Non-exclusive Distributor Agreement

EXHIBIT 10.15


CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY AN **, HAVE BEEN SUBMITTED TO THE COMMISSION WITH THE CONFIDENTIAL TREATMENT REQUEST


NON-EXCLUSIVE DISTRIBUTOR AGREEMENT


AGREEMENT effective the 1st day of May 1994


BETWEEN:


VASCO Data Security, Inc.
1919 S. Highland Avenue, Suite 118-C
Lombard, Illinois 60148 U.S.A.
Phone 630-932-8844
Fax 630-495-0279


(hereinafter called "Producer")


AND:


Concord-Eracom Nederland BV
Hoekenrode 8
NL-1102 BR Amsterdam
Phone 31-20-6913781
Fax 31-20-6971073


EURO VAT No. NL-9238657B01


(hereinafter called "Distributor")


NOW THEREFORE IT IS AGREED AS FOLLOWS:


2


Article 1. - Definition


The following words shall have the indicated meaning when used herein:


i) "Product" - those Products which the Producer has manufactured for
re-sale or purchased for re-sale, which are in Schedule 1 of this
Agreement and which are designated therein by the Producer's trade mark or
trade name to be used under this Agreement and by the use which the Product
shall be sold under this Agreement.


ii) "Territory" - the Territory outline or defined in Schedule 2 of this
Agreement.


iii) "Annual Period" - successive one (1) year periods the first of which
commences on the effective date of this Agreement.


iv) "Price" - that amount of money designated as set out in Schedule 3 of this
Agreement or as may be otherwise designated by the Producer from time to
time which is to be paid to the Producer for the Product, not including
any charges for taxes, duties or other Government fees. The price as at
the date of commencement of this Agreement shall be as designated in
Schedule 1.


Article 2. - Agency & Distributorship


The Producer grants to the Distributor the non-exclusive right to distribute and sell the Product in the named Territory.


Article 3. - Future Changes


The Producer reserves the right to modify Schedule 1 of this Agreement by adding thereto or deleting therefrom any items at any time upon thirty (30) days advance written notice to the Distributor.


Article 4. - New Products


The Producer shall inform the Distributor of improvements in the Product or new goods acquired or produced by the Producer for resale. Such goods or improved Products may be added to Schedule 1 in accordance with Article 3.


Article 5. - Price and Delivery


a. The price for the Product shall be denominated in U.S. Dollars and as
designated in Schedule 3 hereof or otherwise as the Producer shall
designate in writing. The 3
Producer reserves the right to modify such price at its sole discretion.
However the Producer must give the Distributor three months' notice before
any such price modification becomes effective. During any such three month
period prior to modification of price, the Distributor may not order the
Product from the Producer at a greater volume than that being ordered
during the previous three month period, unless the Producer should consent
to orders in excess of such volumes.


b. Payments shall be made as follows: a)


i) by Letter of Credit or Telegraphic Transfer (terms net 30 days) of
cleared funds to Producer where product is to be delivered outside the
United States.


c. The Distributor shall accept delivery of the Product when the carrying
vessel reaches the Territory and shall then be responsible for
transporting the Product at the Distributor's risk and peril. The
Distributor shall assume responsibility for all customs clearance charges.
All freight and shipping insurance shall be "F.O.B.".


d. The Producer undertakes to execute orders from the Distributor with
reasonable care but is not responsible to the Distributor for any delay in
delivery, whatever the reason for such delay shall be, except as agreed by
way of a separate letter of understanding.


Article 6. - Obligation of the Distributor


Throughout the duration of this Agreement, the Distributor shall:


a. Sell: Use its maximum efforts to sell, use and promote the use of the
Product through Territory.


b. Sales Network: Develop a sales network for the Product.


c. Not sell outside Territory: Not sell the Product directly or indirectly
outside the Territory or for use outside the Territory without having
previously obtained in each case the written authorization of the
Producer. To this end, the Distributor undertakes to ensure that its
buyers do not sell outside the Territory nor export the Product either
directly or indirectly.


d. Maintain Office: Maintain and operate at the Distributor's expense an
Office in the Territory in a business like matter.


e. Maintain Stocks: Maintain stocks of a sufficient quantity for supplying
so as not to delay customer ordering the product in the ordinary course
of business.


f. Inform of Competitors: Inform the Producer of any goods and the sellers
thereof, which compete with the Producer.


4 g. Not Compete: Not sell materials or goods which compete or are likely to
compete with the Product unless the written Agreement of the Producer is
obtained prior to each such sale. Distributor shall be required to provide
specifications and pricing of competitive products to Producer; Producer
shall have the Right of First Refusal to provide Producer's similar
product(s) at competitive prices.


h. Not Tamper with Labels: Not change, modify, obliterate or remove the
Producer's labels, marks or trademarks on the Product and on its
packaging; if it is necessary to repack the Product, the Distributor shall
ensure that the original trademarks appear on the packaging. The
Distributor may attach a label recording that the Product is supplied by
the Distributor, the exception being if Distributor advises the Producer
to produce under brand name and/or private label.


i. Fully informed Producer: Fully inform the Producer at all times and in
any case upon re ...