International Distributor Agreement

INTERNATIONAL DISTRIBUTOR AGREEMENT


THIS AGREEMENT is made as of October 1, 2001, between uniView Softgen Corporation, a Texas corporation with its principal offices in Dallas, Texas, U.S.A ("USC"), and Korea Computer, Inc., a Korean corporation with its principal offices in Seoul, Korea ("Distributor").


1. APPOINTMENT
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a. General. Subject to this Agreement, USC hereby grants to
Distributor, and Distributor hereby accepts from USC, the exclusive
and non-transferable right to market, install, maintain and support
the computer products described in Paragraph 1(b) (the "Products")
within the territory described in Paragraph 1(c) (the "Territory"),
except that Distributor shall have no such right with existing
customers of USC within the Territory as of the date of this
Agreement, including, but not limited to, HSBC Holdings plc and
affiliates, which right USC specifically reserves to itself.


b. Products. "Products" means (i) the machine-readable object code
version of the software described in Exhibit "A" and the portions
of the human-readable source code version thereof that USC makes
available to Distributor, if any, whether embedded on disc, tape,
chip or other media, for use on the computer platform(s) specified
in Exhibit "A" (the "Software"), (ii) the published user manuals and
documentation that USC makes generally available for the Software
(the "Documentation"), (iii) the updates or revisions of the Software
or Documentation that USC may release from time to time, other than
as a separately-priced upgrade, enhancement or customization (the
"Updates") and (iv) all copies of the Software, Documentation or
Updates. Upon prior notice to Distributor, USC may add new Products
to or delete existing Products from Exhibit "A", subject to any
binding commitment that USC has made to Distributor.


c. Territory. "Territory" means The Republic of Korea. Distributor
will not promote or solicit orders for the Products or related
services outside of the Territory. Distributor will immediately
notify USC if Distributor receives an inquiry or order (i) from
any customer located outside of the Territory for Products to be
installed inside of the Territory, (ii) from any customer located
inside of the Territory for Products to be installed outside of the
Territory or (iii) from any customer that uses or intends to use
the Products both inside and outside of the Territory. USC and
Distributor will negotiate in good faith the terms and conditions
relating to such order, including the applicable discount from list
price and the provision of maintenance and support.


d. Limitations. Subject to the satisfaction by Distributor of the
minimum purchase requirement in accordance with Section 5(f) hereof,
USC agrees not to appoint another distributor for the Products in
the Territory during the Term of this Agreement. However, USC may
promote, solicit and accept orders for delivery, installation and
use of the Products within the Territory of authorize other related
or unrelated persons (including, but not limited to, agents,
distributors systems integrators, value-added resellers or original
equipment manufacturers) located inside or outside of the Territory
to do so. Any such order or authorization will not be deemed to
violate this Agreement or entitle Distributor to any commission or
other compensation, except as otherwise agreed between the parties.
At USC's request, Distributor will offer installation, maintenance
and support services to customers within the Territory that have
obtained the Products from USC or any such person.


2. DISTRIBUTOR'S OBLIGATIONS
-------------------------
a. Best Efforts. Distributor will use its best efforts throughout the
Territory to (i) promote, solicit and obtain orders for the Products
for Distributor's account, (ii) perform its installation, maintenance
and support services in a timely and professional manner and (iii)
develop the good will and reputation of USC. Distributor represents
that it possesses the experience, skills and resources required to
carry out these marketing and service activities.


b. Facilities and Staff. Distributor will possess and maintain
facilities and staff that effectively market and service the Products
throughout the Territory. Distributor will establish and implement
appropriate training programs for its staff. All staff members will
be full-time employees of Distributor. Unless otherwise agreed on
a case-by case basis, Distributor will not appoint any independent
agent, representative, sub-distributor, sub-contractor or other
person to market or service the Products.


c. Demonstration Products. USC will provide Distributor with one copy
of the Products free of charge for demonstration purposes (the
"Demonstration Products") Subject to Section 9. USC grants
Distributor a non-exclusive and non-transferable license to use the
Demonstration Products on the designated hardware system exclusively
to conduct customer demonstration, training and technical support.
Distributor will periodically update the Demonstration Products as
USC deems appropriate. Distributor will not sublicense, assign or
otherwise transfer the Demonstration Products to any person without
USC'S prior written approval.


d. Promotional Literature. Distributor will use the brochures and
other promotional literature describing the Products in the English
language that USC may provide to distributor (the "Promotional
Literature"). Distributor may reproduce the Promotional Literature
for distribution within the Territory. Subject to Section 10,
Distributor may also translate the Promotional Literature for
distribution within the Territory, if applicable. USC will own any
such translation. Distributor will affix USC'S copyright notice to
all such translations and reproductions thereof. Distributor will
bear all translation and reproductions costs, unless otherwise agreed
on a case-by-case basis. Distributor may also prepare, at its cost,
marketing and advertising materials describing the Products which are
suitable for used in the Territory, and shall deliver all such
materials to USC for its approval prior to Distributor's use thereof.
With respect to all such materials in the Korean language,
Distributor shall also provide USC with an English translation
thereof.


e. Software Agreement. Distributor will promote, solicit and obtain
orders for the object code version of the Products using the form
of Software License Agreement attached hereto as Exhibit "B" (the
"Software Agreement") and the maintenance thereof using the form of
Software Maintenance Agreement attached hereto as Exhibit "C" (the
"Maintenance Agreement"). USC may modify or replace the Software
Agreement or the Maintenance Agreement at any time, in whole or in
part, subject to any binding commitment that USC has made to
Distributor. If Distributor translates the Software Agreement or
the Maintenance Agreement into the language(s) spoken within the
Territory, Distributor will deliver the proposed translation to USC
for approval prior to use. Distributor will not modify of amend the
terms and conditions of the Software Agreement or the Maintenance
Agreement without USC's prior written approval on a case-by case
basis. In no event will Distributor deliver to any customer or third
person the source code for the Products, in whole or in part, without
USC's prior written approval on a case-by-case basis.


f. Maintenance Agreement. Distributor will offer maintenance and
support services as contemplated by the form of the Maintenance
Agreement in Exhibit "C" to all customers of the Products within the
Territory including, at USC's request, those customers that obtained
the Products from USC pursuant to Paragraph 1(d). The Maintenance
Agreements will be assignable to USC in the event contemplated under
Paragraph 12(b), but will not otherwise obligate or purport to
obligate USC to perform any of these services. The quality and
timeliness of Distributor's services will be comparable to that which
USC offers to its own customer.


g. Other Services. Distributor will offer installation services and
provide other services as appropriate to all customers of the
Products within the Territory including, at USC's request, those
customers that obtained the Products from USC pursuant to Paragraph
1(d). Distributor will negotiate and execute separate agreements
with customers with respect to such services, the form of which is
subject to prior review and approval by USC. The quality and
timeliness of Distributor's services will be comparable to that
which USC offers to its own customers.


h. Records and Reports. Distributor will maintain, and provide to
USC upon request, accurate records of its marketing and service
activities under this Agreement, including (i) a current list of
customers for the Products and (ii) copies of all Software Agreements
and Maintenance Agreements executed with customers. Distributor will
also provide such other reports as USC may periodically request, such
as (i) a description of Distributor's facilities and staff and (ii) a
summary of the activities of competitors within the Territory.


i. Enforcement. Distributor will effectively enforce against all of
its customers the provisions of the Software Agreement that affect
USC's proprietary or confidentiality rights in the Products. If
Distributor learns that any customer has breached any such provision,
Distributor will immediately notify USC and take, at Distributor's
expense, all steps that may be available to enforce the Software
Agreement, including availing itself of actions for seizure or
injunctive relief. If Distributor fails to take these steps in
a timely and adequate manner, USC may take them in its own or
Distributor's name and at Distributor's expense.


j. Non-Competition. During the Term of this Agreement, Distributor and
its directors, officers and managers shall use its best efforts not
to promote, represent, distribute, install, customize, maintain,
support or otherwise market or service computer products that so
directly compete with or perform functions similar to the Products
that discharge of Distributor's obligations under this Agreement may
be affected. Upon executing this Agreement, Distributor will notify
USC of the other computer products that Distributor markets or
services. Distributor will also promptly notify USC of any
additional computer products that Distributor may begin to market
or service during the Term of this Agreement.


3. USC's OBLIGATIONS
-----------------
a. Marketing Materials. USC will provide Distributor, at no charge,
with the initial quantity of Promotional Literature and Software
Agreements that USC deems appropriate for Distributor to promote,
solicit and obtain orders for the Products within the Territory. At
Distributor's request, USC will provide Distributor with additional
quantities of such marketing materials, subject to their availability
at USC. USC may charge Distributor for additional Promotional
Literature at USC's then-current standard rates.


b. Technical Materials. USC will periodically provide Distributor,
at no charge, with the existing data, diagrams and other technical
materials that USC deems appropriate for Distributor to install and
support the Products within the Territory. USC may limit the number
of copies of such technical materials that Distributor will be
authorized to make, if any. Distributor will (i) consecutively
number each such copy, (ii) maintain a current logbook that record
the numbers of copies that have been made and (iii) reproduce all
confidentiality and proprietary notices on each copy.


c. Training. USC agrees to provide Distributor with training, at
USC's standard rates, to market and service the Products within the
Territory. From time to time in the future USC may also require
Distributor to attend additional training at USC's facilities in the
United States. Distributor will bear all travel and out-of-pocket
expenses that its trainees may incur in attending these sessions.


d. Remote Support. USC will provide Distributor with access to USC's
technicians for advice, consultation and assistance to diagnose and
resolve the problems that customers may encounter in using the
Products. All such remote support will be offered during regular
business hours from the facility that USC may designate. USC may
provide such remote support by (i) telephone or other forms of
communication or (ii) visits by Distributor's personnel to a USC
facility, as USC deems appropriate. Distributor will pay all
telephone, travel and other out-of-pocket expenses that Distributor
may incur in connection with such remote support. USC may charge
Distributor for such remote support at USC's standard rate.


e. On-Site Visits. USC may periodically send to Distributor's
facilities certain of USC's marketing and service personnel to
advise, consult and assist Distributor in marketing and servicing the
Products. USC and Distributor will schedule such on-site visits for
mutually acceptable times, subject to the availability of appropriate
USC personnel. Unless otherwise agreed on a case-by case basis, USC
may charge Distributor for such visits at USC's standard rate and
Distributor will pay or reimburse USC for all travel and out-of-
pocket expenses that USC's personnel may incur in connection with
such on-site visits.


f. Updates. USC may periodically provide Distributor with Updates for
the Products that are installed within the Territory. Unless
otherwise agreed on a case-by-case basis, Distributor will import and
duplicate the Updates only as required for distribution to customers
that have contracted for maintenance of the Products in accordance
with the terms and conditions of a Software Agreement or Maintenance
Agreement. This Paragraph will not be interpreted to require USC
to (i) develop and release Updates or (ii) customize the Updates
to satisfy the particular requirements of customers within the
Territory. The Updates will not include any new Software that USC
decides, in its sole discretion, to make generally available as a
separately-priced upgrade or option. USC may add such upgrades or
options to this Agreement as new Products in accordance with
Paragraph 1(b).


4. ORDERS AND DELIVERY
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a. Placement. Distributor will place orders for the Products directly
with USC, unless otherwise agreed on as case-by-case basis. All
orders will be placed in writing. Each order will specify (i) the
identity and location of the customer, (ii) the type and quantity of
Products orders, (iii) the requested shipment date(s) and (iv) the
configuration of the proposed installation, if applicable.
Distributor will attach a copy of the Software Agreement that
Distributor has executed with the customer to each order.


b. Acceptance. USC may accept or reject any order at its discretion,
subject to any binding commitment that USC has made to Distributor.
No order will be deemed accepted unless USC confirms its acceptance
in writing. USC will use its reasonable efforts to respond to each
order within 15 days after its receipt from Distributor. Any order
that USC may accept will be subject to the terms and conditions of
this Agreement, unless otherwise agreed on a case-by-case basis.


c. Shipment. USC will establish a shipment schedule for each order
accepted from distributor. USC will ship the Products from its
distribution center in accordance with this schedule, subject to
delays beyond USC's control. USC will select the method of shipment
for Distributor's account and obtain all licenses required to export
the Products from the country of origin. Distributor will (i) obtain
all licenses required to import the Products into the Territory (ii)
clear the Products through local customs promptly upon their arrival
at the territory and (iii) pay all customs duties and other charges
assessed on such importations in the Territory, if applicable.


d. Delivery. USC will deliver the Products to Distributor upon arrival
at the port of entry in the Territory (EX SHIP or equivalent term).
Risk of loss will pass to Distributor upon delivery. Any use of "EX
WORKS," "FOB" or other INCOTERMS will apply only to price and not to
delivery or passage of title or risk of loss. Delivery of airway
bills or other bills of lading before or after the Products arrive in
the Territory will not affect the place of delivery. All sales are
made on the basis of "no arrival, no sale".


e. Inspection. Distributor will inspect the Products upon arrival in
the Territory and immediately notify USC of any discrepancy between
the Products and shipping documents. Distributor will retain
any broken or tampered Products in their original packaging for
inspection by USC or the insurer. Any insurable claim not reported
to USC within 15 days after arrival may be denied.


f. Costs. Distributor will pay or reimburse USC for all insurance,
brokerage, handling, transportation, demurrage and other costs that
USC may incu ...