Fujitsu America, Inc.
Distributor Reseller Agreement

This Distributor Reseller Agreement ("Agreement") is entered into as of the date it is accepted electronically in accordance with provisions below (the "Effective Date") by and between Fujitsu America, Inc., a California corporation located at 1250 East Arques Avenue, Sunnyvale, CA 94085 ("FAI") and the entity completing an application and accepting these terms electronically ("Distributor Reseller").

WHEREAS, Distributor Reseller is an authorized reseller pursuant to an agreement between itself and one or more authorized distributors of FAI ("Distributor"), and requests FAI's authorization to serve as a reseller of certain FAI products, and

WHEREAS, FAI is willing to grant such authorization pursuant to the terms and conditions set forth herein,

The parties agree as follows:

1. Definitions

1.1 "Products" means those products sold by FAI and designated at Exhibit A, attached hereto and incorporated herein, that Distributor Reseller is authorized to advertise, promote, market, sell, and support pursuant to Section 2 of this Agreement.

1.2 "End User Markets" means those intended business markets into which Distributor Reseller is authorized to advertise, promote, market, sell, and support pursuant to Section 2 of this Agreement. As of the date of this Agreement, all markets are designated as End User Markets excluding only all grocery / food store End Users for those Products designated by FAI as "Retail POS Products".

1.3 "End User" means an entity not affiliated with Distributor Reseller who acquires Products directly from Distributor Reseller for End User's direct use and not for resale.

1.4 "Software" means the software products licensed for use by End Users on the Products listed on Exhibit A (however embodied, and in any format or medium, including ROMs, EPROMs, and similar firmware devices), all related user documentation, and any corrections, modifications, updates, and enhancements supplied by Distributor to Distributor Reseller.

1.5 "Territory" means the United States of America and its territories; provided, that solely for Retail POS Products, "Territory" shall also include the nation of Canada and its territories.

1.6 "Third Party Products" means the products listed in the Product List Prices that FAI purchases or licenses from third parties.

2. Distributor Reseller Representation and Warranty; Appointment as Distributor Reseller

2.1 Distributor Reseller represents and warrants to FAI that, as of the Effective Date, it is an authorized reseller of the Distributor in good standing, pursuant to an agreement between Distributor and Distributor Reseller. Distributor Reseller shall immediately notify FAI of any termination or suspension of Distributor Reseller's agreement with Distributor.

2.2 In reliance upon Distributor Reseller's representation and warranty set forth in Section 2.1, FAI hereby appoints Distributor Reseller to serve as a non-exclusive reseller of Products purchased by Distributor Reseller from Distributor, with the right to advertise, promote, market, sell, and support Products to End Users in the Territory in the End User Markets, in accordance with the terms and conditions of this Agreement, and Distributor Reseller accepts such non-exclusive appointment. FAI reserves the right to advertise, promote, sell, and support Products and other hardware and software products, both within and outside the Territory, either directly, through other distributors, or through other resellers, or to End User Markets excluded hereunder, without limitation, restriction, notice or liability.

Distributor Reseller is hereby granted a non-exclusive license to market, in the Territory, the Software subject to the terms of the End-User License Agreement accompanying the Software; provided, however, that Distributor Reseller shall not market any of the Software as a stand-alone product without express written authorization from FAI.

2.3 Distributor Reseller will determine the prices, terms and conditions of marketing Products to its customers, except that Reseller will offer the warranty provided to End Users under Section 6.0 of this Agreement with respect to each Product.

2.4 Distributor Reseller anticipates that it will purchase not less than $25,000 of Products from Distributor per FAI fiscal year (which is April 1 of each year through March 31 of the following calendar year).

3. Term

3.1 The term of this Agreement will begin on the Effective Date and will continue for a period of one year, after which the Agreement will automatically renew for consecutive terms of one year each until it is terminated pursuant to Section 8.

4. Distributor Reseller Responsibilities

4.1 Distributor Reseller will at all times correctly represent Product features and performance in accordance with Product information provided by FAI. Distributor Reseller will not make any inaccurate or misleading statements regarding Products. Reseller will explain and demonstrate the Products upon customer request and provide instruction as to set-up and installation.

4.2 Distributor Reseller will not misrepresent the extent of Distributor Reseller's authority with regard to Products under this Agreement. Distributor Reseller recognizes the importance of the FAI's channels for distribution of Products, and as such Reseller agrees to not sell any Product(s) for resale, but to only sell to End Users.

4.3 Distributor Reseller will obey all applicable laws and regulations, and will conduct business in a professional and ethical manner. Distributor Reseller will ensure compliance with its obligations by its personnel.

4.4 Distributor Reseller will indemnify, defend and hold harmless FAI from all claims arising out of acts or omissions of Distributor Reseller or its agents.

4.5 Distributor Reseller will not make any alterations to the Products without express written consent of FAI, and acknowledges that unless specifically agreed in writing by FAI, such alterations shall invalidate FAI's warranty.

4.6 Distributor Reseller will explain the applicable FAI Limited Warranty as well as the service and support program options available for FAI Products.

4.7 Distributor Reseller will only purchase Products from Distributor.

4.8 Distributor Reseller will not decompile, disassemble, or reverse engineer the Products or the Software, or otherwise attempt to derive the source code, algorithms, ideas, structure, sequence, or organization of the Products or the Software.

5. Trademarks, Trade Names and Related Matters

5.1 FAI grants limited permission to Distributor Reseller during the term of this Agreement to use the FAI Trademarks to identify Products resold by Distributor Reseller under this Agreement. Distributor Reseller agrees to use the FAI Trademarks only in the Territory and only in accordance with the requirements set forth in FAI's written trademark guidelines, a copy of which will be provided to Distributor Reseller upon request.

5.2 Distributor Reseller will provide to FAI, for prior review and written approval, all promotional, advertising, and other materials developed by Distributor Reseller that use or display any of the FAI Trademarks. Distributor Reseller agrees to change or correct, at Distributor Reseller's expense, any such materials, which FAI in its sole judgment determines to be inaccurate, objectionable, misleading, or a misuse of any of the FAI Trademarks. No rights are granted to the Distributor Reseller to use any trademarks, service marks, or trade names of FAI or of any third parties, except as provided herein.

5.3 Distributor Reseller may refer to itself within the Territory during the term of this Agreement as an Authorized FAI Distributor Reseller solely in connection with Products resold by Distributor Reseller under this Agreement.

5.4 Upon the termination or expiration of this Agreement for any reason, Distributor Reseller will immediately cease referring to itself as an Authorized FAI Distributor Reseller, and will immediately cease using any of the FAI Trademarks except on Products that remain in possession of Distributor Reseller. Distributor Reseller will also, at its own expense, promptly return to FAI or destroy all materials in its possession or control employing any FAI Trademarks except those reasonably required to fulfill Distributor Reseller's warranty service obligations, if any, which materials will be returned to FAI or destroyed upon completion of such warranty obligations.

5.5 Distributor Reseller recognizes FAI's ownership and title to the FAI Trademarks and the goodwill attaching thereto, and agrees that any goodwill that accrues from Distributor Reseller's use of the FAI Trademarks will vest in and be the property of FAI. Distributor Reseller further agrees not to contest or take any action to contest any of the FAI Trademarks or to use, employ or attempt to register any trademarks or trade names that are similar to or may dilute the FAI Trademarks.

6. Warranties

6.1 For each Product, FAI provides a specified warranty to the original End User purchaser, and in the case of Third Party Products may include a warranty statement from the third party manufacturer or licensor. Distributor Reseller is not authorized to offer any other warranty regarding Products on FAI's behalf, whether written or oral, without FAI's prior written consent. FAI will provide to Distributor Reseller upon request a copy of the applicable warranty statement(s).

6.2 THE WARRANTIES REFERRED TO ABOVE, AND THE OBLIGATIONS THEREUNDER, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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7. Confidential Information

7.1 Distributor Reseller agrees to use FAI's Confidential Information (as defined below) only as authorized in this Agreement and to use diligent efforts, and at least the same degree of care that Distributor Reseller uses to protect its own Confidential Information, to prevent unauthorized use, dissemination and disclosure of FAI's Confidential Information during the Term of this Agreement and for three (3) years following the expiration or termination of this Agreement.

7.2 Confidential Information is defined as: (a) this Agreement, including all Exhibits or amendments; (b) all information related to FAI's past, present or future business activities, including pricing, product and marketing plans, unless and until publicly disclosed; (c) all information of a technical nature regarding the Products, including designs, drawings, manufacturing processes and procedures, trade secrets, specifications, schematics, mechanical and engineering drawings, and engineering documentation, except for any such information that is intended by FAI to be distributed or disclosed to Distributor Reseller's customers; (d) any and all methods, algorithms, techniques and processes contained in or related to the software contained in the Products; (e) all non-public financial and administrative information concerning FAI; and (f) any other information designated by FAI in writing as confidential or proprietary.

7.3 Confidential Information does not include any information that is: (a) publicly known at the time of disclosure or becomes so at a future date (otherwise than as a breach of this Agreement); (b) already known to Distributor Reseller at the time of disclosure and so identified by Distributor Reseller in writing at the time of disclosure; or (c) independently developed by Distributor Reseller without use of Confidential Information.

7.4 Except as specified herein, Distributor Reseller will not disclose any Confidential Information without the prior written consent of FAI, except as required by law or pursuant to the lawful request of a governmental agency. Distributor Reseller agrees to notify FAI promptly prior to any disclosure required by law or pursuant to request of a governmental agency.

7.5 Upon termination or expiration of this Agreement for any reason, Distributor Reseller will deliver to FAI all Confidential Information, including all copies contained on any storage or recording medium whatsoever.

8. Termination

8.1 Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party.

8.2 Either party may terminate this Agreement for cause by giving the other party written notice of the other party's breach of any obligation under this Agreement. Such termination will become effective ten (10) days after receipt of such notice, unless the breach is cured within such ten (10) day period.

8.3 FAI may terminate this Agreement immediately on written notice to Distributor Reseller in the event that: (a) a trustee or receiver is appointed for Distributor Reseller for any or all of Distributor Reseller's assets; (b) Distributor Reseller becomes insolvent or unable to pay debts as they mature, or ceases to pay such debts, or makes an assignment for the benefit of creditors; (c) Distributor Reseller is dissolved, liquidated, or wound-up, or undertakes to do so; (d) there is any material change in the management or control of Distributor Reseller; (e) there is any transfer of a substantial part of Distributor Reseller's business, whether by sale of stock, assets, merger, consolidation, bulk transfer under the U.C.C. or otherwise; (f) FAI learns that Distributor Reseller has made any material misrepresentation in its application to become a distributor reseller; (g) FAI learns that Distributor Reseller's agreement with Distributor has been terminated or suspended, or (h) FAI learns that Distributor Reseller has violated the restrictions respecting End User Markets to be served.

8.4 Upon termination of this Agreement, Distributor Reseller shall, at its own expense, immediately return to FAI all materials, documents, data, catalogues, price lists, brochures, designs, and drawings provided by FAI or its Affiliates (including any copies in whole or in part made by Distributor Reseller), any documents or data prepared by Distributor Reseller reflecting such items, and any property of FAI then in Distributor Reseller's possession.

9. Limitation of Remedies

9.1 IN NO EVENT WILL FAI BE LIABLE TO DISTRIBUTOR RESELLER FOR ANY LOST PROFITS, LOST OPPORTUNITIES, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF FAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FAI BE LIABLE TO DISTRIBUTOR RESELLER FOR ANY DAMAGE OR LOSS IN EXCESS OF THE TOTAL PURCHASE PRICE PAID BY DISTRIBUTOR RESELLER TO DISTRIBUTOR FOR THE PRODUCT (S) GIVING RISE TO SUCH DAMAGE OR LOSS.

9.2 IN NO EVENT WILL FAI BE LIABLE FOR ANY CLAIM AGAINST DISTRIBUTOR RESELLER BY ANY OTHER PARTY, EXCEPT AS REQUIRED BY LAW.

9.3 DISTRIBUTOR RESELLER ACKNOWLEDGES THAT IN THE EVENT OF TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF, DISTRIBUTOR RESELLER SHALL HAVE NO RIGHT TO DAMAGES OR INDEMNIFICATION OF ANY NATURE AS A RESULT OF SUCH TERMINATION, WHETHER BY WAY OF LOSS OF GOODWILL, FUTURE PROFITS, OR REVENUE, OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS, OR OTHER COMMITMENTS MADE BY DISTRIBUTOR RESELLER, OR OTHERWISE.

10. Export Control

10.1 Reseller acknowledges that Products and technical data provided by FAI are subject to United States export control regulations. Exportation, re-exportation or diversion contrary to U.S. law is prohibited, and exports by Distributor Reseller may not occur without FAI's written consent. Distributor Reseller shall defend and hold FAI harmless from any claims, damages or liability resulting from a breach of the foregoing.

11. General

11.1 This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior and contemporaneous discussions, understandings, and agreements regarding such subject matter. This Agreement may not be modified or amended except in a writing signed by authorized representatives of both parties.

11.2 Distributor Reseller's rights and obligations under this Agreement may not be assigned, delegated, or transferred in any manner without FAI's written consent. Any attempted assignment by Distributor Reseller will be void.

11.3 No waiver by either party of any right arising from a breach of this Agreement will be construed as a continuing waiver, nor will failure to assert a breach or enforce rights be deemed to waive that breach or right, or any other breach or right, then or in the future.

11.4 Distributor Reseller is an independent contractor and is not a legal representative or agent of FAI for any purpose whatsoever. Distributor Reseller agrees not to make any warranties or representations without FAI's express authorization, or to create any other obligation on FAI's behalf.

11.5 All notices and other communications required by this Agreement will be in writing, and will be addressed to the receiving party at the addresses set forth at the top of this Agreement or at such other address as has been communicated in writing to the sending party. Such notice or communication will be deemed given: (a) when personally delivered to the receiving party; (b) two days after being sent to the receiving party by commercial overnight courier; or (c) five days after being sent by postage prepaid registered or certified U.S. mail.

11.6 This Agreement will be governed by and construed in accordance with the laws of the State of California (excluding its choice of law rules). Any controversy arising out of or relating to this Agreement shall be settled by binding arbitration in Santa Clara County, California under the auspices of the American Arbitration Association ("AAA"), in accordance with the AAA's Commercial Arbitration Rules then in effect. The prevailing party in any arbitration or other legal proceeding shall be entitled, in addition to any other rights or remedies it may have, to reimbursement of all reasonable expenses incurred thereby, including reasonable attorneys' fees, arbitrator's fees, and witness fees including those of expert witnesses.

11.7 Neither party may claim damages or terminate this Agreement because the other failed in or delayed performance (other than for payment of monies due) due to circumstances beyond its reasonable control, including but not limited to labor disputes, strikes, lockouts, shortages or inability to obtain labor, energy, components, raw materials or supplies, war, riot, epidemic, fire, flood, earthquake, acts of God, governmental action, or any other circumstance beyond the control of the non-performing party.

11.8 If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions will in no way be affected or impaired thereby.

11.9 The rights and obligations of the parties that by their nature are intended to survive expiration or termination of this Agreement will survive expiration or termination of this Agreement.

Intending to be legally bound, Distributor Reseller agrees to these terms and conditions, and evidences its consent by clicking the "Accept" option below.

EXHIBIT A

EXHIBIT A Products: All FAI Products approved by FAI from the categories below, as set forth in the Product Lists accessible at the following URL accessible by password from and with necessary instructions provided by FAI: solutions.us.fujitsu.com PCs Servers Storage Retail POS