MARKETING AGREEMENT

EXHIBIT 10.2





MARKETING AGREEMENT









AGREEMENT, made this 6th day of December, 1990.





BETWEEN



AT&T WORLD SERVICES, INC. (hereinafter called "AT&T-WORLD SERVICES") a corporation organized under the laws of the State of Delaware, U.S.A., having its principal office at 412 Mt. Kemble Plaza, Morristown, NJ 07960, U.S.A.



AND,



AMERICAN COMPUTER and ELECTRONICS CORPORATION, a corporation organized under the laws of the State of Maryland, U.S.A., having its principal office at 209 Perry Parkway, Gaithersburg, Maryland 20877 (hereinafter called "AMERICAN COMPUTER").





WHEREAS





1. AT&T-WORLD SERVICES and AMERICAN COMPUTER having entered into a MEMORANDUM

OF UNDERSTANDING dated the 18th day of June, 1990; and,



2. Paragraph 18 of that MEMORANDUM OF UNDERSTANDING specifying that the

parties intend to enter into a worldwide (excluding the domestic US market)

marketing agreement for certain of AMERICAN COMPUTER'S products and

services to be marketed and distributed by AT&T-WORLD SERVICES in the

international (non-US domestic) market;





NOW, THEREFORE, AT&T-WORLD SERVICES and AMERICAN COMPUTER agree as follows:





1. INTERPRETATION



1. In this Agreement:



"Agent" means an in-country business entity required by the business

customs, culture or law of a particular customer country and acceptable to

both parties.



"AMERICAN COMPUTER" means the American Computer and Electronics

Corporation, 209 Perry Parkway, Gaithersburg, Maryland 20877, U.S.A.



"Custom Software" means software in object code and source code format and

its related documentation to be provided to Customers under this Agreement.



"AT&T" means AT&T World Services Inc. and American Telephone and Telegraph







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Company, and its affiliates and subsidiaries.



"Customer" means an organization/entity acceptable to both AT&T-WORLD

SERVICES and AMERICAN COMPUTER for their own business purposes to whom the

Products/Services will be proposed and provided.



"day" or "days" means business days unless specifically stated otherwise.



"DCMS-TM-" means the Distributed Call Measurement System of AMERICAN



"Delivery" means the delivery of Products/Services to Customer's designated



"Delivery Dates" means those dates for Delivery as set out in Customer



"Products/Services" means any item of hardware or related service supplied

by AMERICAN COMPUTER under this Agreement including equipment, equipment

features, model conversions, machine elements and accessories.



"Licensed Programs" means those computer programs required for the

operation of Products/Services and offered in object code format only.



"month" or "months" means calendar months unless specifically stated



"Opportunity" means the given end user requirement of a particular customer

for the Products/Services offered under this Agreement.



"Software" means computer programs and associated documentation including,

but not limited to, Custom Software and Licensed Program as supplied under

this Agreement.



"UPS-32-TM-" means the Universal Polling System of AMERICAN COMPUTER.



2. Headings



The headings and captions in this Agreement are for convenience only and

are not intended to have any contractual effect.



3. Schedules



All documents and papers attached to this Agreement as Schedules are hereby

incorporated into and made a part of this Agreement. In the event of any

conflict between any provision contained in the Schedules and the main

body, the Schedules will prevail in the order of priority as listed below.

The Schedules to this Agreement are:



Schedule 1: PRODUCTS/SERVICES

Schedule 2: PRODUCT/SERVICE PRICES

Schedule 3: FORMAT OF CUSTOM SOFTWARE AGREEMENT

Schedule 4: ESCROW AGREEMENT



4. Applicable Law



This agreement shall be governed by and construed in accordance with the

laws of New Jersey.





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2. TERM





The term of this Agreement shall be for a period of five (5) years commencing on June 18, 1990 with automatic renewal for successive one (1) year periods unless either Party gives written notice of the intention not to renew at least thirty (30) days prior to the expiration of the initial term or any renewal terms.





3. SCOPE



1. The parties are establishing this marketing arrangement for their mutual

benefit and agree that AT&T-WORLD SERVICES has the exclusive right as set

forth in Section 4-EXCLUSIVE RIGHT OF FIRST REFUSAL, to market and

distribute the Products/Services of AMERICAN COMPUTER set forth in

Schedule 1 outside the United States, its territories and possessions.



2. The parties agree to identify and pursue marketing opportunities in the

international arena. Based upon mutual agreement, AT&T-WORLD SERVICES will

propose the Products/Services of AMERICAN COMPUTER and AMERICAN COMPUTER

agrees to provide these Products/Services. The parties agree to execute

any documents necessary in order to prepare and submit such proposals.



AMERICAN COMPUTER will diligently assist AT&T-WORLD SERVICES in the

analysis, development and review of Customer proposals, tender responses,

requests for proposal, etc. Such assistance shall be provided at no charge

to AT&T-WORLD SERVICES during the first five (5) days, or as otherwise

agreed, for each identified opportunity and thereafter at a fee to be

developed between the parties on a case-by-case basis. In the event that a

sale of PRODUCTS/SERVICES results from such assistance provided, AMERICAN

COMPUTER will reimburse AT&T-WORLD SERVICES for such fees received by

AMERICAN COMPUTER from its share of the proceeds resulting from that

particular opportunity.



AT&T-WORLD SERVICES will review final proposals and Customer supply

agreements with AMERICAN COMPUTER prior to submission to Customer and will

receive written concurrence from AMERICAN COMPUTER of its acknowledgment to

the obligations imposed upon AMERICAN COMPUTER by the proposals and/or

Customer supply agreement.



3. In the event that a Customer accepts a proposal provided under this

Agreement, AT&T WORLD SERVICES agrees to contract with AMERICAN COMPUTER

for the Products/Services, and AMERICAN COMPUTER agrees to provide the

Products/Services in accordance with the Terms and Conditions of this

Agreement and those which were specified in the proposal submitted to the

customer. AMERICAN COMPUTER further agrees to perform with AT&T-WORLD

SERVICES in accordance with the proposal, the delivery, installation and

commissioning of the Products/Services through the provision of hardware,

software, technical and engineering services, warranty support and



4. The parties agree that one tenth percent (0.1%) of the total project price,

contributed equally from the proceeds of each party, from each sale that

may result from this Agreement will be set aside in an account to be

jointly administered for the development of international marketing

materials (i.e., brochures, trade show presentations, seminars, on-site

presentations and the like) for the Products/Services under this agreement.

The initial level of funding in





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this account will not exceed one hundred thousand dollars ($100,000.00) and

the parties may from time to time change the dollar limitation for this



5. Nothing in this Agreement shall be taken as an obligation by AT&T-WORLD

SERVICES to purchase any or a particular quantity of Products/Services

notwithstanding any estimate that may be given at any time and AT&T-WORLD

SERVICES shall have no liability to AMERICAN COMPUTER whether in contract,

tort or otherwise with respect to any such estimate.





4. EXCLUSIVE RIGHT OF FIRST REFUSAL



AMERICAN COMPUTER shall promptly advise AT&T-WORLD SERVICES in writing of all inquiries, marketing contacts, requests for information, requests for proposal and the like related to international opportunities which AMERICAN COMPUTER may from time to time receive from all sources, including parties with whom AMERICAN COMPUTER may be contractually associated, (except for AMERICAN COMPUTER's contractual relationships with respect to cellular telephone technology) during the life of this Agreement.



AMERICAN COMPUTER will refrain from providing pricing information, other than the published list price, or from entering into dialogue with a potential customer or other parties pending the acceptance or rejection of the opportunity by AT&T-WORLD SERVICES under the following conditions:



a. AT&T-WORLD SERVICES upon receipt of such notice from AMERICAN COMPUTER

shall, within fifteen (15) business days, advise AMERICAN COMPUTER in

writing of its interest in responding to such request and decide with

AMERICAN COMPUTER the Products/Services and obligations of each party to

the response.



b. In the event AT&T-WORLD SERVICES fails to respond to AMERICAN COMPUTER

within fifteen (15) business days, advises AMERICAN COMPUTER of its intent

not to participate with AMERICAN COMPUTER under this Agreement, or the

parties are unable to agree on the obligations of each party to the

response, each party may then proceed without further commitment or

obligation to the other with regard to the opportunity.



c. In the event AT&T-WORLD SERVICES and AMERICAN COMPUTER agree to proceed

with a response, AT&T-WORLD SERVICES agrees to sub-contract per the terms

of this Agreement to AMERICAN COMPUTER any Products/Services opportunity

which results from the response.

d. In the event that the parties agree to proceed with a response and multiple

sources (i.e., agents) wish to respond to the opportunity, each such source

shall be considered by the parties as related to the opportunity. The

parties shall jointly decide whether or not to proceed with each source and

in the event that the parties are not able to agree or the parties agree

not to proceed with a particular source, neither party will proceed

independently in response to the opportunity with the rejected source.





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5. PRICING



1. In recognition of the international marketing costs to be borne by

AT&T-WORLD SERVICES, AMERICAN COMPUTER, unless otherwise agreed in writing,

sets out the price of the Products/Services to be shown on Schedule 2-

PRODUCT/SERVICE PRICES on a preferential discounted basis to AT&T-WORLD

SERVICES for the purposes of this Agreement. Such discount shall be based

on the volume of the opportunity and shall be at least ten (10%) percent of

AMERICAN COMPUTER's current List Price and will be at least as favorable as

any other discount which AMERICAN COMPUTER may offer to any other parties,

except the Government of the United States, its agencies and branches.



2. AMERICAN COMPUTER will provide AT&T-WORLD SERVICES with any change in its

Price List at least 30 days prior to the price change becoming effective.

No price change will affect any proposals submitted by AT&T-WORLD SERVICES

before receipt of notice of change and AMERICAN COMPUTER agrees to provide

Products/Services in accordance with such proposals.



3. The prices shown in Schedule 2-PRODUCT/SERVICE PRICES at the signing of

this Agreement shall remain in effect at least through December 31, 1991.





6. PAYMENT



For each opportunity the parties will agree on terms of payment. AT&T-WORLD SERVICES shall make its best effort to accommodate the payment requirements of AMERICAN COMPUTER as shown on Schedule 2-PRODUCT/SERVICE PRICES.





7. TITLE





7.1 TITLE IN EQUIPMENT



Upon award AT&T-WORLD SERVICES and AMERICAN COMPUTER will enter into a contract for the Product/Services as jointly proposed to and accepted by the customer.



AMERICAN COMPUTER represents that at the time of sale, title to equipment shall be free from any liens, encumbrances or security interest.



7.2 TITLE TO CUSTOM SOFTWARE



All Software that AMERICAN COMPUTER supplies, acquires and/or develops in connection with the Products/Services, including code recorded in firmware, systems software, routines, subroutines, and the like, will be and remain the property of AMERICAN COMPUTER or its suppliers, both before and after payment of the Products/Services Price.





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AMERICAN COMPUTER grants to AT&T-WORLD SERVICES the right to issue Custom Software Licenses under this Agreement for certain of AMERICAN COMPUTER'S software by means of a License in a format based on that of Schedule 3-Custom Software Agreement.



8. LICENSE OF LICENSED PROGRAMS



8.1 GRANT OF LICENSES



Non-transferable and non-exclusive licenses are to be provided to Customers by AT&T-WORLD SERVICES in a format to be provided by AMERICAN COMPUTER for the Licensed Programs necessary for the proper operation of the Products/Services ("the Licensed Programs") subject to the following terms and conditions, provided, however, that if Customer is required to do so it shall execute software license agreements with the appropriate supplier in terms consistent with those in this Agreement.



8.2 USE OF LICENSED PROGRAMS



a. Each license provided under this Agreement authorizes Customer to:



- use the Licensed Program materials in machine readable form on the

Products/Services, within the limits of the sizing considerations

detailed in Schedule 2, and in conjunction therewith to store the

licensed Program materials in, transmit them through or display them on

units associated with such designated Products/Services;



- utilize the Licensed Program materials, in printed form in support of the

use of the Licensed Programs; and/or,



b. Customer shall not use, print, copy or translate the Licensed Program in

whole or in part, unless expressly authorized in this Agreement.



c. Customer shall not reverse assemble or reverse compile the Licensed

Programs in whole or in part.



d. Customer is authorized to use Licensed Programs on:



- backup Products/Services when the designated Products/Services or an

associated unit required for the use of the Licensed Program is

temporarily inoperable until operable status is restored and processing

on the backup equipment is completed; or,



- other Products/Services for assembly or compilation of Licensed Program

materials if the designated Products/Services and its associated units do

not provide the configuration required for assembly or compilation. Such

usage shall not expand the authorized use of the licensed programs.



9. AVAILABILITY OF SPARE PARTS



AMERICAN COMPUTER warrants the availability of necessary spare parts for Products/Services for a period of at least ten (10) years, or as otherwise agreed in writing, after Acceptance of the Products/Services by Customer.





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AMERICAN COMPUTER reserves the right to substitute components of like quality and functionality during this period in order to maintain Products/Services system functionality per published specification.







10. INFRINGEMENT OF PATENTS





AMERICAN COMPUTER shall indemnify and save AT&T-WORLD SERVICES harmless from any claims, losses, suits, demands or liens arising from any act of infringement of any patent, trademark, or copyright or any unauthorised use of any trade secret or other proprietary interest by any Product/Service of AMERICAN COMPUTER; provided that AT&T-WORLD SERVICES:





a. shall give AMERICAN COMPUTER immediate written notice of all claims of such

infringement and suits and full opportunity and authority to assume the

sole defense of, and to settle, such suits;



b. shall furnish to AMERICAN COMPUTER, on request, all information and

assistance available to AMERICAN COMPUTER for such defence; and shall

abstain from making any admissions to claimant regarding the claim.



If said item is held to constitute infringement of any patent and its use is enjoined, AMERICAN COMPUTER shall have the options to:



a. Replace the item with a non-infringing one;



b. Procure for Customer the right to continue using said item;



c. Modify the item so that it becomes non-infringing.



AT&T-WORLD SERVICES agrees to indemnify and save harmless AMERICAN COMPUTER from all costs, expenses, liabilities and claims for infringement arising from:



a. Adherence to specifications or drawings which AMERICAN COMPUTER was

directed by AT&T-WORLD SERVICES to follow; or,



b. The manufacture, sale or use of a product furnished hereunder in

combination with another item not furnished by AMERICAN COMPUTER.





11. CONFIDENTIAL INFORMATION



In this Agreement, "Confidential Information" means information regarding a party, its business, personnel, technical or statistical data, or financial information that:



a. is not generally known to the public or to other persons who are not bound

by the obligations to maintain its confidentiality; and/or,



b. derives economic or strategic value, actual or potential, from not being

generally known, or has a character such that the party has a legitimate

interest in preserving its confidential nature.



As a consequence of entering this Agreement or performing the obligations herein, the parties may





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have disclosed to them, or they may otherwise have access to, or learn of, Confidential Information of the other.



Each party agrees to hold in strict confidence all Confidential Information of the other that it learns of, or is provided with, and to use such Confidential Information only for the purpose of this Agreement. Neither party will use, copy, or disclose to third parties any Confidential Information of the ...