Software Value Added Reseller Agreement

Exhibit 10.5













SOFTWARE VALUE ADDED RESELLER AGREEMENT









ICL ENTERPRISES









ENSEC, INCORPORATED









Section Page

1. Agreement to License.........................................3

2. Term.........................................................3

3. VAR's Authority..............................................3

4. Orders, Minimum Order Quantity...............................4

5. Prices.......................................................4

6. Payment; Taxes...............................................4

7. Reporting Requirements; Audit................................5

8. Title; Risk of Loss..........................................5

9. Security Interest............................................5

10. Installation; Maintenance; Training..........................6

11. Warranty.....................................................6

12. Remedies.....................................................7

13. Indemnity....................................................7

14. Software and Documentation...................................8

15. Confidentiality.............................................10

16. Proprietary Rights Notices, Promotional Activities..........11

17. Changes in Specifications and Design........................11

18. Termination.................................................11

19. Excusable Delays............................................12

20. Other Provisions............................................12



Exhibit A: Products and Prices Exhibit B: VAR's Added Products; Authorized Territory and Customers;

Named Account List Exhibit C: Purchased Equipment Schedule Exhibit D: Quarterly Report Exhibit E: Software Sublicense Agreement Exhibit F: Provisions Relating to Canadian VAR's





SOFTWARE VALUE ADDED RESELLER AGREEMENT



This Software Value Added Reseller Agreement ("Agreement") is made between ICL Enterprises ("ICL") and ________________________________ ("VAR").



WHEREAS ICL markets and distributes software to customers in the United States and Canada;



WHEREAS ICL desires to increase and expand its distribution of such products by contracting with VARs who are able to focus their attentions and efforts on specific customer bases; and



WHEREAS VAR has developed a marketing plan which focuses on specific customers which the parties recognize to be a strong base for potential sales of ICL products.



WHEREAS VAR represents that it has developed particular technical expertise, marketing knowledge, and other resources which will enable it to significantly enhance ICL's products for use by such customers; to effectively market to and support such customers; and to promote ICL's image and competitive position with such customers.



THEREFORE, the parties agree:



1. AGREEMENT TO LICENSE: ICL hereby agrees to license to VAR the software

listed in Exhibit A attached hereto ("Software"). VAR hereby agrees to a

license the Software pursuant to the terms and conditions contained in this

Agreement. ICL does not grant to VAR any right as to any goods or uses

except as to the Software,or any rights beyond the extent provided in this



2. TERM: Unless otherwise terminated. Pursuant to this Agreement, this

Agreement shall be in effect for an initial term of two (2) years

commencing on the date this Agreement is fully executed by both parties

(the "Initial Term") Following the Initial Term, this Agreement shall be

automatically renewed for subsequent one (1) year periods unless terminated

by either party at any time with ninety (90) days prior written notice.



3. VAR's AUTHORITY:



a. VAR is granted the right to license the items of Software for its own

internal use in connection with this Agreement and for sublicensing to

the "Customers" defined in Exhibit B. "Customers" shall include end-

users only and shall not include resellers.



b. VAR is, and shall act as, an independent contractor, and not as an

agent or employee of ICL, and shall have no











authority to commit or act on behalf of ICL in any manner other than

as expressly authorized herein.



c. Subject to specifically agreed upon exclusivity which, if agreed upon,

will be set forth on Exhibit B, this Agreement is nonexclusive and

shall not limit the right of ICL or any other VAR to market ICL's

products at any time of any party, including without limitation, any

Customer of VAR. This Agreement shall not limit VAR's right to market

products of any other vendor



4. ORDERS; MINIMUM ORDER QUANTITY: VAR shall order Software license by

completing, signing, and submitting to ICL Sales Order/Purchased Equipment

Schedules in the form of the attached subject to written

acceptance by ICL. Each order is subject to the following:



a. Each order shall be placed at least thirty (30) days prior to the

requested date of delivery. ICL reserves the right to charge VAR a

handling fee in the event ICL elects to deliver, at VAR's request,

ordered items in less than such required lead time.



b. If VAR uses a purchase order or other instrument covering the Software

license(s), any additional, inconsistent, or conflicting clauses in

such instrument shall be null and void and shall have no effect unless

expressly approved in writing by ICL.



c. Subject to the following, VAR may cancel all or part of an order prior

to shipment by ICL:



(1) If the cancellation is within twenty (20) days or less of the

scheduled date of delivery, VAR shall pay ICL a cancellation

charge equal to twenty-five percent (25%) of the price of the

portion of the order canceled.



(2) If VAR places an order at least ninety (90) days prior to the

requested date of delivery and the cancellation is within thirty-

one (31) or more days of the scheduled date of delivery, without

a cancellation charge.



(3) Each of the foregoing cancellation charges is a genuine estimate

of damages to be incurred by ICL in the event of a cancellation

and is a reasonable liquidation of such damages, not a penalty.



5. PRICES: Prices to VAR for Software ordered for delivery during the Initial

Term are set forth on in U.S. dollars. Prices for items ordered

during the Initial Term for delivery after the Initial Term, or for items





after the Initial Term, may be changed with ninety (90) days' prior written

notice to VAR.



6. PAYMENT; TAXES



a. Unless and until ICL elects to extend credit to VAR, VAR shall pay in

advance (prior to shipment) for all items ordered from ICL. In the

event ICL elects to extend credit to VAR, payment thereafter shall be

due from VAR for each item within thirty (30) days of the date of

shipment. All payments shall be made in U.S. dollars.



b. The prices stated do not include taxes, fees or assessments applicable

in the United States (and in Canada if this Agreement permits

distribution in Canada) for license of the Software. In addition to

the prices stated, VAR will pay, or reimburse ICL for, all sales,

excise, use, property and other taxes that arise in connection with

this Agreement, exclusive of taxes based on ICL's net income, or

provide proof of tax exemption from such taxes. VAR shall be

responsible for, and pay, any and all personal property taxes imposed

upon the Software licensee(s) between the time of delivery thereof and

the passage of title thereto. VAR may reasonably contest the

imposition of any of the foregoing taxes, and ICL agrees to reasonably

assist any such contest, provided that VAR hereby agrees to promptly

reimburse ICL for any contested taxes actually paid by ICL and to

indemnify and hold ICL harmless against any and all liability, loss,

costs, damages, attorneys' fees and other expenses which ICL may

sustain or incur by reason of, or in consequence of, such contest.



c. If VAR fails to pay promptly all of the amounts due under this

Agreement, in addition to any other remedies at law, VAR agrees to pay

interest at the rate of one and one-half percent (1.5%) per month, or

the highest rate permitted by law, whichever is lower, on the

outstanding overdue balance for each month or part thereof such sum is



d. In the event of a breach by VAR of any material obligation to ICL,

including, without limitation, failure to make payment(s) to ICL when

due, and in the event VAR fails to cure such breach within thirty (30)

days after receipt of written notice thereof from ICL, then ICL may

declare all sums immediately due and payable. In the event of such

breach, ICL may also require that VAR pay for Software licenses on or

prior to delivery by certified check, cashier's check, or wired funds.



7. REPORTING REQUIREMENTS; AUDIT





a. Within fifteen (15) days after the end of each calendar quarter, VAR

shall submit to ICL a written report, containing the data described in

attached Exhibit D and any other information ICL reasonably requests

from time to time. Each report will be protected by ICL as

confidential information, in accordance with the provisions of Section

15 of this Agreement.



b. At ICL's request, at mutually agreeable times no more frequently than

twice annually, ICL or an agent or accounting firm chosen by ICL shall

be provided reasonable access during normal business hours to the

records of VAR purposes of audit of license fees due. Records

sufficient to verify copies of Software made, and authorized Customer

copies sold, leased, or otherwise distributed or transferred shall be

maintained by VAR and made available for audit.



8. TITLE; RISK OF LOSS:



a. ICL shall pay all shipping and insurance charges (if applicable). VAR

shall pay all customs duties and surcharges, and reasonable charges

for handling and preparation of export documentation, in the event

shipment is made to Canada.



b. If VAR desires that ICL ship to any Customer location in Canada (if

authorized by this Agreement), VAR shall provide ICL with the name,

location, and telephone number of VAR's customs broker and any other

information reasonably required by ICL.



c. Risk of loss and damage for each item of Software shall pass to VAR

upon initial receipt by VAR from the carrier.



9. SECURITY INTEREST: Until all of ICL's claims arising out of the furnishing

of an item of Software have been satisfied in full, VAR hereby grants to

ICL a purchase money security interest in such item and the proceeds

thereof. As used in this Section 9, "proceeds" includes whatever is

receivable or received when proceeds or collateral is sold, collected,

exchanged or otherwise disposed of, whether such disposition is voluntary

or involuntary, and includes, without limitation, all rights to payment,

including return premiums, with respect to any insurance related thereto.

This Agreement, or a copy thereof, may be filed with appropriate

authorities at any time after signature by the VAR as a financing statement

and/or a chattel mortgage in order to perfect ICL's security interest. Such

filing does not constitute acceptance of this Agreement by ICL. Upon

request by ICL, VAR shall promptly execute sufficient financing statements

and such other instruments as ICL may reasonably request to perfect ICL's

security interest.



10. INSTALLATION; MAINTENANCE; TRAINING



a. Installation of the Software shall be performed by VAR.



b. VAR shall provide training programs for its Customers; maintain a

sales and technical support staff sufficient in size and expertise to

provide competent assistance to its Customers in connection with the

use of the Software, and resolution of problems.



c. Upon VAR's request, ICL will provide training courses to VAR's

personnel at ICL's then-current prices for such courses.



11. WARRANTY:



a. ICL warrants that the Software will be free from material defects in

material or workmanship, and will be in good working order, for one

hundred (100) days from the date of shipment of the first copy of each

specific release of Software. ICL does not warrant any Software which

is modified in any way by VAR or by any third party.



b. VAR acknowledges that the foregoing warranties do not assure

uninterrupted operation of any such item or that any such item will

meet VAR's requirements. At ICL's expenses and option, ICL shall

repair or replace a defective item covered by the warranty, subject to

the condition that VAR shall have notified ICL promptly of the defect

describing repair work done (if any). Upon ICL's request, VAR shall

return the defective item or portion(s) thereof to ICL, at ICL's

expense. Items replaced by ICL shall become ICL's property. Repair or

replacement of Software will consist of the delivery of one (1)

corrected copy to VAR. Repaired and replacement items are warranted

applicable to the defective item. Warranty service is provided Monday

through Friday, excluding holidays, from 8:00 a.m. to 5:00 p.m.

Pacific Standard Time. If VAR request service outside the warranty

hours, ICL shall provide such service at its then-current rates.



c. The warranties do not cover defects in any item of Software which are

caused by improper installation, improper or inaccurate reproduction

of Software by VAR, use of software not developed or approved by ICL,

failure of VAR to implement a Software correction provided by VAR by

ICL, failure to provide or the failure of adequate air conditioning or

humidity control, neglect, negligence, accident or any other reason

not attributable to ICL. In the event of any such defect, VAR shall

pay to ICL ICL's standard charges for the repair or replacemen ...