfactory to TouchStar,           notwithstanding any credit terms that may have been available to           Reseller prior to such notice of termination.

     9.6  LIABILITY UPON TERMINATION. TouchStar shall have no liability to           Reseller or any Other Reseller by reason of the termination or           expiration of this Agreement for compensation, reimbursement, or           damages of any kind, including any loss of prospective profits on           anticipated sales, loss of goodwill, or investments made in reliance           on this Agreement. Reseller acknowledges that it has received no           assurances from TouchStar that its business relationship with           TouchStar will continue beyond the term established in this Agreement,           or that it will obtain any anticipated amounts of profits in           connection with this Agreement, or that it will recoup its investment           in the promotion of the TouchStar Software. Reseller also acknowledges           that Reseller's failure to reach the Quotas will have a significant           adverse impact on TouchStar's goodwill in the Territory, and that if           Reseller is terminated because of failure to meet the Quotas, then           Reseller will not be entitled to compensation of any kind (beyond the           notice period set forth in this Agreement), since the damage to      &sbsp;    TouchStar's goodwill is likely to be at least as great as any losses           Reseller might incur as a result of the termination. However, these           provisions apply only to damages that are attributable to the           expiration or termination of this Agreement and shall not affect any           amount due

                                       20

          under this Agreement or the right of either party to seek damages           directly attributable to any breach.

10. GENERAL PROVISIONS.

     10.1 RELATIONSHIP BETWEEN THE PARTIES. Neither party to this Agreement and           none of their respective agents, employees, representatives or           independent contractors shall (a) be considered an agent, employee, or           representative of the other party for any purpose whatsoever, (b) have           any authority to make any agreement or commitment for the other party           or to incur liability or obligation in the other party's name or on           its behalf, or (c) represent to third parties that any of them has any           right so to bind the other party hereto, it being intended that each           party shall remain an independent contractor responsible only for its           own actions. Nothing contained in this Agreement shall be construed or           interpreted as creating an agency, partnership, or joint venture           relationship between the parties.





     10.2 RESELLER REPRESENTATION, WARRANTY AND UNDERTAKING. Reseller (a)           represents and warrants that (i) it is a corporation duly organized           and existing under the laws of the jurisdiction of its incorporation           with all necessary corporate power and authority to execute, deliver,           and perform its obligations under this Agreement, and that the           execution, delivery, and performance of its obligations under this           Agreement have been duly authorized by all requisite corporate action           of Reseller and all Legal Requirements of Governmental Bodies, (ii) it           has the requisite skill and knowledge necessary to perform its           obligations under this Agreement, (iii) that it currently is not in           violation of any Legal Requirements, and (iv) no current employee or           shareholder of TouchStar has an ownership interest in Reseller or any           affiliate or related entity of Reseller; and (b) covenants that,           during the Term, it (i) shall use its best endeavors to maintain its           corporate identity and remain in existence under the organizing laws           of its jurisdiction and (ii) promptly notify TouchStar in the event           that any employee or shareholder of TouchStar obtains an ownership           interest in Reseller or any affiliate or related entity of Reseller.

     10.3 NOTICES. Without precluding any other sufficient form of notice, all           notices, demands, or other communications under this Agreement shall           be deemed given if sent by registered airmail, facsimile, hand           delivery, or express courier to the address of the party as set out in           this Agreement or to another address specified by the party. All           notices, demands, and other communications in connection with this           Agreement shall be written in the English language.

     10.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement           between the parties pertaining to its subject matter, and it           supersedes any and all written or oral agreements previously existing           between the parties with respect to such subject matter. No           supplement, modification, or amendment of this Agreement shall be           binding unless executed in writing by both parties.

     10.5 WAIVER. Either party's failure to insist on strict performance of any           provision of this Agreement shall not be deemed a waiver of any of its           rights or remedies, nor shall it relieve the other party from           performing any subsequent obligation strictly in

                                       21

          accordance with the terms of this Agreement. No waiver shall be           effective unless it is in writing and signed by the party against whom           enforcement is sought. Such waiver shall be limited to provisions of           this Agreement specifically referred to therein and shall not be           deemed a waiver of any other provision. No waiver shall constitute a           continuing waiver unless the writing states otherwise.

     10.6 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of,           and shall be binding upon, the respective heirs, legal           representatives, successors, and assigns of each of the parties.

     10.7 ASSIGNMENT.

            (a) TouchStar may assign this Agreement and the rights and                 responsibilities under this Agreement to an Affiliate upon                 written notice to Reseller.

            (b) Except for the rights of TouchStar under Section 10.7(a), this                 Agreement may not be assigned by either party without the prior                 written consent of the other. Any attempted assignment in                 violation of this provision shall be void and shall be deemed a                 breach of this Agreement.

     10.8 INDEMNIFICATION. Reseller shall be solely responsible for, and shall           indemnify TouchStar, its officers, directors, employees, and agents           against, and hold each of them harmless from, any and all claims           (including without limitation, all damages (whether direct, indirect,           incidental, criminal, special, or punitive), losses, liabilities,           expenses, costs, and attorneys' fees related to such claims) resulting           from (a) the negligent or willful failure of Reseller to comply with           its obligations hereunder, (b) the acts or omissions of Reseller, its           officers, directors, employees, or agents during the term of this           Agreement or thereafter, (c) any express or implied representation or           warranty made by Reseller or any of its officers, directors, employees           or agents with regard to the TouchStar Software or the Support           Services not contained in written literature of TouchStar or           specifically authorized by TouchStar in writing, and (c) the           installation of a call center system by TouchStar on behalf of           Reseller or any Other Reseller and the use of the TouchStar Software           in the operation of a call center system, unless caused by the gross           negligence or willful misconduct of TouchStar.

     10.9 SECTION HEADINGS; CONSTRUCTION. The section headings in this Agreement           are included for convenience only and shall not be deemed to limit or           otherwise affect the construction of any of its provisions. The word           including shall be ascribed a non-exclusive meaning unless followed           by the word only.

    10.10 SEVERABILITY. In the event that any of the provisions of this           Agreement shall be held by a court, arbitral panel, or tribunal of           competent jurisdiction to be unenforceable, such provision will be           enforced to the maximum extent permissible and the remaining portions





          of this Agreement shall remain in full force and effect.

    10.11 PARTIES IN INTEREST. Nothing in this Agreement is intended to confer           any rights or remedies on any persons other than the parties to it.           This Agreement shall not be construed to relieve or discharge any           obligations or liabilities of third persons, nor

                                       22

          shall it be construed to give third persons any right of subrogation           or action over against any party to this Agreement.

    10.12 GOVERNING LAW AND ARBITRATION.

            (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND                 CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO,                 UNITED STATES, WITHOUT REGARD TO ITS PRINCIPLES REGARDING                 CONFLICT OF LAWS.

            (b) ARBITRATION. Any dispute arising out of or relating to this                 Agreement, including, without limitation, the interpretation of                 any provision of this Agreement or the breach, termination or                 invalidity of this Agreement that cannot reasonably be resolved                 by the Parties shall be settled exclusively and finally by                 binding arbitration under the International Arbitration Rules of                 the American Arbitration Association in effect on and as of the                 date of this Agreement (the AAA Rules), except as such AAA                 Rules are modified pursuant to this Section 10.12(b).

                  (i)   The arbitration shall be conducted before a panel of                         three (3) arbitrators, each of whom shall be fluent in                         English and shall have knowledge in the call center                         industry. TouchStar shall appoint one (1) arbitrator,                         Customer shall appoint one (1) arbitrator, and the third                         arbitrator shall be selected by the two (2) arbitrators                         so appointed; PROVIDED, HOWEVER, that if the two (2)                         arbitrators appointed by the parties fail to select the                         third arbitrator within thirty (30) days after the date                         on which the last of such two (2) arbitrators are                         appointed, then the third arbitrator shall be appointed                         by the administrator in accordance with the AAA Rules.                         The third arbitrator, regardless of how selected, shall                         chair the arbitration panel.

                  (ii)  Once the arbitrators are impaneled, if (A) an arbitrator                         withdraws after a challenge, (B) the administrator                         sustains a challenge and removes an arbitrator, (C) an                         arbitrator dies, or (D) an arbitrator otherwise resigns                         or is removed, then the party which appointed such                         arbitrator shall appoint a replacement arbitrator within                         thirty (30) days in accordance with the procedures set                         forth in Section 10.12(b)(i).

                  (iii) The arbitration shall be conducted in Denver, Colorado,                         United States. The arbitration shall be conducted in                         English; PROVIDED, that either party, at its cost, may                         provide for the simultaneous translation of the                         arbitration into a language other than English.

                  (iv)  No less than thirty (30) days prior to the date on which                         the arbitration proceeding is to begin, each party shall                         submit to the other party the documents, in English, and                         list of witnesses it

                                       23

                        intends to use in the arbitration. At any oral hearing                         of evidence in connection with the arbitration, each                         party or its legal counsel shall have the right to                         examine witnesses and to cross-examine the witnesses of                         the opposing party.

                  (v)   The arbitrators shall apply the substantive law of the                         State of Colorado to any decision issued by the                         arbitration panel, and the arbitrators shall be so                         instructed. The arbitrators shall issue a written                         opinion stating the findings of fact and the conclusions                         of law upon which the decision is based. The decision of                         the arbitrators shall be final and binding. Judgment on                         such award may be entered in any court of appropriate                         jurisdiction, or application may be made to that court                         for a judicial acceptance of the award and an order of                         enforcement, as the party seeking to enforce that award                         may elect. Any arbitration award for money damages shall                         be in Dollars. Other than pursuant to this Section                         10.12(b)(v), the arbitration award shall not include any                         indirect, incidental, special, consequential, or                         punitive damages and the arbitrators shall be so                         instructed.

                  (vi)  Any arbitration award pursuant to this Section 10.12(b)                         shall be subject to the United Nations Convention on the





                        Recognition and Enforcement of Foreign Arbitral Awards                         of 1958.

            (c) JURISDICTION AND VENUE FOR INTERIM RELIEF. Notwithstanding the                 provisions of Section 10.12(b), each party shall have the right                 to bring an action in a court of competent jurisdiction of any                 equitable or other relief as may be necessary to protect the                 rights of such party under this Agreement.

            (d) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY                 IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,                 SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR                 RELATING TO THIS AGREEMENT OR ITS INTERPRETATIONS.

    10.13 GOVERNING LANGUAGE. The governing language of this Agreement shall be           English. If this Agreement is translated into a language other than           English, then the English version shall prevail.

    10.14 EXCLUSION OF UNITED NATIONS CONVENTION. The United Nations Convention           on Contracts for the International Sale of Goods is hereby excluded           from application to this Agreement.

    10.15 FORCE MAJEURE. Neither party shall be responsible for any failure to           perform due to unforeseen circumstances or to causes beyond that           party's control, including but not limited to acts of God, war, riot,           acts of terrorism, embargoes, acts of civil or military authorities,           compliance with governmental laws, rules or regulations, failure of           telecommunications connectivity beyond the reasonable control of the           parties,

                                       24

          accidents, strikes, labor disputes, or shortages. Failure to perform           shall be excused during the continuance of such circumstances, but           this Agreement shall otherwise remain in effect.

    10.16 PUBLICITY; DISCLOSURES. Except as expressly provided herein and except           to the extent required by applicable law, no news releases or other           public disclosures relating to this Agreement, its existence or its           subject matter, including without limitation, photographs, public           announcements or confirmation of the same, shall be made by either           party without the prior written approval of the other party.

                            [SIGNATURE PAGE FOLLOWS]

                                       25

         IN WITNESS OF THE FOREGOING, the parties have caused this Agreement to be signed by their respective duly authorized representatives all as of the Effective Date.

WORLDWIDE STRATEGIES INC.                 TOUCHSTAR SOFTWARE CORPORATION

By: /s/ JAMES P.R. SAMUELS                By: /s/ SHAWN SUHRSTEDT    ----------------------------               ----------------------------- Title:  PRESIDENT                         Title:    CFO       -------------------------                 --------------------------- Date:  SEPT 14-2005                       Date:   9/15/5      --------------------------                ----------------------------





                                       26 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
In particular, and without limitation, Reseller shall not

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                   EXCLUSIVE DISTRIBUTOR AGREEMENT

     EXCLUSIVE DISTRIBUTOR AGREEMENT (Agreement) dated as April 15, 1994 by and between IMRS OPERATIONS INC. d/b/a IMRS INC., a Delaware corporation with its principal place of business at 777 Long Ridge Road, Stamford, Connecticut 06902, U.S.A. (hereinafter referred to as Developer) and Delteq Pte Ltd, a Singapore company (and a subsidiary of Wuthelam Industries (S) Pte LTD) with its principal place of business at 215 Henderson Road, #101-03 Henderson Industrial Park, Singapore 0315 (hereinafter referred to as Distributor).

     WHEREAS, Developer has developed certain computer programs and related documentation more particularly described in Schedule A attached hereto (the Products) and desires to grant distributor the right to market and distribute the Products in Singapore, Malaysia, Indonesia, Thailand, and Brunei (the Territory); and

     WHEREAS, Distributor is in the business of marketing and distributing computer-related products and desires to have Developer grant to it the right to market and distribute the Products in the Territory.

     NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties hereto agree as follows:

1.   LICENSE

     1.1  Exclusive Distribution License.              ------------------------------

     Upon the terms and subject to the conditions of this Agreement, Developer hereby grants to Distributor an exclusive, non-transferable fight and license to market and distribute the Products in the Territory. Distributor shall distribute the Products to existing and new customers of Distributor located in the Territory (the End-Users) who enter into an End-User License Agreement (as hereinafter defined). The Products shall be in executable object code form only and Distributor shall have no fight to the source code of such Products. The Products distributed to End-Users shall be in executable object code form only. Distributor shall not itself, nor allow others to modify, translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Products supplied hereunder, or adapt the Products in any way or for use to create a derivative work. Should Distributor wish to create such a derivative work, Distributor must first seek and obtain express written permission to do so from the Developer and Developer may withold such permission at its sole discretion. Distributor may not, and may not permit End-Users to, use, reproduce, siblicense, distribute or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.

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     1.2  The Territory.              -------------

     Distributor may market and distribute the Products solely within the Territory. Distributor shall not have the right to establish third-party agreements for the license, sale, installation and/or support of the Products in the Territory or elsewhere, without the prior written approval of Developer, which approval may be withheld for any reason.

     1.3  License of the Products to End-Users; Other Responsibilities of              --------------------------------------------------------------- Distributor. - - - -----------

     (a)    In connection with Distributor's license and distribution of the Products to End-Users, Distributor will have End-Users execute a Software License Agreement in the form attached hereto as Schedule B (the End-User License Agreement). Distributor may not negotiate the terms of the End-User License Agreement with any prospective End-User or agree to any conflicting, different or additional terms from those set forth in the End-User License Agreement without Developer's prior written consent. Developer shall have no liability to Distributor in the event any prospective End-User refuses to agree to enter into an End-User License Agreement.

     (b)   Distributor will at all times during the term hereof use all reasonable efforts to promote and increase sales of Products throughout the Territory, and will work diligently to obtain orders for Products. Developer shall, during the term hereof, adopt such policies, strategies, prices, customer license terms and conditions, and decisions which will reasonably support Distributor in promoting and increasing sales of Products throughout the Territory and shall respond to Distributor as soon as reasonably practicable with respect to the foregoing.

     (c)    Distributor will promote the sale of Products throughout the Territory to End-Users by means of personal visits, presentations, seminars, correspondence. Specific marketing and sales programs will be defined jointly by Distributor and Developer.





     (d)   Distributor hereby acknowledges that prompt, courteous and professional service of all End-Users and the fostering and maintenance of good relations with End-Users is of paramount importance to Developer, and Distributor hereby agrees to use reasonable efforts to so serve End-Users and promote such relations with End-Users. Distributor shall call upon End-Users regularly, provide assistance and information to End-Users as requested by End-Users or Developer, serve as liaison between End-Users and Developer, and comply with such policies and procedures as Developer may from time to time communicate to Distributor.

     (e)    Distributor shall take all necessary steps to ensure that it and all of its sales personnel are fully familiar with and can effectively demonstrate the Products, are familiar with the Developer's then-current price list, and applicable Developer policies and procedures.

     (f)    Distributor shall attend such annual sales and consulting meetings for, among other things, training and education as Developer shall reasonably require. Distributor

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shall be responsible for the cost of any travel or lodging for attendance at such meetings required by Developer.

     (g)   All payments by End-Users for Products shall be made directly to Distributor, and Distributor shall so advise Developer of the End-Users to whom sales are made.

     (h)   Distributor will not incur or create any liability on behalf of Developer or in any way pledge or purport to pledge the credit of Developer.

     (i)   Distributor will: (i) work closely with Developer to implement the agreed upon sales strategy and marketing strategy for Developer in the Territory; (ii) prepare any market survey or other marketing or sales report reasonably requested by Developer from time to time; and (iii) inform Developer promptly of any commercial, financial, technical or other information which would be of interest to Developer, including but not limited to foreseeable developments regarding End-Users' needs of which Distributor becomes aware.

     (j)   Distributor will observe all directions and instructions given by Developer in relation to Developer's commercial policy, delivery and payment terms and the distribution of Products, and, in the absence of any such directions or instructions in relation to any particular matter, will act in such manner as Distributor reasonably considers to be most beneficial to the best interests of Developer.

     (k)   Distributor will observe and take all necessary or appropriate steps to observe the standards and technical specifications applicable to Developer's business as may be communicated from time to time by Developer to Distributor.

     (1)   Developer shall be the sole source of all copies of the Products or their components distributed by Distributor under the terms of this Agreement. Furthermore, Developer's and the Product names shall appear on the initial screen in all cases. Distributor may mark all such products and materials with its own names or logos to indicate that the Distributor is a marketer of the Products, provided that any such label or lettering is no larger in size than that used for the name and logo of Developer.

     (m)   Distributor shall allocate a minimum of two (2) dedicated people to sell and support the Products full-time. Distributor shall immediately notify Developer in the event that these people are assigned additional responsibilities that prevent them from remaining dedicated to the Products full-time.

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     1.4  Product Changes.              ---------------

     Developer retains the right, in its sole discretion, to upgrade or modify the Products from time to time. In addition, upon ninety (90) days prior written notice to Distributor, Developer may add or delete Products from Schedule A. Upon receipt of any such notice of any upgrade or modification, or upon the expiration of the notice period set forth above for additions or deletions to Schedule A, Distributor shall cease to market and distribute earlier versions of the Products and/or Products deleted from Schedule A.

     1.5  License to Use Trademark and Trade Name.              ---------------------------------------

     Any and all trademarks and trade names which Developer uses in connection with the license granted hereunder are and shall remain the exclusive property of Developer. Nothing contained in this Agreement shall be deemed to give Distributor any right, title or interest in any trademark or trade name of Developer relating to the Products. Subject to notice in writing from Developer which modifies or cancels such authorization, during the term of this Agreement, Distributor may use at no charge the trademarks and trade names specified by Developer in writing for normal advertising and promotion of Products. Developer occasionally uses third party trademarks, trade names or screen shots in advertising; Distributor may not use such trademarks, trade





names or screen shots in writing for advertising without the prior written permission from the third party developer.

2.     PRICE, PAYMENT AND SHIPMENT.        ---------------------------

     2.1    Price.                -----

     Distributor shall adhere to the then current Developer Prices for each Product (collectively, the Prices). Developer's current Prices for each Product are set forth in Schedule C. Developer may increase or decrease the Prices for any or all Products upon written notice to Distributor. Distributor must receive, for each instance, express written permission from Developer to sell Product at any price other than such Prices.

     2.2.   Orders, Payment and Shipment.                ----------------------------

     Upon Developer's receipt of a written order from Distributor (each an Order) together with a copy of an executed End-User License Agreement and Contract Summary Form (Appendix D), Developer will ship to Distributor the designated quantities of the Products. At Distributor's expense, the Products shall be shipped by Developer to Distributor F.O.B. origin, freight pre-paid, with risk of loss to pass to Distributor upon delivery of the Products by Developer to a common carrier. Notwithstanding the above, upon notice to Distributor, Developer may ship the Software directly to Distributor's customer. The terms and conditions of this Agreement shall apply to all Orders submitted to Developer by Distributor. Orders issued by

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Distributor to Developer are solely for the purpose of requesting delivery dates and quantities. All Orders shall be subject to acceptance by Developer; Developer will not unreasonably delay acceptance of any order. Developer shall use reasonable efforts to deliver accepted Orders but shall not be liable for any damages to Distributor or to any third party caused by Developer's delay or error in filling, or failure to fill, any Orders for any reason. Except as otherwise provided herein, all fees and expenses payable hereunder for which Developer issues an invoice to Distributor shall be due and payable thirty (30) days from the date of the invoice. A late payment charge of the lesser of one and one-half percent (1.5%) per month or the highest interest rate allowed by applicable law shall be charged upon all unpaid amounts due hereunder for more than thirty (30) days.

     2.3 Reporting; Royalties.             --------------------

     Distributor shall submit Monthly Sales and Royalty Reports and make payments to Developer as provided herein. All royalties paid to Developer shall be based upon Developer's list prices in U.S. Dollars, except as otherwise agreed in writing by Developer.

     Software license fees associated with Software license agreements in which the sales cycle begins on or after May 1, 1994 (hereinafter New Software license agreements) for Product sites located in the Territory, shall be allocated and distributed as follows:

              Gross Software Revenue Generated     % to Distributor                  --------------------------------     ----------------                  Per Annum July 1- June 30

              US$O -- $999,999                          40%                  US$1,O00,000 +                            50%

     On July 1 each year, the gross software revenue generated figure will be reset to zero and the accumulation of software revenues will restart.

     However, the foregoing allocation of such fees associated with the New Software license agreements involving a headquarter Product or other site licenses situated outside of the Territory may be subject to reduced percentages to Distributor due to royalties owed to other Developer entities, affiliates, or distributors located outside the Territory, who may also have participated in the sale. Each such situation will be evaluated individually and a final decision on the royalty due will be based upon each party's relative contribution and will be made in Developer's sole discretion. The general guidelines for such cases are outlined in Appendix E (Bergamo Rules).

     Installation, consulting, and training fees associated with the Products are due and payable to the party performing the services.

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     License Renewal and Maintenance Fees will be split evenIy with 50% distributed to Developer and 50% distributed to Distributor, also subject to paragraph 4 of this section 2.3.

     Distributor will submit a monthly report to Developer which accurately identifies the Software license fees, maintenance fees, and any other fees set forth in this Agreement (repons outlined in Schedule D). This report is due at





the earliest possible time, but in no event later than ten (10) days following the end of each calendar month Payment by Distributor of the applicable royalty fees to Developer shall accompany the report; provided, however, that Developer shall have the reasonable fight to inspect Distributor's books from time to time during the term hereof and for a one (1) year period after the termination of this Agreement for purposes of verifying the royalties payable to Developer. In addition, Distributor shall report the acquisition of each new license  for the Software system to Developer and will provide either an English translation of the End-User License Agreement or a completed contract extract schedule in the form of Exhibit D (Contract Summary Form) within one (1) day of accepting the order.

     24  Inspection and Acceptance.             -------------------------

     Distributor shall inspect all Products immediately upon delivery and shall, within seven (7) calendar days, give written notice to the common cartier and Developer of any claim for damages or shortages. Distributor shall give written notice to Developer within thirty (30) calendar days of delivery in the event that any Product does not conform with the terms of this Agreement. If Distributor fails to give any such notice, the Products shall be deemed accepted for all purposes of this Agreement.

     2.5    Taxes.                -----

     In addition to the Prices and other fees payable hereunder, Distributor shall record and pay any federal, state, local or other duties, withholding and excise taxes, now or hereafter applied on the sale, transportation, import, export, licensing or use of the Products including sales tax, value added tax or similar tax. Any taxes imposed by federal, state or any local government or any amount in lieu thereof, including interest and penalties thereon, paid or payable at any time by Developer in connection with Developer's license to Distributor, exclusive of taxes based on Developer's net income, shall be borne by Distributor.

     Distributor shall co-operate with and assist Developer, as reasonably necessary, to obtain United States tax credits for any duties or taxes described in this Section 2.5 which may be credited to and/or recovered by Developer and applied by Developer to reduce its United States tax liability. In the event Developer obtains any such tax credits, Developer shall notify Distributor of the amount thereof and Distributor shall be entitled to apply such amount against future amounts payable by Distributor to Developer hereunder.

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3.  MAINTENANCE AND SUPPORT.     -----------------------

     3.1   Distributor Support               -------------------

     Distributor shall remain solely responsible for all installation, maintenance, consulting and support services to the End-Users with regard to the Products. Developer agrees to deliver to Distributor together with the first Order delivered to Distributor a copy of the Product to be used solely by Distributor's personnel providing installation, maintenance, consulting or support services to End-Users and shall only be used at Distributor's site. Distributor's failure to maintain the confidentiality of the Products pursuant to the terms of this Agreement shall be deemed a material breach of this Agreement. As mutually agreeable, Developer, Developer's affiliates, or Distributor may each provide local support to the sites of multi-location clients, each on behalf of the other where the provisions of such support will enhance the quality of support provided to the client. Such services will be provided at the local billing rate or such alternative billing rate as shall be agreed between the parties. The party providing the support shall receive all revenues arising therefrom unless otherwise agreed. Furthermore, it is understood that travel expenses, if any, are to be borne by the client utilizing the support services or by the Distributor unless otherwise agreed. For End-Users that have a World Wide Retainer in place, Distributor will provide local support in the Territory as defined in the World Wide Retainer (Schedule F).

     3.2    Audit Rights.                ------------

     Distributor shall maintain accurate books and records of all End-User License Agreements granted for the Products (which will include at a minimum the location, type and number of products and sites, renewal and payment terms and any special conditions or terms), the End-Users receiving maintenance, and consulting and support services, payable under this Agreement. Upon reasonable notice to Distributor, Distributor shall make such books and records available to Developer, at Distributor's place of business during normal business hours, to audit the payments being made by Distributor hereunder.

     3.3  End-User Training and Developer Consulting Services              ---------------------------------------------------

     Distributor shall be solely responsible for the training of End-Users. Developer may be available at its then current standard rates to provide training, special enhancements, customization and other special work or services to either Distributor or End-Users.





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4.     CONFIDENTIALITY AND PROPRIETARY RIGHTS.        --------------------------------------

     4.1    Confidentiality.                ---------------

     Distributor acknowledges that in the course of dealings between the parties, Distributor may acquire information about Developer, its business activities and operations, its technical information and trade secrets, including but not limited to the Products, all of which are highly confidential and proprietary to Developer (the Confidential Information). Confidential Information shall not include information generally available to or known by the public, or information independently developed outside the scope of this Agreement. Distributor shall hold all such Confidential Information in strict confidence and shall not reveal or use the same except pursuant to a court order or upon written request of Developer. The Confidential Information shall be safeguarded with at least as great a degree of care as Distributor uses to safeguard its own most confidential materials or data relating to its own business, but in no event less than a reasonable degree of care.

     4.2    Proprietary Rights.                ------------------

     Distributor acknowledges and agrees that the Products, and all copies thereof, constitute valuable trade secrets of Developer and/or proprietary and confidential information of Developer and title thereto remains in Developer. Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Products are and shall remain vested in Developer. All other aspects of the Products, including without limitation, algorithms, models, programs, methods of processing, design and structure of individual programs and their interaction and programming techniques employed therein shall remain the sole and exclusive property of Developer and shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly, by Distributor to any person, company or entity whatsoever other than as expressly set forth herein. The copyright notice and restricted rights legends contained in the Products shall appear on all tapes, diskettes and other tangible media distributed by Distributor.

     4.3    Specific Remedies.                -----------------

     If Distributor commits a breach of any of the provisions of Sections 4.1 or 4.2 above, Developer shall have, in addition to all other fights in law and equity, (a) the right to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to Developer and that money damages will not provide an adequate remedy, and (b) the right to require Distributor to account for and pay to Developer all compensation, profits, monies or other tangible benefits (collectively Benefits) derived or received as the result of any transactions constituting a breach of any of the provisions of this Article 4, and Distributor hereby agrees to account for and pay such Benefits.

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     4.4    Covenant Not to Compete.                -----------------------

     During the term of this Agreement and for a period of two (2) years after the termination hereof for any reason, Distributor will not market, or attempt to market, a computer program which competes in any way with the Products in the areas of consolidation, financial information, financial transaction processing, reporting, data collection, or modeling, including but not limited to the use of personal computers, nor which competes with any modification, alteration or enhancement to the Products which is developed during the term of this Agreement.

5.  LIMITED WARRANTY.     ----------------

     5.1 Limited Warranty.             ----------------

     For ninety (90) days after delivery of a Product to Distributor, Developer warrants that media upon which the Products are delivered shall be of good quality and workmanship. Upon written notice from Distributor of defective media for a Product, Developer shall use reasonable efforts to promptly provide replacement media.

     5.2 Disclaimer of Warranties.             ------------------------

     EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, THE PRODUCTS ARE PROVIDED AS IS. DEVELOPER SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT'TO THE PRODUCTS OR DEFECTS IN THE TAPE, DISKETTE OR OTHER TANGIBLE MEDIA AND DOCUMENTATION, OPERATION OF THE PRODUCTS, AND ANY PARTICULAR APPLICATION OR USE OF THE PRODUCTS.

6.       LIMITATION OF LIABILITY.          -----------------------





     IN NO EVENT SHALL DEVELOPER BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS. DEVELOPER'S MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE LESSER OF: THE AMOUNT PAID UNDER THIS AGREEMENT BY DISTRIBUTOR TO DEVELOPER WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE GIVING RISE TO THE CLAIM; OR FIVE HUNDRED THOUSAND DOLLARS ($5OO,000).

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7.  DISTRIBUTOR OBLIGATIONS.     -----------------------

     7.1    Marketing Efforts.                -----------------

     Distributor agrees to use its best efforts to promote the sale of the Products in the Territory. Distributor agrees to permit Developer to review all of Distributor's promotion and advertising material for the Products prior to use. Distributor shall not use and shall withdraw and retract any promotion or advertising that Developer finds unsuitable, or is in breach of the terms of this Agreement.

     7.2   Prohibited Practices.                --------------------               Distributor may not make any contracts or commitments on behalf of Developer nor make any warranties or other representations regarding the Products other than those authorized herein or by Developer in a separate writing.

     7.3   Export Notice.               -------------

     Distributor agrees to provide Developer with reasonable advance notice of each country- to which it intends to export the Products. Prior to exporting to a foreign country for the first time, Distributor shall provide Developer with a reasonable opportunity to file such proprietary rights notices, applications, and other documents as Developer determines to be reasonably necessary to protect in such country the proprietary rights associated with the Products. Distributor agrees at Developer's expense to cooperate with Developer in the protection of such proprietary rights in each country to which it exports the Products.

     7.4  Compliance with Laws.              --------------------              Distributor agrees to comply with all applicable laws and  regulations, both foreign and domestic, in its performance under this Agreement, including, but not limited to, domestic and foreign export/import laws and regulations.

8.  TERMS AND TERMINATION.     ---------------------

     8.1  Term.              ----

     This Agreement shall have an initial term of one (1) year from the date first above written (the Initial Term), and shall thereafter automatically renew for successive two (2) year periods (each a Renewal Term), unless earlier terminated in accordance with the terms of this Agreement. Developer may cancel this Agreement if the total gross annual software revenue does not meet DeVeloper's revenue forecast for the Distributor, such cancellation to be eftected by written notice delivered to Distributor not later than 30 days after any Developer's Fiscal Year end (June 30). Either party may cancel this Agreement effective on the last day of the Initial Term, or

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any Renewal Term, by serving written notice of such termination on the other party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term as the case may be.

     8.2   Developer Termination.               ---------------------

     This Agreement may be terminated immediately by Developer under any of the following conditions:

     (a)   if one of the parties shall be declared insolvent or bankrupt;

     (b)   if a petition is filed in any court to declare one of the parties bankrupt or for a reorganization under the Bankruptcy Code or any similar statute and such petition is not dismissed in ninety (90) days or if a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties;

     (c)   if Distributor does not pay Developer within thirty (30) days from the date that any payments are due hereunder;





     (d)   if Distributor breaches the provisions of Sections 4.1 or 4.2 of this Agreement; or

     (e)   if Distributor otherwise materially breaches the terms of this Agreement, and such breach is not cured within thirty (30) days after written notice of such breach is given by Developer.

     8.3   Duties Upon Termination.               -----------------------

     (a)    Provided termination is not a result of a material breach of Sections 4.1 or 4.2, the parties agree to continue their cooperation in order to effect an orderly termination of their relationship. Distributor may continue running the Products solely for purposes of providing maintenance to End-Users granted licenses pursuant to an End-User License Agreement prior to termination. Upon termination, Distributor shall have no fight to order or receive any additional copies of the Products and all of Distributor's rights and licenses granted hereunder shall immediately cease. Within thirty (30) days of termination, Distributor shall return all copies of any promotional materials, marketing literature, written information and reports pertaining to the Products that have been supplied by Developer.

     (b)    Upon termination of this Agreement for any reason, Distributor shall forthwith return all Products, documentation and materials relating thereto to Developer. Termination of this Agreement shall not relieve Distributor of any financial obligations to Developer which remain unsettled at the date of termination, nor of the terms relating to proprietary rights, trade secrets, or non compete restrictions; provided, further, that if this Agreement is terminated for any reason, Developer shall have the option, but not the obligation to

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assume at no cost to Developer, any or all of Distributor's third party agreements (including End-User Agreements) relating to the Products and to receive any and all fees therefrom.

     8.4  Survival              --------

     The provisions of Sections 4, 5 and 9 shall survive the termination of this Agreement.

9.   INDEMNIFICATION.      ---------------

     9.1    Copyright Indemnification.                -------------------------

     Developer shall indemnify, defend and hold Distributor harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, directly resulting from any infringement or violation of any copyright with respect to the Product(s), as so awarded by a final judgment against Distributor by a court of competent jurisdiction that the Product(s) infringe any third party's copyright, Developer shall, in its sole discretion:

     (a)   procure for Distributor the right to continue to use, distribute and sell the Product(s) at no additional expense to Distributor;

     (b)   provide Distributor with a non-infringing version of the Product(s) with substantially similar functionality; or

     (c)   notify Distributor that the Product(s) are being withdrawn from the market and Distributor agrees to immediately cease its distribution of such Product(s). If all Products are withdrawn from the market, this Agreement will immediately terminate.

     9.2   Cooperation by Distributor.               --------------------------

     Notwithstanding Section 9.1 of this Agreement, Developer is under no obligation to indemnify and hold Distributor harmless unless:

     (a)    Developer shall have been promptly notified of the suit, action, proceeding or claim by Distributor and furnished by Distributor with a copy of each communication, notice or other action relating to said suit, action, proceeding or claim;

     (b)    Developer shall have the right to assume sole authority to conduct the trial or settlement of such suit, action, proceeding or claim or any negotiations related thereto at Developer's expense; and

     (c)    Distributor shall provide reasonable information and assistance requested by Developer in connection with such claim or suit.

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     9.3    Distributor Indemnification.                ---------------------------

     Distributor shall indemnify, defend and hold Developer harmless from





any claims, demands, liability or expenses, including reasonable attorneys' fees, incurred by Developer as a result of any claim or proceeding against Developer arising out of or based upon (i) the combination, operation or use of the Products with any hardware, products, programs or data not supplied or approved in writing by Developer, if such infringement would have been avoided but for such combination, operation or use (ii) modification of the Products by Distributor or End- Users(iii) any breach of this Agreement by the Distributor or (iv) any breach by the Distributor of any End User or other agreement to which Developer or Distributor is a party.

10.   GENERAL.       -------

     10.1  Force Majeure.               -------------                        Neither party shall be liable or deemed to be in default for any delay or failure in performance (other than the payment of money) under this Agreement or interruption of service resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of such party.

     10.2  Jurisdiction and Venue.               ----------------------

     This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, U.S.A. without regard to its conflict of taws provision. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach thereof shall be only in the Federal or the State court with competent jurisdiction located in Stamford, Connecticut.

     10.3  Entire Agreement.               ----------------

     This Agreement, including the Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be modified except by a writing signed by a duly authorized representative of each of the parties.

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     10.4   Independent Contractors.                -----------------------

     It is expressly agreed that Developer and Distributor are acting hereunder as independent contractors and under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other except to the extent and for the purposes provided for herein.

     10.5   Assignment.                ----------

     This Agreement is not assignable by either party hereto without the prior written consent of the other, except that this Agreement shall be assignable by Developer to an affiliated entity or upon the sale of the fight to license and sublicense the Products to the purchaser of said right. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

     10.6   Severability and Waiver.                -----------------------

     If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. No waiver by any party of any breach of any provisions hereof shall constitute a waiver unless made in writing signed by the party.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement by a duly authorized representative as of the date set forth above.

     DISTRIBUTOR:                            DEVELOPER:         -----------                             ---------         DELTEQ SYSTEMS PTE LTD                  IMRS OPERATIONS INC. d/b/a                                                 IMRS INC.

     By:   /s/ S.C. CHEN                     By: /s/ DAVID M. SAMPLE               --------------------                  -----------------------

     Name: S.C. Chen                         Name: David M. Sample                                                       ---------------------

     Title: Managing Director                Title: Senior Vice President

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Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
For ninety (90) days after delivery of a Product to Distributor, Developer warrants that media upon which the Products are delivered shall be of good quality and workmanship.