Authorized Dealer Agreement

THIS AUTHORIZED DEALER AGREEMENT ("Agreement") is entered into by
and between Bavisoft and the dealer identified above ("Dealer"). Intending to be
legally bound, the parties agree to all of the terms and conditions set forth in
this Agreement. If printed out, please initial each page before mailing it to us
for approval. Thank you.

I. APPOINTMENT.
Bavisoft hereby appoints Dealer as a nonexclusive dealer for the most current
version of each Bavisoft software product then currently marketed by Bavisoft
(the "Software"). Dealer hereby accepts such appointment. Dealer shall have the
right to obtain compiled code copies of the Software products, together with the
documentation for such products (collectively "Software Copies" or "Software
Copy"), from Bavisoft and to market and resell such Software Copies within the
Territory to third parties ("End-Users") that intend to use Software solely for
their own internal needs within the Territory. Bavisoft retains full rights (i)
to appoint other dealers and resellers in the Territory, and (ii) to directly
resell and license the Software in the Territory. Dealer acknowledges and agrees
that rentals, leases, time-sharing, "silver master" (customer's ability to
reproduce software) sales, and site license sales of Software shall be permitted
only with the express prior written consent of Bavisoft. All references in this
Agreement to the "sale", "selling" or "purchase" of Software or Software Copies
shall mean the granting or purchase of a license to use such Software or Software
Copies.

II. TERMS OF PURCHASE OF SOFTWARE COPIES BY DEALER
2.1 Prices. The price to Dealer for each of the Software Copies (the "Per Copy
Fee") shall be Bavisoft 's then-current standard U.S. domestic distributor price
for such Software Copies as listed in Appendix A. The difference between Dealer's
Per Copy Fee and Dealer's price to its customers shall be Dealer's sole
remuneration for resale of the Software Copies. Bavisoft has the right at any time
to revise its list prices or any additional discount programs without prior notice to
Dealer. Such revisions shall apply to all orders received after the effective date of
revision. Price increases shall not affect unfilled orders accepted by Bavisoft prior
to the effective date of the price increase. Price decreases shall apply to pending
orders accepted by Bavisoft prior to the effective date of the decrease. Bavisoft
suggested retail prices are optional. Dealer may adopt any pricing structure it
wishes.

2.2 Taxes. Amounts payable to Bavisoft under this Agreement are payable in full
to Bavisoft without deduction and are net of any sales, use, excise, ad valorem,
property, withholding, value added or other taxes or duties imposed by any
governmental authority (except taxes based on Bavisoft 's net income). Dealer
shall pay all such amounts payable with respect to the sale and purchase of
Software Copies under this Agreement. When Bavisoft has the legal obligation
(independent of this Agreement) to collect such taxes, Bavisoft shall invoice
Dealer and Dealer shall pay the appropriate amount to Bavisoft unless Dealer
provides Bavisoft with a valid tax exemption certificate authorized by the
appropriate taxing authority.

2.3 Shipping. Software Copies delivered under this Agreement shall be sent to
Dealer’s F.O.B. address. Risk of loss shall pass to Dealer or its carrier agent at the
F.O.B. Point. Unless Dealer instructs otherwise in writing, Bavisoft shall select the
carrier. Dealer agrees to bear all custom duties, tariffs, freight, insurance and other
shipping expenses, as well as any special packing expenses.

2.4 Terms and Conditions. Unless otherwise agreed in writing, Bavisoft shall
determine applicable shipping instructions. Bavisoft may accept or reject any order
in whole or part, in its discretion. No terms on purchase orders, invoices or like
documents by Dealer shall serve to alter or add to the terms of this Agreement.

2.5 Dealer Copies. Dealer shall have the right to order a reasonable number of
Software Copies, marked not for resale, to be used solely for demonstration
purposes by Dealer provided Dealer shall pay to Bavisoft the then-current charges
for any such Software Copies (including shipping charges) set forth in Bavisoft's
then-current U.S. Dealer Price list. The right to use such Software Copies will be
governed by the terms of this Agreement and Bavisoft 's then-current End-User
agreement. The foregoing shall not apply to Software copies purchase by Dealer for
Dealer's own internal personal use.

III. LIMITED WARRANTY, NONINFRINGEMENT.

3.1 Limited Warranty. Bavisoft warrants to Dealer that, for a period of thirty (30)
days after the date of delivery to Dealer of a Software Copy, the media on which
the Software is furnished under normal use will be free from defects in materials
and workmanship. The above warranty does not apply to any Software Copy that has
been modified or altered by any party other than Bavisoft, or produced by Dealer,
or for any defects caused by any use of the Software Copy in a manner for which it
was not designed, or by the negligence of any party other than Bavisoft. Bavisoft
does not warrant that use of the Software will be uninterrupted or error free.

BAVISOFT'S SOLE LIABILITY WITH RESPECT TO THE EXPRESS WARRANTY
SET FORTH IN SECTION 3.1 SHALL BE FOR BAVISOFT, AT ITS OPTION, TO
CORRECT THE SOFTWARE COPY, REPLACE THE SOFTWARE COPY, OR
REFUND THE AMOUNT PAID FOR SUCH SOFTWARE COPY. DEALER SHALL
NOT MAKE OR PASS ON TO ANY PARTY ANY WARRANTY OR
REPRESENTATION ON BEHALF OF BAVISOFT OTHER THAN OR
INCONSISTENT WITH THE ABOVE LIMITED WARRANTY. EXCEPT FOR
THE EXPRESS WARRANTY SET FORTH ABOVE, BAVISOFT GRANTS NO
OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE,
REGARDING THE SOFTWARE OR THE SOFTWARE COPIES, AND
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IV. Records and Audit Rights. Dealer agrees to keep, and to maintain until three
(3) years after the last payment under this Agreement is due and paid, complete
books, records and accounts with respect to Dealer's resale of and payment for
Software Copies hereunder. Bavisoft shall have the right, not exercisable more
than twice every twelve (12) months, at its expense to audit such books and records
for purposes of verification of the sales and inventory information with respect to
the Software Copies. Any such audit shall be conducted by Bavisoft or its
representatives during normal business hours. Dealer shall cooperate fully with
Bavisoft or its representatives in any such audit. Any underpayment shall be payable
immediately together with a service charge of one and one-half percent (1.5%) per
month, or the maximum permitted by law, whichever is less, calculated from the date
when such payment should have been made. If any underpayment exceeds ten percent
(10%), Dealer shall, in addition to immediate payment of the underpayment plus the
service charge referred to above, pay Bavisoft 's audit costs and shall permit
Bavisoft to conduct quarterly audits until Bavisoft is satisfied that Dealer's
records and accounts are in order.

V. ADDITIONAL OBLIGATIONS OF DEALER

5.1 Marketing Activities. Dealer shall use its best efforts to promote vigorously the
marketing and resale of the Software to realize the maximum sales potential for the
Software Copies in the Territory. Dealer may purchase from Bavisoft marketing
materials at prices listed on Bavisoft 's then-current U.S. Dealer price list. If
Dealer wishes to create its own marketing materials, Dealer shall, prior to its use
of such materials, submit such materials to Bavisoft for Bavisoft 's approval, which
shall not be unreasonably withheld. Bavisoft will review such materials promptly.
Dealer warrants that all documentation and verbal descriptions related to Software
Copies made by or for Dealer shall be accurate and made in a professional manner.
Dealer shall not modify the written warranty furnished by Bavisoft relating to the
Software Copy. If Bavisoft so elects, Dealer agrees to sell to Bavisoft all rights
to the marketing materials, designs or publicity developed by or for Dealer at a price
equal to Dealer's actual cost. Except as otherwise set forth herein, Dealer shall be
solely responsible for all costs and expenses related to advertising, marketing,
promoting and reselling the Software in the Territory.

5.2 Competitive Products. In consideration for its appointment, Dealer agrees to
provide Bavisoft with prior written notice if Dealer intends to market and resell
within the Territory any software products from other vendors (including Dealer)
which, in Bavisoft 's opinion, compete with Bavisoft software products or which
perform similar functions. Upon receipt of such notice, Bavisoft may terminate this
Agreement. Dealer shall not advertise, or otherwise promote or commercialize outside
the Territory the fact that Dealer is a licensed dealer of the Software, except that
the Dealer may advertise on the internet.

5.3 End-User License. Prior to providing any End-User with a Software Copy, Dealer
shall insure that all Software Copies sold or licensed to End-Users contain the terms
and conditions set forth in Bavisoft 's then-current End-User agreement, or such
other terms and conditions as Bavisoft and Dealer may agree as appropriate for resale
of the Software Copies in the Territory. Dealer must deliver to End-User the original
Software Copies, Documentation and packaging prior to completed installation of the
Software.

5.4 Administration and Support. Bavisoft reserves the right to require Dealer to
maintain and monitor electronic mail between Dealer and Bavisoft. Dealer may elect
to have Bavisoft support its End-Users or may elect to offer its own support to
End-Users in accordance with then current Bavisoft Software support policies as
published from time to time. Whether or not Dealer elects to offer Software support
to End-Users, Dealer shall inform all End-Users of the availability of support
directly from Bavisoft and permit End-Users to elect to obtain Software support
directly from Bavisoft. Dealer agrees to maintain a place of business in the
Territory and to respond promptly to all inquiries addressed to Dealer from
customers within the Territory.

VI. TERM AND TERMINATION

6.1 Term. This term of this Agreement shall commence on the date of its final
execution by an authorized officer of Bavisoft and shall continue in force for
one (1) year (the "Fixed Term") unless terminated earlier under this Section 7.
If both Bavisoft and Dealer do not renew this Agreement in writing within sixty (60)
days before the end of the Fixed Term, this Agreement shall not be renewed and shall
automatically terminate at the end of the Fixed Term and be of no further force or
effect. The parties agree that, notwithstanding the number of times this Agreement
may be renewed, it is not the intention that it be construed as a contract of
indefinite duration.

6.2 Termination for Cause.
a. If either party defaults in the performance of any provision of this Agreement
then the non-defaulting party may terminate this Agreement without prior notice.
Without limitation, Dealer's failure to provide proper support to an End-User
shall be cause for termination.
b. This Agreement shall terminate, without notice, (i) upon the institution by
or against Dealer of insolvency, receivership or bankruptcy proceedings or any
other proceedings for the settlement of Dealer's debts, (ii) upon Dealer's making an
assignment for the benefit of creditors, (iii) upon Dealer's dissolution, or (iv)
upon the sale, transfer, hypothecation or other disposition of fifty percent (50%)
or more of the stock or ownership of Dealer.

6.3 Termination for Convenience. Either Bavisoft or Dealer may terminate this
Agreement at any time, with or without cause, upon thirty (30) days prior written
notice to the other party.

6.4 Effect of Termination.
a. Upon termination of this Agreement for any reason, Bavisoft shall not be
liable to Dealer for, and Dealer hereby expressly waives all rights to compensation,
indemnities or damages of any kind, whether on account of the loss by Dealer of
present or prospective profits, commissions, anticipated orders, expenditures,
investments or commitments made in connection with this Agreement, goodwill
created, or on account of any other reason. Upon termination of this Agreement
for any reason, Dealer shall deliver to Bavisoft, within ten (10) days, the name
and address of each Software customer of Dealer.
b. Upon termination of this Agreement for any reason whatsoever, Dealer shall
immediately pay Bavisoft all amounts owed to Bavisoft. Late payment fees shall
apply from the effective date of termination. In addition, Bavisoft shall have the
right to purchase, at its sole election, and Dealer shall deliver C.O.D. within 10 days
of the date when notice of such election is sent, any or all Software Copies then in
Dealer's inventory at cost paid by Dealer less Bavisoft 's applicable restocking fee
and less any credits in Bavisoft 's favor.
c. If, under any applicable law, dealers are entitled to any compensation upon
termination for cause or the expiration of a fixed term of their dealer agreements,
this Agreement shall be deemed a contract for a duration of not more than one year,
and shall expire upon the expiration of such one year after the initial effective date of
this Agreement. To the extent any such compensation is deemed earned as a matter of law,
the parties shall retroactively readjust all prices so that the prices charged to the
Dealer shall be increased by the amount necessary to give such compensation to the
Dealer as part of the overall pricing and compensation arrangements between the
parties, and no additional payments shall be due Dealer from Bavisoft.

6.5 Survival of Certain Terms. The provisions of Sections 2.2, 3, 4, 7, 8, 9.2, 9.3, 9.4,
9.11 and 9.12 shall survive the termination of this Agreement for any reason. All
other rights and obligations of the parties shall cease upon termination of this
Agreement.

VII. LIMITED LIABILITY.
EXCEPT AS SET FORTH IN SECTION 3.2, BAVISOFT'S TOTAL LIABILITY
UNDER ANY CAUSE OF ACTION ARISING UNDER THIS AGREEMENT SHALL
NOT EXCEED THE AMOUNTS RECEIVED BY BAVISOFT FROM DEALER
UNDER THIS AGREEMENT IN THE TRANSACTION GIVING RISE TO
THE LIABILITY. IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER OR TO ANY OTHER THIRD PARTY, FOR ANY LOST
PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES RESULTING FROM THE USE OF THE LICENSED PRODUCTS, OR
THE FAILURE OF THE LICENSED PRODUCTS TO PERFORM, OR FOR ANY
OTHER REASON, OR ARISING UNDER ANY CAUSE OF ACTION; PROVIDED,
HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO ANY BREACH OF
THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 8.2 OR TO
DEALER'S EXCEEDING ITS AUTHORITY GRANTED HEREIN. IT IS
ACKNOWLEDGED BY THE PARTIES THAT NOTHING IN THIS SECTION 7
SHALL LIMIT DEALER'S OBLIGATION TO PAY AMOUNTS ALREADY DUE
AND OWING TO BAVISOFT.

VIII. PROPRIETARY RIGHTS AND CONFIDENTIALITY

8.1 Proprietary Rights. Dealer agrees that Bavisoft owns all right, title, and interest
in and to all patents, trademarks, trade names, inventions, copyrights, know-how and
trade secrets ("Proprietary Rights") relating to the design, manufacture, operation,
documentation or service of the Software, the Software Copies and all translations
thereof. The use by Dealer of any of these Proprietary Rights is authorized only for
the purposes herein set forth, and upon termination of this Agreement for any reason
such authorization shall cease. Dealer agrees to assign (or cause to be assigned) and
hereby does assign fully to Bavisoft all worldwide right, title and interest to all
derivatives and modifications of the Software conceived, made or discovered by
Dealer, solely or in collaboration with others, and to execute all documentation
reasonably necessary to effect assignment of, any and all such intellectual property
rights to Bavisoft.

8.2 Confidentiality. Each party hereto acknowledges that by reason of its relationship
to the other hereunder it will have access to certain information and materials
concerning the other party's business, plans, customers, technology and products that
are confidential and of substantial value to such party, which value would be impaired
if such information were disclosed to third parties. Without limiting the foregoing,
each party agrees that it will not use in any way for its own account or the account
of any third party, nor disclose to any third party, any information received by it
which is marked confidential or which is disclosed orally and confirmed in writing to
be of a confidential nature within thirty (30) days after disclosure by the other
party ("Confidential Information"). Each party shall protect the confidential nature
of such Confidential Information with at least the level of care it takes to protect
its own confidential information of similar value, but in no event with less than
reasonable care. The parties agree that the Software contains Confidential
Information belonging to Bavisoft. Dealer shall not publish any technical
description of the Software other than the description published by Bavisoft.

8.3 Trademarks and Trade Names. During the term of this Agreement Dealer shall
have the right to indicate to the public that it is an authorized dealer of Bavisoft's
Software and to advertise (within the Territory) such Software under the trademarks
and trade names that Bavisoft may adopt from time to time ("Trademarks"), provided
that all representations of the Trademarks that Dealer intends to use shall first be
submitted to Bavisoft for approval (which shall not be unreasonably withheld).
Nothing herein shall grant to Dealer any right, title or interest in or to the
Trademarks. Upon termination of this Agreement, Dealer shall cease to use all
Trademarks.

8.4 Proprietary Notices and Related Matters. Dealer shall not (and shall require that
its End-Users do not) remove, alter, cover or obfuscate any Proprietary Rights
notices placed or embedded by Bavisoft on or in any Software Copies. Dealer shall
not, and shall not authorize any third party to, modify, alter, reverse engineer,
disassemble or decompile the Software.

8.5 Notification of Unauthorized Use. Dealer shall promptly notify Bavisoft in
writing upon its discovery of any unauthorized use or infringement of the Software,
the Proprietary Rights or the Trademarks. Bavisoft shall have the sole and exclusive
right to bring infringement actions or proceedings against third parties, and, in the
event that Bavisoft brings such an action or proceeding, Dealer shall cooperate and
provide full information and assistance to Bavisoft and its counsel in connection
with any such action or proceeding.

8.6 Return of Materials. All designs, drawings, formulas or other data, photographs,
samples, literature, and sales aids of every kind relating to Software shall remain
Bavisoft property. Within thirty (30) days after the termination of this Agreement,
Dealer shall ship such items to Bavisoft as Bavisoft may direct, at Bavisoft's
expense. Dealer shall not make or retain any copies of any Confidential Information
which may have been entrusted to it.

8.7 Injunctive Relief. The parties agree that any violation by Dealer of any of the
proprietary rights or confidentiality restrictions set forth in this Section 8 could
cause Bavisoft irreparable harm without adequate remedy at law. Bavisoft shall be
entitled to seek injunctive relief against any such violation or intended violation
by Dealer.

IX. GENERAL PROVISIONS

9.1 Independent Contractors. Bavisoft and Dealer are independent contractors.
Nothing contained in this Agreement shall be construed to (i) give either party
the power to direct and control the day-to-day activities of the other, (ii)
constitute the parties as agents, partners, joint venturers, co-owners or otherwise as
participants in a joint or common undertaking, or (iii) allow Dealer to create or
assume any obligation on behalf of Bavisoft for any purpose whatsoever.

9.2 Indemnity. Dealer shall be solely responsible for, and shall indemnify and hold
Bavisoft free and harmless from, any and all claims, damages or lawsuits (including
attorneys' fees) arising out of the acts or omissions of Dealer or its employees or
agents and from any claims or liabilities arising out of or connected to any breach
by Dealer of its obligations under this Agreement, including, without limitation, any
penalties, interest, attorneys' fees and disbursements incurred by Bavisoft or any
person relying upon Dealer's obligations under this Agreement.

9.3 Governing Law. The rights and obligations of the parties under this Agreement
shall be governed by and construed under the law of the State of New York, without
reference to conflict of laws principles.

9.4 Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the parties relating to the subject matter hereof and merges
all prior discussions between them. No modification of or amendment to this
Agreement shall be effective unless in writing signed by the party to be charged.
Notwithstanding anything to the contrary, Bavisoft may modify the terms, upon 30
days prior notice, such as in a Dealers' Monthly newsletter, fax, electronic mail
or other notice.

9.5 Notices. Except as set forth in Section 9.4, any notice required or permitted by
this Agreement shall be in writing and shall be sent by prepaid registered or
certified mall, return receipt requested, addressed to the other party at the address
shown at the beginning of this Agreement or at such other address for which such
party gives notice hereunder. Such notice shall be deemed to have been given five
(5) days after deposit in the mail, except that notice of change of address shall be
effective only upon receipt.

9.6 Force Majeure. Nonperformance of either party (except for payment obligations)
shall be excused to the extent that performance is rendered impossible by strike,
fire, flood, act of God, governmental acts, failure of suppliers or any other
reason beyond the reasonable control of the nonperforming party.

9.7 No Waiver. The failure of either party to enforce at any time any of the
provisions of this Agreement, or the failure to require at any time performance by
the other party of any of the provisions of this Agreement, will in no way be
construed to be a present or future waiver of such provisions, nor in any way
affect the validity of such provision, or the ability of either party to enforce
each and every such provision thereafter.

9.8 Nonassignability and Binding Effect. Dealer agrees that its rights and obligations
under this Agreement may not be transferred or assigned directly or indirectly without
without the prior written consent of Bavisoft. Subject to the foregoing sentence,
this Agreement shall be binding upon and inure to the benefit of the parties hereto,
their successors and assigns.

9.9 Compliance With Laws. Dealer shall comply with all laws and regulations
applicable to Dealer with respect to (i) the Software Copies, and (ii) the conduct
of business generally. Non-compliance by Dealer or its employees or agents with this
Section 10.10 shall be deemed to constitute a material default under this Agreement,
justifying termination for default under Section 6.2.

9.10 Severability. If any provision of this Agreement becomes or is declared by
an arbitrator or court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said provision.
The parties agree to negotiate in good faith and be bound by a substitute, valid and
enforceable provision that most nearly effects the parties' intent.

9.11 Payment. Bavisoft shall submit an invoice to Dealer upon each shipment of
Software Copies ordered by Dealer. The invoice shall cover Dealer's Per Copy Fees
for the Software Copies in a given shipment plus any freight, taxes and other
applicable costs initially paid by Bavisoft but to be borne by Dealer. The full invoiced
amount shall be paid by Dealer at or prior to delivery of all Products. Dealer shall pay
for initial order(s) prior to delivery until such time Bavisoft, in its sole discretion,
approves credit terms. Credit terms, when approved by Bavisoft in writing, require
payment within twenty (20) days of the date of invoice plus a late payment fee of
1.5% per month, or lesser amount required by law, on amounts not paid within such
twenty (20) days. Dealershall pay all of Bavisoft 's costs and expenses (including
reasonable attorneys' fees) to enforce and preserve Bavisoft 's collection rights
under this Agreement.

9.12 Returns. Dealer shall inspect all merchandise promptly upon receipt thereof
and may reject any item that contains any significant reproducible defects which
render such merchandise unusable. To reject merchandise, Dealer shall (i) within ten
(10) days of receipt of such merchandise return such rejected merchandise to
Bavisoft, freight prepaid and properly insured. If Bavisoft determines that the
returned merchandise was properly rejected by Dealer, Dealer shall not be required
to remit payment therefor until Bavisoft ships a replacement merchandise to Dealer.
Dealer shall pay for such replacement merchandise in accordance with Section 9.12
above. No returns are allowed except for unopened products returned within twenty
(20) days of delivery. All returns are subject to Bavisoft 's then applicable
standard restocking fee as well Bavisoft 's original shipping and handling fees and
must be pre-authorized and accompanied a Bavisoft return merchandise authorization
number. Dealer will prepay all return shipping and handling.

Features and prices are subject to change without notice.