SCREENBEAM, INC.

AUTHORIZED RESELLER AGREEMENT

ScreenBeam, Inc. (“Company”) understands that the applicant (or “Reseller”) has entered into, or intends to enter into, an agreement with an authorized Screenbeam distributor (“Distributor”) pursuant to which Distributor will supply certain Company products, as may be designated from time to time by Company, (the “Products”) to Reseller for resale. This agreement supplements any agreement that Reseller may have with Distributor.  The relationship contemplated by this Authorized Reseller Agreement (the “Agreement”) authorizes Reseller to resell Products through physical retail outlets and its own website. Company’s initial and continued consent to the relationship contemplated by this Agreement is expressly conditioned on the acceptance of said Agreement. To the extent the provisions of the Agreement contradict or alter the provisions of any agreement that Reseller may have with Distributor, the provisions of the Agreement shall govern the relationship between Company and Reseller.

1. Marketing, Sales and Reporting

(a) Marketing and Sale of Products:

(i)              Reseller shall use its best efforts to promote sales of the Products. Reseller shall sell Products obtained only from the Distributor authorized by Company to supply such Products to Reseller for Reseller’s resale to its customers. Reseller shall not during the term of this Agreement contact Company’s suppliers, or any third party, for the purpose of manufacturing or obtaining any product similar to the Products.

(ii)            Reseller shall provide customer service and support for Products.  All costs associated with provide said customer service are assumed by Reseller.  Reseller agrees to maintain a support staff to satisfy this requirement.

(iii)           Reseller agrees to attend Company’s product Sales and Technical Training Sessions whenever a new product line is launched.  Company reserves the right to withhold new Products from Reseller if it is determined that Reseller has not been properly trained to sell and support Products.

(iv)           Reseller shall advertise the Product for a price that is within Screenbeam’s Minimum/Maximum Advertised Price Policy (the “MAP Policy”) established by Company unilaterally from time to time. The MAP Policy is subject to amendment or modification at any time by Company unilaterally and in its sole discretion.  A copy of the MAP Policy is attached hereto.

(v)            RESELLER SHALL NOT PROMOTE, MARKET, ADVERTISE, OFFER TO SELL OR SELL ANY PRODUCT ON OR THROUGH ANY ONLINE MARKETPLACE OR AUCTION SERVICE (E.G., AMAZON, EBAY, WALMART, NEWEGG OR LIKE WEBSITES). RESELLER MAY SELL PRODUCT ON ITS WEBSITE.

(vi)           Reseller shall observe all directions and instructions given to it by Company in relation to the promotion and advertisement of the Products. Reseller shall not make any written statement as to the quality or manufacture of the Products or make any promises or guarantees with reference to the Products other than those expressly set forth in promotional material supplied by Company. Reseller shall have no right, power or authority in any way to bind Company to any contract or obligation, express or implied.

(vii)          Reseller understands that Company intends to hold Reseller liable for all legal liability Reseller may owe to Company for damages caused to Company due to product diversion resulting from the sale of the Products outside of Reseller’s brick and mortar location or its own website. It is Company’s policy that no Products shall be sold by any Reseller to any person or entity that may resell the Product, whether by retail, mail, Internet, swap meet, flea market, or other commercial means or in violation of U.S. laws, rules or regulations, including the U.S. Export Administration Regulations (the “Anti-Diversion Policy”). Reseller shall not sell any Products to any person or entity that Reseller has reason to believe has the intention of reselling the Products, exporting them, or otherwise acting in violation of the Anti-Diversion Policy. Reseller shall institute reasonable and appropriate procedures and security measures, which Company may periodically review, to prevent diversion of Products and fulfill its obligations set forth in this Section 1(a)(v). Reseller shall make reasonable efforts to identify violations or potential violations of the Anti-Diversion Policy. Reseller shall make reasonable efforts to educate the customers to which it sells the Products regarding the Anti-Diversion Policy. Reseller agrees to ensure that customers to whom it sells Products do not directly or indirectly advertise or solicit sales or sell the Products via mail or on the Internet. Reseller agrees to compensate Company for reasonable damages for any violation of this Section 1(a)(v), and also to reimburse Company for the repurchase of Products by Company from any other entity to which or through which Reseller or its customers have diverted the Product in violation of the Anti-Diversion policy.

(viii)         In connection with Reseller’s activities under this Agreement, Reseller shall comply with: (1) all applicable laws, rules, and regulations; and (2) appropriate ethical standards.

(b)   Co-Op Program:  From time to time, Company may make available a Co-Op advertising program to encourage advertisement of Company Products.  In order to qualify for a proposed rebate, all claims will be based upon Net Sales.  For the purpose of Company’s Co-Op program, Net Sales is defined as the Gross Invoice Value on the Taxable Invoice, less, but not limited to, the following deductibles based on a given approved retail program:  (i) defective allowance, if applicable; (ii) defective returns; (iii) MDF, if applicable; and (iv) terms.  Co-Op claims are to be submitted quarterly supported by point of sale documentation document for that period.  Properly submitted Co-Op claims shall receive all applicable credits within 30 days of the receipt of the claim.

(c)  Reports: Upon Company's request, Reseller shall submit to Company a written report detailing (i) purchase of Products by Reseller from the Distributor in the prior calendar month, (ii) sales of Products to Reseller’s customers in the prior calendar month, (iii) service stock and outstanding customer orders as of the end of the prior calendar month, and (iv) any other information Company may reasonably require from time to time. Such reports shall be considered Confidential Information of Reseller and otherwise protected under Section 2(c) of this Agreement.

(d) Indemnity: Reseller agrees, at its own cost, to indemnify, defend and hold harmless Company, its affiliates, and any and all other entities in the Screenbeam group of companies, and their respective officers, directors, employees and agents from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses, including without limitation fines, penalties, legal and other professional fees and expenses, arising out of or resulting from acts or omissions or deemed acts or omissions of Reseller, including without limitation the sale of Product to Reseller’s customers.

2. Proprietary Rights

(a) Brand Guidelines: Reseller shall abide by Company’s brand guidelines (the “Brand Guidelines”) as provided by Company to Reseller from time to time.  Without limiting the generality of the foregoing, Reseller agrees that:

(i)        Only photos provided by Company (“Product Photos”) may be used to display the Products. Product Photos must retain natural proportions. Reseller shall not edit the Product Photos in any way, other than sizing.

(ii)        Reseller shall ensure that any data, Product Photos and Product descriptions displayed by the Reseller: (1) are the most-current versions of such provided by Company or the Distributor; (2) comply with the Brand Guidelines and 3) comply with Company’s MAP Policy.

(iii)        Whenever referring to the Products, Reseller must use the full proper Product name as described in the Brand Guidelines.

(b) Use of Marks: During the term of the Agreement only, Company grants Reseller a non-exclusive, non-transferable, non-sublicensable license to use Company’s logos, trademarks, and trade names, including any special “Authorized Reseller” logo that Company may develop (the “Marks”): (i) in connection with promotional materials provided by Company and (ii) on the Products, but only as set forth on the Products at the time of delivery to Reseller. Reseller agrees to cooperate with Company in monitoring Reseller’s use of the Marks and agrees to supply Company with specimens of, and access to, its uses of the Marks upon request. Reseller shall use each Mark in accordance with the Brand Guidelines and in such manner that it creates a separate and distinct impression from any other logo, trademark, trade name or service mark. Reseller agrees that in its conduct of its business in connection with the Marks it shall do nothing to bring disrepute to or damage the goodwill symbolized by such Marks. Reseller agrees that any goodwill arising from its use of the Marks shall inure to the benefit of and be on behalf of Company.

(c) Confidentiality: Company and Reseller each agree and undertake that during the term of this Agreement and thereafter it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other disclose to any third party, any information of a confidential nature (including, without limitation, the terms and conditions of the Agreement, and any information relating to the other party's products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, wholesale pricing information, and other information of commercial value) which may become known to a party from the other party (“Confidential Information”), unless the information (1) is public knowledge or already known to that party at the time of disclosure or (2) subsequently becomes public knowledge other than by breach of this Agreement or (3) subsequently comes lawfully into the possession of that party from a third party. To the extent necessary to implement the provisions of the Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that before any such disclosure each Party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them.

3. Duration of Agreement

(a)  Term: This Agreement shall be effective as of the date Reseller receives approval to participate in the Authorized Reseller Program and shall continue indefinitely until terminated pursuant to the Agreement hereof. The Agreement will automatically terminate upon the termination of the Authorized Distributor Agreement.

(b)  Termination for Convenience: Either party may terminate the Agreement without cause upon    thirty (30) days’ prior written notice to the other party.

(c)  Termination for Breach: Company may at any time terminate this Agreement with immediate effect, without notice to Reseller, if Reseller materially breaches any of the term and conditions of this Agreement. Either party may terminate this Agreement if the other party materially breaches any of its terms or conditions and fails to cure such breach within ten (10) days following receipt of written notice thereof.

(d)  Effect of Termination: Upon termination or expiration of this Agreement, Company, at its option, may repurchase any or all Products then in Reseller’s possession at prices not greater than the prices paid by Reseller for such Products, provided, however that any such repurchase of Products by Company shall be contingent on Reseller’s shipment of the Products (at Reseller’s expense) to Company’s designated location and on verification by Company that the Products is in its original packaging and in new and immediately salable condition. The terms and conditions of Sections 1(c), 2(c), 3(d), 4(a)(ii), 4(b) and 5 shall survive any termination or expiration of this Agreement. In addition, in the event of any expiration of this Agreement or termination of this Agreement pursuant to Section 3(b), all rights and obligations of the parties hereunder shall survive with respect to any order for Products accepted by the Distributor prior to such expiration or termination.

4. Warranty, Liability and RMA Policies

(a) Warranty:

(i)         Company warrants Product in accordance with Company’s standard Product warranty issued from time to time by Company (the “Product Warranty”). Company will repair or replace any Product that does not comply with the Product Warranty. The Product Warranty does not cover defects or damage caused to Product by Distributor, Reseller, or any third party. If it is determined that any defect in Product is not the fault of Company, or such defect or damage was caused by or attributable to Reseller, its customers, Distributor, or any third party, Reseller agrees to pay all charges associated with each such repair or replacement, including without limitation all charges for labor, materials and shipping.  The Product Warranty is only applicable to Authorized Resellers, any Products sold by unauthorized resellers does not qualify the Product Warranty.

(ii)        EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4(A)(I), COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. RESELLER’S SOLE REMEDY FOR ANY NONCONFORMING OR DEFECTIVE PRODUCT OR FOR ANY BREACH OF THE PRODUCT WARRANTY SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS OF SUCH PRODUCT.

(b) Liability: IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR ANY OTHER ENTITY IN THE SCREENBEAM GROUP OF COMPANIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE TO RESELLER OR ANY OF ITS CUSTOMERS FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF COMPANY, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF. THE AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY COMPANY IN CONNECTION WITH THIS LETTER IN THE THREE (3) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCES GIVING RISE TO THE LIABILITY.

(c)  RMA: Defective Products under warranty may be returned to Company by the end-user for replacement with RMA number issued by Company. Reseller may, at it's option, accept customer returns for credit or replacement for goods returned no later than 60 days from shipment to customer.  Said returns will be managed pursuant to the terms of the Distributor's RMA policy.  In no case shall Screenbeam be responsible for direct credits to the Reseller.

5. General Provisions

(a)  Governing Law; Venue; Attorney Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of California to the principles of conflicts of law of any jurisdiction. Any claim or controversy arising out of or related to this Agreement shall be submitted to a court of applicable jurisdiction in the State of California, in Santa Clara County, California, and each party hereby consents to the exclusive jurisdiction and venue of such court.  In the event that any action is necessary to enforce any of the terms of this Agreement in a court of law or equity, the prevailing party shall be entitled to all costs and expenses incurred, including reasonable attorney’s fees awarded by the court.

(b)  Relationship of Parties:  Nothing in this Agreement shall be construed to constitute Reseller as an agent or employee of Company, nor shall either party have any authority to bind the other in any respect.  Each party shall remain an independent contractor responsible only for its own actions.

(c)  Assignment; Sub-distributors: Reseller may not assign its rights, duties or obligations under this Agreement, in whole or in part, without Company’s prior written consent. Any prohibited assignment shall be null and void. All terms and conditions of this Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the parties. Reseller shall not sell the Products through a sales agent or to a sub-distributor or reseller.

(d)   Invalidity: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and in no way shall be affected, impaired or invalidated.

(e)  Waiver:  No failure or delay by either party to enforce or take advantage of any provision or right under this Agreement shall constitute a subsequent waiver of that provision or right, nor shall it be deemed to be a waiver of any of the other terms and conditions of this Agreement.

(f)  Notices: Notices hereunder must be in writing, except as otherwise stipulated herein, and given to the other party by certified first class mail, postage prepaid and return receipt requested, or by air courier to the mailing address set forth above for notices sent to Reseller, or to ScreenBeam Inc., CFO Office - Official Agreement Notice, 3301 Olcott Street, Santa Clara, California 95054, for notices sent to Company, or to such other address as either party may designate by providing notice as set forth herein. Notices shall be effective when received.

(g)    Entire Agreement: This Agreement sets forth the entire understanding of the parties with respect to the matters set forth herein and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto. This Agreement may not be amended or waived except by a written instrument signed by both parties. The waiver by either party of any right provided under this Agreement shall not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement. If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability shall affect only that provision and shall not make any other provision of this Agreement invalid or unenforceable, and the unenforceable provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.

IN WITNESS WHEREOF, the parties to this Approved Retailer Agreement to be executed on their behalves on the date first written above. Both signatories warrant that they have the proper authority to sign this Agreement and bind their respective companies.