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Sample Business Contracts

Distribution Agreement - Global Wireless Services Inc. and Winfield Entertainment Group

Exhibit 10.1 - Distribution Agreement with Winfield Entertainment Group, Inc.


DISTRIBUTION AGREEMENT

THIS AGREEMENT made as of the date February 28-2001, between Global Wireless Services, Inc., a British Columbia corporation, having its principal place of business in Vancouver, British Columbia (hereinafter called the "Manufacturer") and Winfield Entertainment Group, having his principal place of business in Burnaby, B.C (hereinafter referred to as the "Distributor")

BACKGROUND

Manufacturer has developed a wireless data product that is
used to monitor vending equipment and other such locating
devices yet to be defined.

Distributor is in the business of selling and supporting
vending machines.

Manufacturer wishes to grant an exclusive license to the
Distributor respecting the distribution of Products (as
defined below) within the Territories (as defined below) and
the Distributor wishes to act as exclusive distributor of
such Products within the Territories (as defined below).

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and intending to be legally bound, the parties agree as follows.

The following expressions shall have the indicated meanings and grammatical variations of such words and terms shall have corresponding meanings, unless there is something in the subject matter or context inconsistent therewith:

"Agreement", "this Agreement", "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions refer to the Distribution Agreement and not to any particular Article, Section, subsection, clause, subclause or other portion hereof and include any and every amending agreement and agreement supplemental or ancillary hereto;

"License" means the exclusive license granted by the Manufacturer to the Distributor pursuant to Section 2.1;

"Products" means the products relating to the System, which are more particularly described in Schedule "A" as the same may be updated from time to time, as herein contemplated;

"Sale Prices" means the Product prices set forth in Schedule "B", FOB the Manufacturer's distribution facility, as the same may be updated from time to time by the Manufacturer in its discretion;

"Technical Information: means all present and future drawings, designs, manufacturing and material specification, apparatus, data technical data, information relating to the Products developed by the Manufacturer;

"Territories" means the geographic areas set forth in Schedule "C"

"Warranty" means the warranty of the Manufacturer in respect to the Products the text of which is set out in Schedule "D", as such warranty may be updated from time to time;

1.2 SCHEDULES

The following are the Schedules attached to and forming part of the Agreement:

SCHEDULE DESCRIPTION

A Products
B Sale Prices
C Territories
D Warranty
E Purchase Quotas


1.3 CURRENCY All payments contemplated by this Agreement shall be made in, and all dollar amounts referred to in this Agreement are stated in US funds for the US and Canadian Funds for Canada.

1.4 NUMBER, GENDER, ETC. Words importing the singular number only shall include the plural, and vice versa, words importing the masculine gender shall include the feminine gender and neuter gender and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, government board, agency or instrumentality.

1.5 HEADINGS The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of the Agreement or any provision hereof.

1.6 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, the federal laws of Canada applicable therein and the parties hereto do hereby irrevocably attorney to the jurisdiction of the courts of the Province of British Columbia

1.7 SEVERABILITY If any provision of these Agreement shall be found to be invalid, illegal or unenforceable by reason of any determination made by a court of competent jurisdiction or any governmental authority having jurisdiction in the circumstances, such provision shall be severed from this Agreement and the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

1.8 ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties relating the subject matter hereof.

1.9 AMENDMENTS No amendments or modifications of this Agreement, with the exception of those modification to Schedules A and B contemplated by this Agreement, shall be binding unless in writing, signed by the parties hereto.

1.10 TIME OF THE ESSENCE Time shall be of the essence of this Agreement.

1.11 BINDING NATURE This Agreement shall be binding upon the permitted assigns and successors of the parties hereto.

1.12 COUNTERPARTS This agreement may be executed in several counterparts each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same agreement, which shall be sufficiently evidenced by any such original counterpart.

1.13 ASSIGNMENT The Distributor shall be entitled to assign, transfer, hypothecate or pledge this Agreement with Global Wirless Services. Inc consent.

1.14 FURTHER ASSURANCES The parties hereby agree to execute and deliver such further and other documents and perform or cause to be performed such further acts and things as may be necessary or desirable to give full effect to this Agreement.

1.15 FORCE MAJEURE The Manufacturer shall not be responsible for and shall have no liability for any failure on its part to perform or abide by any provision of this Agreement if such failure arises by reason of the occurrence of an act of force majeure. For the purposes of this section, "force majeure" shall mean any of the following:

an act of God,
an outbreak of hostilities, riot, civil disturbance or
an act of terrorism,
the act of any government of a governmental agency or
authority,
fire, explosion, flood,
theft, malicious damage, strike, lock-out or industrial
action of any kind, or
any cause or circumstance whatsoever beyond the
Manufacturer's reasonable control.

If the Manufacturer is prevented, by reason of an event of force majeure, from performing or abiding by any of the provisions of this Agreement, the Manufacturer will use reasonable commercial efforts to partially perform and abide by such provisions to the extent practicable have regard to the event of force majeure.

1.16 SET OFF Whenever any sum of money shall be payable by the Distributor to the Manufacturer, the same may be deducted by the Manufacturer from any sum then payable or which thereafter may become payable to the Distributor by the Manufacturer.

1.17 REMEDIES CUMULATIVE The rights and remedies of the parties under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies a part may have at law or in equity. No exercise by a party of any right or remedy under this Agreement or at law or in equity shall (save to the extent expressly provided herein, if any) operate so as to hinder or prevent the exercise by it of any other right or remedy.

2 LICENSE

2.1 GRANT OF LICENSE Subject to the terms of this Agreement the Manufacturer hereby grants to the Distributor the exclusive right to sell Product within the Principal Territories. The Distributor shall have the exclusive right to appoint or sell Products to any sub- distributor of the Distributor without the prior consent of the Manufacturer. Manufacturer shall refer to the Distributor all inquiries or orders in respect of Product received from persons residing or carrying on business within any of the territories. The Distributor shall not solicit business from or sell Products to persons residing or carrying on business outside of the Principal Territories and will refer to the Manufacturer all inquiries or orders received from persons residing or carrying on business outside of the Principal Territories. The Distributor will be involved in negotiations securing other Distributors for the Secondary Territories.

2.2 PROTECTION OF TERRITORY The Manufacturer will use reasonable commercial efforts to protect the Territories but cannot guarantee to prevent the shipment into any of the Territories of Products sold outside of the Territories by it or to their parties and shall not be held responsible therefor unless Products are supplied by the Manufacturer to persons residing or carrying on business outside of the Territories with knowledge that such Product will be shipped into one of the Territories.

2.3 TECHNICAL INFORMATION AND TRADEMARKS The parties acknowledge that the Distributor will require access to the Technical Information and the right to utilize the TradeMarks in connection with the sale of Products within the Territory. The Manufacturer shall make the Technical Information available to the Distributor and permit the Distributor to use the TradeMarks.

2.4 DEVELOPMENTS RELATING TO THE PRODUCTS It is acknowledged that the Manufacturer may change, modify or improve the Products or the Technical Information from time to time during the term of the License. The Manufacturer shall make any such changed, modified or improved Products and Technical Information available to the Distributor (subject to the terms and conditions of this Agreement) and Schedules "A" and "B" shall be modified accordingly.

3 SALE OF PRODUCTS FROM THE MANUFACTURER TO THE
DISTRIBUTOR

3.1 PURCHASE AND SALE OF PRODUCTS The Distributor shall purchase all Products required by it for any purpose from the Manufacturer.

3.2 MINIMUM PURCHASE REQUIREMENTS The Distributor shall, in respect of each of the Territories and during each year of the term of the License (and thereafter if such License is extended), purchase Products from the Manufacturer (and make payment in respect of the same) in not less than the amounts set forth in Schedule E.

3.3 TERMS OF SALES The following conditions shall apply in respect of all sales of Products by the Manufacturer to the Distributor hereunder:

all orders for Products submitted by the Distributor
shall be on forms furnished by or acceptable to the
Manufacturer;

the Distributor shall place orders in sufficient time in
advance of its need in order to facilitate orderly
delivery of Products by the Manufacturer;

all orders shall be deemed to incorporate the terms and
conditions of this Agreement;

the price to be paid by the Distributor for Products
shall be the Sale Prices relating thereto;

payment by the Distributor for any particular shipment of
Products shall be made by way of check or bank draft,
which shall be sent by overnight courier to the
Manufacturer upon receipt by the Distributor of
funding from its third party finance company
following installation of Manufacturer's product.

(i) unless otherwise negotiated with respect to specific
orders, the Manufacturer shall use its best efforts
to deliver all Products within forty-five (45)
calendar days from the date of actual receipt of the
applicable order from the Distributor; (ii) the
Manufacturer shall not be responsible for any failure
or delay in delivery of any Products due to
circumstances beyond its control; (iii)the
Distributor shall within thirty (30) days of receipt
of any Products at the designated location for
delivery notify the Manufacturer in writing of all
shortages and/or damages claimed to have existed at
the time such Products were shipped from the
Manufacturer's distribution facility; (iv) the
Manufacturer shall not be responsible for shortages
and/or damages when notice is not given within thirty
(30) days after receipt of Products as provided
above; (v) the Manufacturer shall, if such shortage
or damage is verified by it, use, its best efforts to
deliver replacement Products to the Distributor, at
no additional cost to the Distributor, within five
(5) days of receipt of the notice from the
Distributor. It is understood that the Manufacturer
shall be responsible for any failure of delay in
delivering replacement products. However,
Manufacturer shall not be responsible for any losses
of or damages to Products occurring after the same
are shipped from the Manufacturer's distribution
facility so long as the Products are shipped in a
commercially reasonable manner;

the parties acknowledge and agree that, other than the
Warranty, there are no express or implied warranties
of any nature or kind whatsoever made by the
Manufacturer to the Distributor with respect to the
Products, including, without limitation, any warranty
of merchantability, quality or fitness for any
particular purpose and, except as the result of
Manufacturer's negligence, Manufacturer shall have no
liability or responsibility to the Distributor for
special or consequential damages including, without
limitation, losses of profits or anticipated profits,
and

legal title and risk of loss or damage, to all Product
shall remain the responsibility of the Manufacturer
until the time of shipment of the Products from the
Manufacturer's distribution facility if and only if
the Products are shipped in a manner specified by
Distributor.

3.4 MODIFICATION OF SALE PRICES The parties understand that the manufacturing cost and possibly airtime costs will decrease and, as such the price will decrease by the same amount. Otherwise, Manufacturer shall have no right to change the Sale Price relating to any of the Products. The Manufacturer shall notify the Distributor in writing (in accordance with Section 12.1) as the Sale Prices are amended from time to time and Schedule "B" shall be deemed to be amended accordingly with effect on all orders for Products delivered to the Manufacturer subsequent to the date that is thirty (30) days after receipt by the Distributor of such notice of amendment of the Sale Prices.

4 DISTRIBUTOR'S OBLIGATIONS

4.1 PROMOTION, MAINTENANCE, OFFICES Distributor promises to use reasonable commercial efforts to promote, at its own expense, the sale of the Products within the Territories, to provide maintenance for Products sold, leased or otherwise distributed within any of the Territories on a basis consistent with good business practice and to maintain within the Territories one or more offices, which shall be open during normal business hours;

4.2 MANUFACTURER'S GOODWILL & REPUTATION Distributor promises to avoid any sales policies, trade practices and advertising that would be injurious to the reputation and goodwill of the Manufacturer of which would constitute a breach of applicable law;

4.3 AGENCY Distributor promises that it shall not represent itself as the Manufacturer's agent for any purpose and shall not incur any obligations or make any promises or representations on the Manufacturer's behalf;

4.4 LICENSES & REGISTRATIONS Distributor promises that it will obtain and maintain all licenses and registrations necessary to permit it to distribute Products within the Territories as contemplated by this Agreement and to deliver to the Manufacturer, upon Manufacturer's request, a copy of all such licenses or registrations and to forthwith notify Manufacturer of the cancellation, suspension or modification of any such license or registration;

4.5 WARRANTEE Distributor promises that it will deliver or cause to be delivered a copy of the Warranty to each purchaser of Products sold pursuant to this Agreement.

5 REPRESENTATIONS AND WARRANTIRES OF THE MANUFACTURER

5.1 DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES The Manufacturer represents and warrants as follows, and acknowledges that the Distributor is relying upon such representations ad warranties:

the Manufacturer is a corporation duly incorporated and validly
subsisting, with the requisite corporate power and
capacity to enter into and perform all of its obligations
under this Agreement;

this Agreement has been duly executed and delivered by the
Manufacturer;

the execution, delivery and performance of this Agreement have
been duly and validly authorized by all requisite
corporate action on the part of the Manufacturer; and

the consummation of the transactions contemplated herein will
not violate nor be in conflict with any provision of the
Manufacturer's by-laws or any agreement or instrument to
which the Manufacturer is a party of is bound, or any
judgment, decree, order, statute, rule or regulation
applicable to the Manufacturer.

5.2 SURVIVAL Notwithstanding anything to the contrary herein, express or implied, it is expressly agreed and understood that the foregoing representations and Warranties are true on the date hereof and shall continue and remain in full force and effect for the benefit of the Distributor.

6 REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR

6.1 DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES The Distributor hereby represents and warrants as follows, and acknowledges that the Manufacturer is relying upon such representations and warranties:

The Distributor will incorporate a corporation that will be
duly incorporated and validly subsisting under the laws of
its jurisdiction of incorporation, with the requisite
corporate power and capacity to carry on its business and
to enter into and perform all of its obligations under the
Agreement;

this Agreement has been duly executed and delivered by the
Distributor;

The consummation of the transactions contemplated by this
Agreement will not violate, nor be in conflict with, any
provision of the Distributor's by-laws, or any agreement
or instrument to which the Distributor is a party or by
which it is bound, or any judgment, decree, order,
statute, rule or regulation applicable to the Distributor;
and

The execution, delivery and performance of this Agreement and
the transactions contemplated hereby have been duly and
validly authorized by all requisite corporate action on
the part of the Distributor.

6.2 SURVIVAL Notwithstanding anything to the contrary herein, express or implied, it is expressly agreed and understood that the foregoing covenants, representations and warranties are true on the date hereof and shall continue and remain in full force and effect for the benefit of the Manufacturer.

7 COVENANTS OF THE MANUFACTURER
7.1 MARKETING MATERIALS The Manufacturer hereby agrees that it shall, at no cost to the Distributor, from time to time provide the Distributor with examples of marketing materials utilized by the Manufacturer, including layouts, catalogs, brochures and similar information concerning the Products, as requested by the Distributor, in order to assist the Distributor with the sale of the Products in the Territories.

8 ADDITIONAL COVENANTS OF THE DISTRIBUTOR
8.1 INITIAL MARKETING OF PRODUCTS Prior to the date that Products are available for commercial distribution, the Distributor will use reasonable commercial efforts to introduce the System and the Products to potential users, for the purpose of obtaining expressions or indications of interest.

8.2 TAXES, ETC. The Manufacturer and Distributor shall be equally responsible for and shall pay all sales, use, customs, import or other similar taxes, fees or charges that may be applicable in respect to the purchase and delivery of Products pursuant to this Agreement.

9 TRADE MARKS AND TRADE NAMES
9.1 GENERAL The Distributor is granted no right, title or interest in the TradeMarks or any name used in respect of the System or the Products except for the rights provided for in Article 2 of the Agreement. Upon termination of this Agreement, the Distributor will immediately cease the use of all of the names or TradeMarks referred to above or any near resemblance thereto as might be calculated to deceive purchasers or prospective purchasers of Products or users of the System.

9.2 INFRINGEMENT OF TRADEMARKS ETC. In the event that the Distributor becomes aware of any infringement of the Technical Information or TradeMarks it shall immediately provide the Manufacturer with written notice thereof.

10 INDEMNIFICATIION
10.1 INDEMNITY Each Party hereto, hereby covenants and agrees to indemnify and save harmless the other from and against any and all liabilities, losses, costs (including, without limitation, legal fees on a solicitor and his own client basis), claims or damages of any nature whatsoever suffered or incurred by one Party arising out of or resulting from any representation or warranty of that Party being untrue or misleading in any material respect or any breach by that Party of any of its covenants contained in the Agreement.

11 TERM AND TERMINATION
11.1 TERM This Agreement shall be deemed to have come into force as of the day and year first above written and the License shall remain in full force and effect for a period of five (5) years from the date on which the Manufacturer notifies the Distributor that Products are available for commercial distribution, unless terminated earlier, in whole or in part, in accordance with this Agreement. If, upon the expiration of such five (5) year term, the License has not been terminated by either party pursuant to section 11.2 it shall be automatically renewed in respect of those territories in which the License is then in effect for a period of one year and thereafter from year to year unless terminated by either party pursuant to section 11.2(b) below.

11.2 TERMINATION The License shall be terminable upon the occurrence of any of the following events:

By the Manufacturer, in respect of any particular
Territory, in the event that the Distributor fails to
meet targets established pursuant to Section 3.2
relating to the purchase of and payment for Products by
the Distributor for that Territory;

By either party upon the appointment of a receiver or a
trustee in bankruptcy for the whole or any part of the
assets of the other part of if an order is made or
resolution is passed for the winding-up of such other
party;

By either party upon the failure of the other party to
comply with any of its material obligations hereunder
where such failure continues for a period of thirty
(30) days after receipt of written notice from the non-
defaulting party detailing such breach and requesting
that the same be remedied;

By the Manufacturer upon any voluntary abandonment of the
License by the Distributor, including acts or omissions
indicating a willingness, desire or intent to
discontinue operations pursuant to the License or a
disregard for the operation of the business established
by the Distributor pursuant hereto;

11.3 SURVIVAL OF CERTAIN PROVISION Articles 1,5,6,8 and 9 and Section 15.1 shall survive the termination of the License for any reason whatsoever.

11.4 PROCEDURES FOLLOWING TERMINATION Upon termination of the Distributor for any reason:

All unfilled orders of the Distributor for Products from
the Manufacturer shall be canceled without liability on
the part of either party, provided that where there
would be a mutual advantage to fill some or all of such
orders this may be done at the option of the
Manufacturer and such act shall not be construed as an
extension of renewal of the License or as a waiver of
termination, but nevertheless all such transactions
shall be governed by terms identical with the terms of
this Agreement;

The Distributor shall remove and discontinue the use of
all signs, stationery, advertising and other material
and refrain from conduct that would make it appear to
the public that the Distributor is still a distributor
of the Products, however, if the License is terminated
for any reason by either party, the Distributor shall
not be prevented from selling any Product purchased
from the Manufacturer during or after the term of this
Agreement;

The Distributor shall return to the Manufacturer all
written documents or materials furnished to it by the
Manufacturer relating to the Products or the System;
provided that if the License is terminated only with
respect to a particular Territory pursuant to
Subsection 11.2(a), the foregoing procedures need only
be adhered to in respect of that Territory and provided
further that the foregoing procedures shall not apply
in respect of any Territory or Territories if the
parties determine that the Distributor will continue to
distribute Products therein on a non-exclusive basis.

12 NOTICE
12.1 FORM OF NOTICE, ETC. Any notice required or permitted to be given to a party hereunder shall be in writing and may be given by personal delivery, by courier, by mailing the same postage prepaid or by facsimile or other electronic transmitting device to the president at the address of such party as follows:

Global Wireless Services, Inc. 401-343 Railway Street Vancouver, B.C., Canada, V6A 1A4 PH 604 408 1432 FAX 604 408 1496 Winfield Entertainment Group ------------------------------ Burnaby, B.C., Canada PH 604-515-5355

Any notice aforesaid, if delivered personally or by courier or transmitted by facsimile shall be deemed to have been received on the date of delivery or transmission and if mailed shall be deemed to have been received on the fifth business day following the date on which it was mailed. Any party may change its address for service from time to time by notice given in accordance with this Section 12.1

13 RELATIONSHIP OF PARTIES
13.1 NO AGENCY, ETC. Nothing herein shall be construed in any manner to constitute the Distributor as an agent or partner of the Manufacturer or the Manufacturer as an agent or partner of the Distributor. It is expressly understood and agreed that the Distributor and the Manufacturer shall at all times by independent contractors. Except as specifically contemplated herein, the Distributor and the Manufacturer shall not act, or attempt to act, directly or by implication, as an agent of the other or in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in the name of the other.

14 INSURANCE
14.1 GENERAL Each party shall, at its own expense, obtain and maintain during the term of the License and any renewal thereof, insurance policies reasonably satisfactory to the Manufacturer. Each Party shall furnish the other, upon request, with a Certificate of Insurance (or a copy thereof) evidencing the existence of the insurance policy referred to above.

15 NON-COMPETITION
15.1 NON-COMPETITION DURING TERM OF AGREEMENT During the term of this Agreement, neither party shall, individually or in conjunction with any other person, firm, partnership, corporation or other third party, as principal, agent, shareholder, director, employee or guarantor or in any other manner whatsoever, directly or indirectly carry on, be engaged in, concerned with or interested in or advise in the operation of any business utilizing a system similar to the System of sells products similar to the Products. For greater certainty, the parties hereby acknowledge and agree that the continued distribution by the Distributor of the products currently distributed by the Distributor shall not be considered to be in breach of the foregoing covenant.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement as of the date first above written

Global WIRELESS SERVICES, INC.

By: _______________________________
Dan Mercier President



______________, ___

By:________________________________
Winfield Entertainment Group SCHEDULE "A"

PRODUCTS

Description of Product: Vending Monitoring Device Using Wireless Technology This product consists of three components: Wireless Remote Unit: It consists of the following
components: Box, PCB, controller, radio, components,
cabling, relay, and transformer. Other components will
be added as the product evolves and customizations are
introduced. Also included is downloadable firmware. Monitoring station: The monitoring station will operate
software developed by Global Wireless System. This
software will allow a customer to observe the status of
all equipped with a Wireless Remote Unit.

Exclusive Product Wireless Vending Monitoring Solution

(a) For the use in existing vending machines

(b) For use in newly manufactured vending machines that do
not include a similar device SCHEDULE "B"

SALE PRICES

The foregoing prices do not include any sales, use, excise, customs, import or similar taxes, fees or charges, all of which are to be paid equally by the Manufacturer and Distributor pursuant to Article 8.


SCHEDULE "C" TERRITORIES

Principal Territory: Canada.

Secondary Territory: U.S.A. To be dealt with later.



A Principal territory is defined as a territory where the Distributor has direct contact with the customer and may at times do business through another distributor.

SCHEDULE "D" Warranty Policy

Global Wireless Services, Inc. (20/20) provides limited warranties for hardware and software.

A. HARDWARE

Coverage:
Global warrants that the equipment, parts and accessories
manufactured by Global will:

be free from defects in material and workmanship
furnished by Global and used in the fabrication thereof
perform in accordance with 20/20's published
specifications

Period of Coverage:
Globals warranty period to distributors and end users is
(12) months from date of shipment from Globals's facilities
in Vancouver, Canada. All defective products must be
returned to Global Wireless Services, Inc., Vancouver, BC,
Canada, within this period.

An optional Extended Warranty is available on all new Global
manufactured hardware if purchased at the time of original
equipment purchase. This Extended Warranty extends the
basic warranty for an additional twelve months, giving an
effective warranty period of twenty-five months from
shipment. Pricing for the optional Extended Warranty can be
obtained from your Global Sales Representative.

Extent of Coverage: The extent of Global's liability under this warranty as to
any such defects is expressly limited to correction, repair
or replacement of the Global manufactured equipment which is
defective. All such correction, repairs or replacement
shall be accomplished through the Global factory to ensure
that the equipment, part or peripheral involved will meet
our repair specification, and ensure that the unit under
repair will not be kept out of service longer than is
reasonably necessary. Modifications authorized by Service
Bulletins and implemented by the Customer will not affect
the warranty if installed in accordance with the
Modification Kit Instructions.

What is Not Covered: Global will, as to each and every defect, be relieved of all
obligations and liability under the warranty, if:

The equipment is operated with any accessory, equipment
or part not specifically approved by Global and not
manufactured by Global, or to Global's design and
specification.

The equipment was not installed, operated or maintained
in accordance with Global's published specifications.

The equipment was installed by someone other than
Global's factory trained and certified technicians.

The equipment was installed by someone other than a
technician trained by a Global authorized trainer.

The equipment was repaired, altered or modified without
Global's approval.

The equipment is not, within the applicable warranty
period, returned to Global's repair facility in
Vancouver, BC, Canada, ______________, ___,.

B. SOFTWARE

Coverage: Global warrants that Global developed software will perform
in accordance with 20/20's published specifications. This
warranty also covers:

physical defect in software disks

Period of Coverage: Global's software warranty is limited to defects detected
and reported within twelve months of original shipment.

Extent of Coverage: The extent of Global's liability under this warranty as to
such defects is expressly limited to the correction, repair
or replacement of Global software.

C. ORIGINAL EQUIPMENT MANUFACTURER (OEM) EQUIPMENT

Warranty coverage on equipment not manufactured or branded
by Global is limited to the coverage provided by the
manufacturer of equipment.

Upon request, Global will make every reasonable effort to
give that manufacturer's warranty information to Global
customers. This coverage will not necessarily coincide with
the warranty provided by Global on equipment of Global
manufacture.




LIMITATION OF LIABILITY

THE ABOVE WARRANTIES ARE THE FULL EXTENT TO WHICH Global WARRANTS ITS PRODUCTS AND SOFTWARE. NO OTHER WARRANTY TO PURCHASERS IS EXPRESSED OR IMPLIED. Global SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANT-ABILITY AND FITNESS FOR A PARTICULAR USE.

THE LIABILITY OF Global FOR DAMAGES, OTHER THAN FOR PERSONAL INJURY OR PROPERTY DAMAGE, RELATING TO 20/20's ALLEGED FAILURE OF PERFORMANCE HEREUNDER OR ANY ALLEGEDLY DEFECTIVE PRODUCT OR SOFTWARE, WILL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE LIMITED TO THE ACTUAL PRICE PAID BY THE PURCHASER OF SUCH PRODUCT OR SOFTWARE, AND WILL IN NO EVENT INCLUDE INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF GLOBAL IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

SCHEDULE "E" PURCHASE QUOTAS

Quota

*Year 1 1000 Year 2 3500 Year 3 10,000 Year 4 15,000 Year 5 20,000

*Year 1 begins 30 days after delivery of first commercial Vending Wireless Monitoring unit by issued purchase order or 90 days after signing of this distribution agreement.