Sample Business Contracts

Master Distributor Agreement - Artera Group Inc. and Spyder Technologies Group LLC

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                          MASTER DISTRIBUTOR AGREEMENT
            (United States, Canada, South America & Central America)

     Master Distributor Agreement ("Agreement"),  dated as of September 1, 2003,
between  Artera  Group,  Inc.  ("Artera"),  a Delaware  corporation,  and Spyder
Technologies    Group,   LLC,   a   Connecticut    limited   liability   company

     WHEREAS,  (i)  Artera  is  engaged  in the  development,  distribution  and
operation  of Internet and Intranet  infrastructure  technologies,  products and
services,  (ii)  Distributor  is engaged in the  distribution  and  marketing of
Internet  and  Intranet  technologies,  products  and  services  to  or  through
resellers thereof and (iii) Distributor  desires to obtain from Artera the right
to distribute and market certain of Artera's products,  and Artera is willing to
grant such right, subject to the terms and conditions of this Agreement;

     NOW,  THEREFORE,  in  consideration  of the  covenants  herein,  and  other
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:


As used herein, the terms described below have the following meanings:

1.1  "Affiliate"  shall  mean  any  entity  that,  directly  or  indirectly,  is
     controlled  by, in control of or under common control with the entity as to
     which the term "Affiliate" is used.

1.2  "CRM System" shall mean Artera's customer relations  management system that
     as a part of the Service  support system allows  Subscribers of Distributor
     or its Resellers to be uniquely  identified  from other  subscribers to the
     Service and allows  Distributor,  Resellers  and Artera to  interface  with
     Artera's  records to initiate and authenticate  Subscriptions,  activate or
     deactivate Subscribers' access to the Data Center and bill Subscribers.

1.3  "Data Center" shall mean the hardware, software and bandwidth providing the
     Internet-side data optimization functions for the Service.

1.4  "Deliverables" shall mean the materials described on Schedule 4.3 hereto to
     be delivered by Artera to Distributor under Section 4.3 hereof.

1.5  "End User" shall mean a client computer of an individual  user,  configured
     to utilize the Service under a  Subscription.  In the case of a residential
     Subscriber,  the End  User is also the  Subscriber.  In the case of a Small
     Business  or  Government  Entity  Subscriber,  the End  User is the  client
     computer of the individual  user of the Service rather than the subscribing
     business or entity itself.

1.6  "Government Entity" shall mean a Federal, state, provincial, local or other
     governmental  unit or  authority,  or a  department,  division  or  segment

1.7  "Know-how",  in general, shall have its usual meaning, that is, among other
     things,  all  factual  knowledge  and  information  not capable of precise,
     separate description but that, in accumulated form, after being acquired as
     the result of trial and error,  gives one an


     ability to produce and market  something that one otherwise  would not have
     known  how  to  produce  with  the  accuracy  or  precision  necessary  for
     commercial success.

1.8  "Level 1  Support"  shall mean  support  for  Subscribers  and End Users as
     described in Schedule 1.8.

1.9  "Level 2 Support" shall mean support for  Distributor  and the Resellers to
     assist them in providing Level 1 Support.

1.10 "License Fee" shall mean any license fee payable by  Distributor  to Artera
     under Section 3.1 hereof.

1.11 "Reseller"  shall mean a person or entity that,  under the auspices of this
     Agreement,  enters into an agreement for the resale or  distribution of the
     Service  to  Subscribers  in  the  Territory  or  to  other  Resellers  (as
     subdistributors) that perform such resale or distribution to Subscribers in
     the Territory.

1.12 "Protected  Account"  shall mean a person or entity named in Schedule  2.2,
     with  respect  to which the  parties'  rights and  obligations  shall be as
     described in Section 2.2 and Schedule 2.2 of this Agreement.

1.13 "Service" shall mean the "Artera Turbo" service, as configured from time to
     time,  including its software,  distributed  to Subscribers as a bundled or
     unbundled  subscription  service,  including all updates,  enhancements and
     modifications thereof,  together with the right to use all of the foregoing
     in connection with the Data Center.

1.14 "Service Fee" shall mean the fee paid by a Subscriber for its Subscription,
     excluding sales, use, VAT, excise and similar taxes.

1.15 "Small  Business"  shall mean a  business  or other  organizational  entity
     (other than a Government Entity) that (i) does not have or use 250 End User
     personal computers or computer terminals and (ii) does not sell, distribute
     or market the Service.

1.16 "Subscriber" shall mean an individual,  Small Business or Government Entity
     that subscribes to the Service via a Reseller. In the case of a residential
     Subscriber, the Subscriber is the End User. In the case of a Small Business
     or Government Entity Subscriber, the Subscriber is the subscribing business
     or entity rather than any  individual  client  computer or user within that
     business or entity.

1.17 "Subscriber Software" shall mean the Service software resident or installed
     on the  Subscriber's  or its  End  Users'  personal  computer(s)  or at the
     Subscriber's location.

1.18 "Subscription"  shall mean a  subscription  and license for a Subscriber to
     use the Service on its personal computer(s).

1.19 "Technical  Information"  shall  mean  technical,  design  and  engineering
     information   pertaining  to  the  design,   manufacture,   production  and
     distribution  of the  Service  in the  form of  designs,  plans,  drawings,
     specifications,   reports,   records,  manuals,  other  written


     materials, computer programs and software and other forms or media relating

1.20 "Territory" shall mean the United States, Canada, South America and Central
     America (not  including  Puerto Rico,  the Caribbean and Southern  Atlantic


2.1  License.  Artera  hereby  grants to  Distributor,  during  the term of this
     Agreement,  a license to distribute the Service to Subscribers  through one
     or more levels of resellers (which, upon such distribution, shall be deemed
     "Resellers"  under  this  Agreement)  in  the  Territory.  The  license  to
     Distributor  hereunder  includes the right to make copies of the Subscriber
     Software to be provided to  Subscribers;  to reproduce and  distribute  the
     Service documentation, product descriptions and promotional materials; and,
     subject to Section 2.4 hereof,  to modify such  materials  as  requested by
     Resellers for the purpose of  identifying  the Reseller in connection  with
     the Service. Such license, however, conveys no right to modify the Service,
     to  prepare  derivative  works  of the  Service,  to use  the  Service  for
     Distributor's  own  purposes or to sell or copy the Service for any purpose
     other than for delivery to Resellers or their  Subscribers as  contemplated
     by this Agreement.

2.2  Protected Accounts. During the term of this Agreement, there may be persons
     or entities that are "Protected Accounts" under this Agreement. If a person
     or entity is a  Protected  Account,  Artera  will not enter  into or pursue
     (other  than on behalf of  Distributor)  an  agreement  with such person or
     entity to sell or distribute  the Service to residential  consumers,  Small
     Businesses of Government  Entities in the Territory,  and will not actively
     support  or assist  in any third  party  distributor's  pursuit  of such an
     agreement.  Only  persons or entities  with at least 25,000  potential  End
     Users are eligible to be Protected  Accounts.  The persons or entities,  if
     any, that are Protected  Accounts as of the date of this  Agreement are set
     forth in Schedule 2.2. Distributor may in writing propose to add persons or
     entities  to  Schedule  2.2 as  additional  Protected  Accounts  and  shall
     include, in each such proposal, the name of the proposed Protected Account,
     the pertinent  division or geographical area within the proposed  Protected
     Account (if applicable), the name and title of Distributor's contact at the
     proposed Protected Account,  Distributor's relationship to that contact and
     an estimate of the number of potential End Users for the Protected Account.
     Such person or entity shall become a Protected Account if Artera grants its
     written  consent to such  addition.  Artera shall be under no obligation to
     grant  such  consent,  and may  condition  such  consent  on  Distributor's
     securing a  distribution  commitment  for the Service  from the  applicable
     Protected  Account  within  a  specified  period  of time  or on any  other
     conditions.  Any time limitations or other conditions applying with respect
     to Protected  Accounts in Schedule 2.2 as of the date of this Agreement are
     included within Schedule 2.2 as of the date hereof.

2.3  Acceptance.  Distributor  hereby (a)  accepts  the rights  granted to it by
     Artera  under this  Agreement  and (b)  acknowledges  that the rights  that
     Artera has granted to Distributor hereunder are limited to the distribution
     and marketing of the Service to Resellers in the Territory,  subject to the
     other limitations set forth in this Agreement.


2.4  Intellectual  Property Usage and Notices.  All right, title and interest in
     and to the Service,  including all copyrights,  trademarks,  service marks,
     logos,  names,  designations,   patents  and  other  intellectual  property
     embodied  in the  Service or  provided  by Artera in  connection  therewith
     (including but not limited to the Subscriber  Software and the mark "Artera
     Turbo") shall remain the property of Artera.  Distributor  may use and copy
     such  trademarks,  service  marks  and  copyrighted  material  of Artera as
     reasonably  necessary to perform  under this  Agreement.  All copies of the
     Subscriber   Software  and  all  documentation   and  marketing   materials
     distributed  or  used  by  Distributor   shall  be  marked  with  a  legend
     identifying  Artera as the owner and  developer  of the  Service,  with the
     appropriate patent,  copyright and trademark notices, and Distributor shall
     not remove any such notices from any Subscriber Software or other materials
     provided to it by Artera;  provided,  however,  that, in  distributing  the
     Service to  Subscribers,  Distributor or the Resellers may reference  their
     own names or brands  rather than Artera's if done in a manner that does not
     prejudice Artera's intellectual property rights in and to the Service.

2.5  Reseller  Agreements.  All Service  distribution  agreements with Resellers
     hereunder  ("Reseller  Agreements")  shall be between  Distributor  and the
     respective  Resellers.  Artera  shall  not  be  a  party  to  or  have  any
     obligations  under  any  Reseller  Agreement.  Distributor  shall  have  no
     authority  to bind Artera with  respect to any  Reseller,  and  Distributor
     shall  not  represent  to any  Reseller  or  anyone  else  that it has such
     authority.  No Reseller  Agreement may be inconsistent with this Agreement.
     Any  representations  or warranties  regarding  the Service  contained in a
     Reseller Agreement shall be the sole responsibility of Distributor,  unless
     Artera  expressly agrees otherwise in writing in advance for the particular

2.6  Subscription    Agreements.    All   Subscription    agreements   hereunder
     ("Subscription Agreements") shall be between Resellers and their respective
     Subscribers.  Artera shall not be a party to or have any obligations  under
     any Subscription Agreement;  provided,  however, that Artera shall have the
     right to require that  Subscribers  agree to Artera's  Terms of Service for
     the  Service,  which  Terms of Service  Artera may amend from time to time.
     Distributor  shall have no  authority  to bind Artera  with  respect to any
     Subscriber, and Distributor shall not represent to any Subscriber or anyone
     else that it has such authority.  No representation  or warranty  regarding
     the  Service   contained  in  a   Subscription   Agreement   shall  be  the
     responsibility  of Artera,  unless  Artera  expressly  agrees  otherwise in
     advance in writing for the particular Subscriber.


3.1. License Fee.  Distributor  shall pay to Artera a License Fee in the amount,
     and on the date(s), set forth in Schedule 3.1.

3.2. Royalty.  For each calendar  month (or part thereof) of each  Subscription,
     Artera shall be entitled to a Royalty. The Royalty shall be calculated on a
     per End User  basis.  The amount or formula of the  Royalty is set forth in
     Schedule 3.2.

3.3. Billing,  Collections  and  Payments.  Service Fees shall be billed for and
     collected, and Royalties shall be paid, as described in Schedule 3.3.


3.4. Provision and Operation of Data Center.  For any Reseller,  Distributor may
     elect to have such  Reseller,  rather than Artera,  provide and operate the
     Data Center serving such Reseller's End Users.  The minimum  specifications
     for a Reseller Data Center are set forth in Schedule 3.4.

3.5. Mergers,  etc.  In the event of a merger,  acquisition  or  combination  of
     entities,  one of  which  is a  Reseller  and the  other  of  which is not,
     Distributor's  rights  with  respect to the  surviving  entity  shall be as
     follows:  If the Reseller is the acquiror,  the surviving entity shall be a
     Reseller  for  purposes  of  this  Agreement.  If the  Reseller  is not the
     acquiror, the surviving entity shall not be a Reseller for purposes of this
     Agreement. If it is not reasonably clear which entity is the acquiror or if
     the  transaction  is a merger of equals,  the  surviving  entity shall be a
     Reseller for purposes of this Agreement only if the Reseller was the entity
     that had more End Users as of the date of the relevant transaction.

Article 4.  DISCLOSURES and DELIVERies

4.1  Disclosure.  The  parties  shall  disclose  to each other and Artera  shall
     disclose  to  Resellers  such  appropriate   Technical  Information  as  is
     reasonably  required to accomplish the purposes of this Agreement.  Neither
     party,  however,  that shall be  obligated  to  disclose  information,  the
     disclosure of which has been restricted by a third party.

4.2  Treatment.   All  disclosed  Technical  Information  that  is  Confidential
     Information shall be kept confidential by the receiving party in accordance
     with  Article 5 hereof and shall  remain  the  property  of the  disclosing

4.3  Deliverables.  Artera  agrees  that  the  Service  shall be  available  for
     distribution  and marketing by  Distributor  and  Resellers and  completely
     functional to Subscribers  in accordance  with the  availability  dates set
     forth in Schedule 4.3.


5.1. Definitions.  Each party possesses confidential information relating to its
     business  and  technology  that  has   substantial   value  to  such  party
     ("Confidential  Information").  Subject to Section 5.4 hereof, Confidential
     Information  includes  but  is  not  limited  to  Deliverables,   Technical
     Information,  Know-how,  designs,  improvements,   inventions,  techniques,
     software documentation,  financial statements,  projections, prices, costs,
     customer  lists,  supplier  lists and  anything  else marked  "Confidential
     Information"   or  similarly   designated   as  being   confidential.   Any
     Confidential  Information  disclosed  between the parties  hereto orally or
     visually, in order to be subject to this Agreement,  shall be so identified
     to the receiving party at the time of disclosure and confirmed in a written
     summary   appropriately  marked  within  ten  days  after  oral  or  visual

5.2. Treatment. Except as expressly permitted under this Section 5.2 and Section
     5.4 hereof,  each party shall,  during the term of this  Agreement  and for
     five years thereafter, hold in confidence and not disclose to third parties
     all  Confidential  Information  of the other  party  disclosed  directly or
     indirectly to it. The  recipient of  Confidential  Information  shall grant
     access to it only to employees,  contractors, agents and suppliers who need
     to receive such Confidential Information in connection with this Agreement.
     Such persons with access


     to Confidential Information shall be placed under obligation (a) to hold in
     confidence all Confidential  Information  provided to them in the course of
     their service; (b) to use such Confidential  Information only in the course
     of  performing  their  duties;  and (c) to assign to their  employer or the
     party  retaining  them all  inventions  or  improvements  relating  to such
     entity's  business and conceived  while in such entity's employ or retained
     by such entity  (unless such  assignment is prohibited by applicable  law).
     All  documents,  writings  and other  embodiments  containing  Confidential
     Information  of the other party shall be maintained by the receiving  party
     in  a  prudent  and  secure  manner.   Distributor  may  disclose  Artera's
     Confidential   Information  to  Resellers  and  prospective   Resellers  as
     necessary  to  perform  this  Agreement,  but  only  if  such  Reseller  or
     prospective  Reseller has entered into a written  non-disclosure  agreement
     with Artera,  or has entered into a written  non-disclosure  agreement with
     Distributor (for the benefit of Artera) in a form substantially  equivalent
     to  the  terms  hereof.  For  purposes  of  this  Article  5,  delivery  by
     Distributor to a Subscriber, whether directly or through a Reseller, of the
     Subscriber  Software  shall not  constitute a disclosure by  Distributor of
     Confidential  Information of Artera.  In no event shall the party receiving
     Confidential Information of the other party disassemble,  reverse engineer,
     re-engineer, redesign, decrypt, decipher, reconstruct, re-orient, modify or
     alter any  Confidential  Information of the disclosing party or any circuit
     design,  algorithm,  logic or program code in any of the disclosing party's
     products,  models or prototypes that contain Confidential  Information,  or
     attempt any of the foregoing.

5.3. Return.  All  documents  and other  embodiments  of a party's  Confidential
     Information,  as well as those  created  or  derived  from  the  disclosing
     party's  Confidential  Information that incorporate the disclosing  party's
     Confidential  Information,  and  all  copies  thereof,  shall  be  returned
     promptly to the disclosing  party by the other party upon the expiration or
     any termination of this Agreement;  provided, however, that Distributor may
     retain (subject to the  restrictions  in this Article 5) such  Confidential
     Information as is necessary for it to satisfy any post-termination  support
     obligations it may have under Section 7.4 hereof.

5.4. Exclusions. Confidential Information shall not include information that (a)
     was at the time of disclosure in the public domain  through no fault of the
     party receiving it; (b) becomes part of the public domain after  disclosure
     to the party  receiving  it through no fault of such party;  (c) was in the
     possession of the party  receiving it (as evidenced by written  records) at
     the time of disclosure and was not acquired directly or indirectly from the
     other party or a third party under a continuing obligation of confidence of
     which the party  receiving  it was  aware;  (d) was  received  by the party
     receiving it (as evidenced by written records) after the time of disclosure
     hereunder  from a  third  party  who  did  not  require  it to be  held  in
     confidence and who did not acquire it directly or indirectly from the other
     party  under a  continuing  obligation  of  confidence  of which  the party
     receiving it was aware;  (e) is required by law,  governmental  regulation,
     court  order  or  the  rules  of a  securities  exchange  to  be  disclosed
     (provided,  that a party required to so disclose  Confidential  Information
     shall  use best  efforts  to  notify  the  other  party  of such  potential
     disclosure as soon as  practicable so that such party may seek a protective
     order for such Confidential  Information);  (f) was developed independently
     by the  receiving  party and  without the use of  Confidential  Information
     received  from the  disclosing  party;  or (g) was  disclosed  by the party
     owning it to third parties without restrictions on use or disclosure.


5.5. Other Confidentiality Agreements. Nothing in this Agreement shall limit the
     applicability of any other  confidentiality or non-disclosure  agreement in
     effect between the parties;  provided,  however,  that to the extent of any
     inconsistency  between the  provisions of this Section 5 and the provisions
     of  any  such  other  confidentiality  or  non-disclosure   agreement,  the
     agreement with the stricter  confidentiality  or non-disclosure  provisions
     shall govern.


6.1  Level 1 Support.  Distributor  shall be responsible  for Level 1 Support to
     the Subscribers  and End Users.  Distributor may satisfy such obligation by
     providing  the Level 1 Support  itself,  causing  Resellers  to provide the
     Level 1 Support or causing  third  parties to provide  the Level 1 Support.
     Level 1 Support  shall be  provided  not less than  8:30am to 5:30pm in the
     respective time zones of the End Users, Monday through Friday.

6.2  Level 2 Support.  Artera  shall  provide  Level 2 Support,  which  shall be
     available at no charge to Distributor and Resellers not less than 8:30am to
     5:30pm Eastern time, Monday through Friday. Access to Level 2 Support shall
     be by online methods and toll-free telephone.

6.3  Training.  Artera shall make available to Distributor and Resellers Level 1
     Support  training and training on the CRM System.  Such  training may be in
     regularly  scheduled  classes at Artera's offices or by such other means as
     Artera may  determine.  The Level 1 Support  training  must be  attended by
     Distributor or the Reseller or third party providing Level 1 Service on its
     behalf  prior  to the  start  of  actual  distribution  of the  Service  by
     Distributor or the applicable Reseller.

6.4  Service  Updates,  Etc.  Artera shall  provide all  updates,  enhancements,
     improvements or modifications of the Service to Distributor or to Resellers
     and their Subscribers at no cost via online downloads, and shall provide to
     Distributor a master CD for each such upgrade, enhancement, improvement and
     modification, for copying and distribution to Resellers.

Article 7.  TERM and termination

7.1. Term.  The term of this  Agreement is from the date hereof until five years
     thereafter,  unless modified by written agreement of the parties or earlier
     terminated under this Article 7.

7.2. Breach.  Either party may terminate  this  Agreement for a material  breach
     (including  any  non-payment)  by the  other  party,  upon 30 (for  payment
     breaches) or 60 (for other material  breaches) days' notice and opportunity
     to cure;  provided that a non-payment  breach shall also require payment of
     interest at the rate of 6% per annum from the due date to the payment date.
     In the event of a material  breach by  Distributor  not cured as  described
     above,  Artera  may  elect,  in lieu  of  termination  of  this  Agreement,
     irrevocably to terminate any distribution  protections Distributor may have
     under Section 2.2 of this Agreement.


7.3. Effect of  Termination.  Expiration or termination of this Agreement  shall
     not terminate any Subscription Agreements.

7.4. Royalties  and Support Upon Certain  Terminations.  Upon any  expiration or
     termination  of this  Agreement  other  than  termination  by Artera  under
     Section 7.2 hereof,  Distributor shall continue to receive net payments out
     of  Service  Fees as  described  in  Schedule  3.3,  with  respect to those
     specific  Subscribers  for which  Service  Fees were payable on the date of
     such  expiration  or  termination.  Such right to net payments  shall apply
     until the  expiration or termination  of the  respective  Subscriptions  of
     those specific Subscribers and shall be subject to Distributor's  continued
     satisfaction, with respect to those Subscribers, of the Level 1 Support and
     other  obligations  pertaining  to  Subscribers  that are set forth in this

7.5. Survival.  Section 4.2,  Article 5,  Section 7.4,  Article 9 and Article 10
     shall survive the expiration or any termination of this Agreement.

Article 8.  NOTICES

Notices under this Agreement  shall be in writing and sent by personal  service,
facsimile,  recognized  commercial  courier or registered or certified mail (all
charges prepaid), addressed as follows:

If to Artera:           Artera Group, Inc.
                        20 Ketchum Street
                        Westport, CT  06880
                        Attn:  Chairman & President
                        Facsimile:  203-226-3123

-- with a copy to:      Artera Group, Inc.
                        20 Ketchum Street
                        Westport, CT  06880
                        Attn:  General Counsel
                        Facsimile:  203-226-4338

If to Distributor:      Spyder Technologies Group, LLC
                        40 Kellogg Hill Road
                        Weston, CT  06883
                        Attn:  President
                        Facsimile:  203-454-3094


9.1  Indemnification   Obligations.   Artera  and  Distributor  each  agrees  to
     indemnify,  defend, and hold harmless the other party, its Affiliates,  and
     the officers, directors, employees and agents of all thereof (collectively,
     the  "Indemnified  Party")  against all  losses,  claims,  liabilities  and
     expenses (including  reasonable  attorneys' fees) (collectively,  "Losses")
     incurred on account of a suit,  claim or proceeding  purporting to be based
     on a failure  by


     the other party (the  "Indemnifying  Party") to perform  obligations  under
     this Agreement.

9.2. Indemnification Procedures. The Indemnified Party shall promptly advise the
     Indemnifying   Party  of  any   suit,   claim  or   proceeding   for  which
     indemnification  is to be sought and shall cooperate with the  Indemnifying
     Party in the defense or settlement  thereof.  The Indemnifying  Party shall
     select,  retain and pay  counsel  in  connection  with such suit,  claim or
     proceeding,  subject to the Indemnified Party's consent, which shall not be
     unreasonably  withheld.  No  settlement  shall be made by the  Indemnifying
     Party without the prior written  consent of the  Indemnified  Party,  which
     consent shall not be unreasonably withheld.

Article 10. WARRANTIES and disclaimer

10.1 Right to License.  Artera  represents and warrants that (a) it is the owner
     or licensee of the Service (including the Subscriber  Software);  (b) it is
     the owner, lessee or otherwise has the right to use the Data Center; (c) it
     has the right,  power and  authority  to grant  Distributor  the rights and
     licenses as set forth in this Agreement;  (d) to the best of its knowledge,
     the Service does not infringe any  intellectual  property or other right of
     any third party in the Territory.

10.2 Disclaimer.  Except as  specifically  set forth in this  Agreement,  Artera
     disclaims  any express or implied  warranty of the  accuracy,  reliability,
     value or merchantability of the Service,  or its suitability or fitness for
     any purpose.  Artera  disclaims all other  warranties  of whatever  nature,
     express or implied. Except as otherwise set forth in this Agreement, Artera
     disclaims all liability for Losses  resulting  from the use of the Service.
     This disclaimer  embraces  special,  incidental,  punitive or consequential
     damages and damages for interruption of use or loss or corruption of data.


11.1 Books and Records. Upon request of either party hereto with ten days' prior
     notice,  the other party shall make  available for review by the requesting
     party such books and  records as are  reasonably  required  to  demonstrate
     compliance with the obligations of this Agreement.  Requests  hereunder may
     be made no more than once per  calendar  year,  and may pertain only to the
     then current and immediately preceding calendar year.

11.2 Choice of Law,  Jurisdiction and Venue. This Agreement shall be interpreted
     in accordance  with the laws of the State of  Connecticut,  USA. Any action
     brought by either  party  against  the other  concerning  the  transactions
     contemplated by this Agreement shall be brought only in the State courts of
     Connecticut or in the Federal  courts located in the State of  Connecticut.
     Both parties agree to submit to the  jurisdiction  of such courts and agree
     that venue at such courts is proper.

11.3 Interpretation.  No  provision  of  this  Agreement  shall  be  interpreted
     against a party  solely  because  such party or its  attorney  drafted such

11.4 Force Majeure.  In the event of delay in  performance  under this Agreement
     due to unforeseeable causes beyond a party's reasonable control,  including
     but not  limited to


     acts of God, acts of the  government,  fires,  floods,  strikes,  unusually
     severe weather ("Events of Force Majeure"),  the time for performance shall
     be extended for the period of the delay; provided,  however, that the party
     whose  performance  was so  delayed  shall use all  reasonable  efforts  to
     minimize the effects of any Event of Force Majeure.

11.5 Public  Announcements.  Neither party may issue a public announcement about
     this Agreement  unless the other party shall have approved the text thereof
     (which approval shall not be  unreasonably  withheld) or unless required by
     applicable  law  (including  but not  limited  to  filings  with  the  U.S.
     Securities and Exchange Commission).

11.6 Independent  Contractors.  Each party to this  Agreement is an  independent
     contractor  to  the  other  and  not  the  partner,   employer,   agent  or
     representative of the other.

11.7 Assignment.  Neither  party may assign this  Agreement or any of its rights
     or obligations hereunder except to its Affiliates or with the prior written
     consent  of the  other  party,  which  consent  shall  not be  unreasonably
     withheld.  This Agreement shall inure to the benefit of and be binding upon
     the parties' successors and permissible assigns.

11.8 Entire Agreement.  This Agreement  constitutes the entire agreement between
     the parties with respect to the subject  matter  hereof and, as of the date
     hereof,  supersedes  all other  prior or  contemporaneous  written  or oral
     agreements  between  such  parties  with  respect to such  subject  matter,
     including but not limited to the Temporary Master Distributor Agreement for
     the  U.S.A.,  dated as of  October  29,  2002,  between  the  parties  (the
     "Temporary  Agreement");  provided,  however,  that all  obligations of the
     parties accrued through the date hereof under the Temporary Agreement shall
     be unaffected by this Agreement.

11.9  Amendments.  No amendment of any provision hereof shall be binding  unless
      in writing and executed by both parties.

11.10 Severability.   If any part of this  Agreement  is  declared  invalid  or
      unenforceable,   such  decision  shall  not   affect  the   validity   or
      enforceability of the remainder hereof.

11.11 Waivers.  No waiver of any right  or claim  under  this  Agreement  shall
      affect the right of the waiving party to enforce any other claim or
      right hereunder.

      IN  WITNESS  WHEREOF, Artera  and  Distributor  have  duly  executed  this
Agreement as of the date first written above.

ARTERA GROUP, INC.                                SPYDER TECHNOLOGIES GROUP, LLC

By: /s/ Cy E. Hammond                            By: /s/ Jonathan Parrella
    -----------------------------                    ---------------------------
        Cy E. Hammond                                    Jonathan Parrella
        Treasurer                                        President


                                                                    Schedule 1.8

                                 LEVEL 1 SUPPORT

The  purpose  of Level 1 Support is to assist  Subscribers  and End Users in the
basic  installation and usage of the Service.  This includes  answering  general
questions to help  Subscribers and End Users  understand what the Service is and
how it provides a benefit to them.  Level 1 Support is responsible for assisting
Subscribers and End Users with the items listed below.  This list may be refined
as experience is gained and the Service evolves over time.

1.   Establishing  an  Internet   connection   (typically  via  Windows  Dial-Up
     Networking),  launching  a Web  browser and surfing to various Web sites on
     the Internet.

2.   Assisting in  downloading  the  Service's  End User  software,  running the
     Service's setup program,  installing the Service software on the End User's
     PC and, if necessary, surfing to the Service's Web site.

3.   Launching  and running the Service,  including  answering  basic  questions
     about the  system  configuration  needed for  running  the  Service  (i.e.,
     Windows  version,  memory,  hard disk space) as documented on the Service's
     Web site.

4.   Answering basic questions  about  navigating  within the Service's End User

5.   Showing  Subscribers  and End Users how to know if the  Service is working.
     This includes pointing out the Network View, Activity View and SpeedBar.

6.   Confirming that the browser is actually forwarding its requests to the Data
     Center, by reviewing the Activity View and the browser's proxy settings.

7.   Assisting  an End  User  who  uses a  dialer  other  than  Windows  Dial-Up
     Networking  (e.g.,  Juno or  NetZero)  or who  uses a  browser  other  than
     Internet Explorer  (requiring  telling the End User how manually to set the
     browser's proxy settings).

8.   Verifying  that the  Subscriber  or End User has a Data  Center  connection

9.   Assisting in uninstalling the Service.

10.  Explaining  the  Service's  Firewall  and  how  to  disable  it if  desired
     (including  explaining the  ramifications  of disabling  it).  Assisting in
     opening additional ports in the Service's  Firewall.  The Subscriber or End
     User should be told that they should not run the  Service's  Firewall  with
     any other firewall.

11.  Assisting in adding sites into the  Service's  Site Blocking list and/or Ad
     Blocking  list.  Explaining  how Ad Blocking  removes ads and replaces them
     with "place holder"  graphics,  but that this can result in what appears to
     be "missing"  elements on the page.  Explaining how to turn off Ad Blocking
     if desired  (including  explaining that this will reduce the speed benefits
     of the Service).


12.  Explaining  how to change  the  image  quality  within  the  Service.  This
     includes  explaining  how to refresh the page once  quality has been set to
     "Best  Quality."  The  Subscriber  or End User should be informed of how to
     revert back to "Best Speed" image  quality  setting and that if they do not
     revert  back to "Best  Speed," the speed  benefits  of the Service  will be

13.  Explaining  what a cache is,  and how to adjust  its  settings  within  the

14.  Explaining  what  settings in the  browser are changed  when the Service is
     running (including proxy settings,  the number of requests the browser will
     issue at one time and disablement of the browser's  cache).  The Subscriber
     or End User  should be told that when the  Service  is not  running,  or is
     uninstalled,  these  settings  in the  browser  are  changed  back to their
     original values.

15.  Answering  questions about obtaining  (i.e.,  downloading)  Service product
     updates and installing them.


                                                                    Schedule 2.2

                               PROTECTED ACCOUNTS

This Schedule 2.2 lists the Protected  Accounts,  including any time limitations
or other conditions that apply with respect thereto.  Unless otherwise specified
in writing,  a person or entity is a Protected  Account for an initial period of
two months. If a Protected Account does not enter into a Reseller Agreement with
Distributor  during the  initial  period,  such  person or entity  automatically
ceases to be a  Protected  Account as of the end of the  initial  period  unless
Artera grants  extension(s) of the period in writing.  Each such extension shall
be for an additional  two-month  period unless  otherwise  specified in writing.
Artera shall be under no obligation to grant any such extensions.  If, after the
date of this  Agreement,  Distributor  proposes to add to the list of  Protected
Accounts or to extend a Protected  Account  period,  Distributor  shall  provide
Artera  the  information  set  forth  below  and such  other  information  as is
requested  by  Artera.  Any  inaccuracy  or error  contained  in a  proposal  by
Distributor  to add to the list of  Protected  Accounts or to extend a Protected
Account period shall void the addition or extension, notwithstanding any consent
to the addition or extension by Artera.


<S>                             <C>                     <C>                             <C>                 <C>
Name of Protected             Division                    Start Date                 End Date           Extended
     Account                     or                           As                        As             End Date As
(Person or Entity)          Geographical                   Protected                 Protected          Protected
                                Area                        Account                   Account            Account

Techno Brands                New York, NY            Date of this Agreement
Tricordia                    New York, NY            Date of this Agreement
i-2000 inc.                                          Date of this Agreement
Finepoint Tech.                                      Date of this Agreement
Excel                                                Date of this Agreement
Cervalis                                             Date of this Agreement
Conde Nast                   New York, NY            Date of this Agreement
Hearst                       New York, NY            Date of this Agreement
Gillette Company             Boston, MA              Date of this Agreement
Tellcar Innovations          Connecticut             *
Lombardo Group               New York State          *                      Massachusetts           *
Idea Factory                 Rhode Island            *
Computerhelp 911             New York State          *
Whitmore Wireless            New Jersey              *

* Entered into Reseller Agreement prior to the date of this Agreement,  pursuant
to the Temporary Agreement.


                                                                    Schedule 3.1




                                                                    Schedule 3.2


The Royalty is payable in U.S.A.  dollars.  The monthly Royalty amounts, per End
User, are as follows:

1. Residential Subscribers.  The monthly Royalty amount for each residential End
User is based on whether  Artera or the Reseller  associated  with such End User
provides  and operates  the Data Center  serving  such End User and/or  performs
billing  with  respect to such End User,  as  described  in this  Agreement,  as
provided in the table below.


------------------------------ ----------------------------- --------------------------- --------------------------
      Reseller Billing                Artera Billing              Reseller Billing            Artera Billing
    Reseller Data Center           Reseller Data Center          Artera Data Center         Artera Data Center
------------------------------ ----------------------------- --------------------------- --------------------------
<S>         <C>                           <C>                          <C>                         <C>
            $1.50                         $2.10                        $2.10                       $2.70
------------------------------ ----------------------------- --------------------------- --------------------------

2. Small Business and Government Entity Subscribers.  The monthly Royalty amount
for each End User of a Small Business or Government  Entity  Subscriber is based
on the  number of End Users  within  the  applicable  Subscriber  and on whether
Artera or the Reseller  associated  with such End User provides and operates the
Data Center serving such End User as described in this Agreement, as provided in
the table below. Small Business or Government Entity Subscribers with under five
End Users shall be treated as if they had five End Users, with a Royalty that is
five times the amount in the table.


-------------------------------- --------------------------------------- ------------------------------------------
    No. of End Users Within                     Reseller                                  Artera
          Subscriber                          Data Center                               Data Center
-------------------------------- --------------------------------------- ------------------------------------------
<S>          <C> <C>                             <C>                                       <C>
             5 - 9                               $2.15                                     $2.50
-------------------------------- --------------------------------------- ------------------------------------------
            10 - 24                              $2.03                                     $2.38
-------------------------------- --------------------------------------- ------------------------------------------
            25 - 49                              $1.90                                     $2.25
-------------------------------- --------------------------------------- ------------------------------------------
          50 or above                            $1.65                                     $2.00
-------------------------------- --------------------------------------- ------------------------------------------

-------------------------------- ----------------------------------------------------------------------------------
         Road Warrior                                                 + $2.50
-------------------------------- ----------------------------------------------------------------------------------

"Road  Warrior"  refers to a version of the Service  used with mobile  computers
that at times may be  connected  to the  Internet  through a local area  network
(LAN),  and at other times may be  connected  to the  Internet  on a  standalone
basis.  The Royalty for a Road Warrior End User is the sum of (a) the applicable
ordinary  Royalty amount  described  above plus (b) the applicable  Road Warrior
amount described above.


                                                                    Schedule 3.3


For each Reseller,  Distributor  shall designate whether such Reseller or Artera
shall perform Service Fee billing and related services, as follows:

1.   Billing by Reseller:

     (a)  The Reseller shall bill the Subscriber each month. Upon receipt of the
          Service Fee, the Reseller shall deduct and retain any amount due to it
          under its Reseller Agreement.  The Reseller shall pay the remainder of
          such Service Fee to Distributor  (directly or via additional levels of
          Resellers).  From such amount received,  Distributor  shall pay Artera
          the Royalty. Payments by the Resellers to Distributor shall be made by
          the 15th day of the calendar  month,  for Service Fees received by the
          Reseller from Subscribers  during the previous calendar month, by wire
          transfer  to  an  account   specified  by  Distributor.   Payments  by
          Distributor to Artera shall be made by the end of the calendar  month,
          for amounts received by Distributor from the Reseller between the 15th
          day of the  previous  calendar  month and the 15th day of the  current
          calendar month, by wire transfer to an account specified by Artera.

     (b)  To further  assist  Artera in  calculating  the  Royalty and to enable
          Resellers to activate and  de-activate  End Users,  the Reseller shall
          implement an electronic interface, as reasonably agreed upon by Artera
          and the  Reseller,  between  the  Reseller's  back  office and the CRM
          System. Such interface shall be via the Service's  application program
          interface (the "API") and shall pass to the CRM System,  at a minimum,
          the End User's (or  prospective  End User's) name,  e-mail address and
          unique  identifier  number from the Reseller,  the  Reseller's  unique
          identifier  number from Artera and the Artera  product  identification
          number.  The Reseller  shall also  establish a non-public Web page and
          provide  its  address  and access to it to Artera,  so that Artera may
          report Service  activations,  de-activations and similar  transactions
          with  Subscribers as described in the API  documentation.  Distributor
          shall take  reasonable  steps to evaluate  the  creditworthiness  of a
          prospective Reseller prior to authorizing it to resell the Service.

2.   Billing by  Artera:  Artera  shall bill the  Subscriber  each  month.  Upon
     receipt of the Service  Fee,  Artera  shall  deduct and retain the Royalty.
     Artera  shall  pay  the  remainder  of  such  Service  Fee to  Distributor.
     Distributor shall, in timely fashion,  pay the Resellers any amounts due to
     them under their  Reseller  Agreements.  Payments by Artera to  Distributor
     shall be made by the 15th  day of the  calendar  month,  for  Service  Fees
     received by Artera from Subscribers  during the previous calendar month, to
     an account specified by Distributor.

3.   Subscription Periods Greater Than One Month: Notwithstanding the foregoing,
     Subscription   periods  may  be  greater  than  one  month  (e.g.,   annual
     Subscriptions). In such event, (a) the Royalty shall be based on the number
     of months within the Subscription period notwithstanding any discount given
     by the  Reseller to the  Subscriber  (unless


     Artera agrees otherwise in writing in advance); and (b) the Royalty for the
     entire  Subscription  period  shall  accrue to Artera in the first month of
     such Subscription period.

4.   Miscellaneous:  Royalty  payments  shall be based on  subscriptions  to the
     Service, irrespective of actual Service Fee collections and irrespective of
     amounts  paid by the  Reseller  to  Distributor.  For  Small  Business  and
     Government  Entity  Subscribers,  the designation of who performs  billing,
     collections  and payments as  described  above shall not affect the Royalty
     amount. The one performing  billing,  collections and payments with respect
     to a Subscriber  shall (a) collect and pay to the appropriate  governmental
     authorities all sales,  use, VAT, excise and similar taxes due with respect
     to the Service  Fees so  processed  and satisfy  all  reporting  and filing
     requirements  associated  therewith;  and  (b)  keep  records  of all  such
     billing,  collection,  payment and tax transactions in sufficient detail to
     demonstrate  compliance  with the procedures  set forth herein.  Artera and
     Distributor  may  agree  in  writing  from  time to time,  generally  or in
     connection  with  specified  Resellers,  to modify the procedures set forth
     herein,  consistent with the overall purposes and intent of this Agreement.
     If a Reseller is performing billing, collections and payments, its Reseller
     Agreement shall require such Reseller to take the actions  described for it


                                                                    Schedule 3.4

                              RESELLER DATA CENTERS

1.   Each Data Center  shall be located at the  applicable  Reseller's  premises
     unless Artera agrees otherwise in writing in advance.

2.   Artera shall  remotely  install its Data Center  software on the Reseller's
     Data  Center  server  (the  "Server")  so that the  software  functions  in
     accordance  with  Artera's  specifications.   Artera  shall  maintain  such
     software  on the  Server  and shall  remotely  install  on the  Server  any
     upgrades to such software as they become available.

3.   The minimum  technical  specifications  for each Data  Center,  based on an
     assumption of 7,000 total End Users, are as follows:

     o    Intel Pentium III, 1.3GHz or better (single processor)
     o    1GB RAM
     o    40GB hard drive
     o    CD-ROM drive
     o    Windows 2000 Server or Windows 2000 Advanced Server
     o    Dual on-board NICs (10x100)
     o    5Mb of bandwidth, burstable to 10Mb

     For a Data Center  serving  14,000 total End Users,  the minimum  technical
     specifications  are as above,  but with one  additional  Intel Pentium III,
     1.3GHz or better  processor  and 1GB of  additional  RAM.  For Data Centers
     serving   other  numbers  of  total  End  Users,   the  minimum   technical
     specifications  shall be as  proposed  by Artera and  agreed  upon with the
     applicable Reseller.

4.   Irrespective of its  configuration or the number of End Users served by it,
     the Reseller's Data Center shall provide  performance  levels comparable to
     Artera's  own  Data  Centers  and  shall  have  the  following   additional

     o    Dedicated Server approved in advance by Artera
     o    Server must have unrestricted outbound access to the Internet
     o    End Users must have inbound access to the Server on port 8081
     o    Artera  must have  access to the Server via PC  Anywhere  or  Terminal
     o    Reseller must provide  Artera with the public  Internet  Protocol (IP)
          address of the Server so that  Artera may  provide the proper End User
     o    Artera  must have a trial  dial-up  account  from  Reseller to confirm
          proper configuration, access and quality of service performance of the

5.   If a Reseller's Data Center ceases to be operational,  the End Users served
     by such Data Center shall be automatically  redirected to Artera's own Data
     Center,  by which such End Users shall be served until the Reseller's  Data
     Center is once again  operational.  The Reseller  shall use best efforts to
     return  its Data  Center to  operational  status.  If this is not  achieved
     within 72 hours of the start of the outage and the outage was not caused by


     Artera's Data Center  software,  then,  after the end of such 72 hours, for
     each calendar day (or part thereof) that an End User accesses Artera's Data
     Center,  the  Royalty  payable by  Distributor  for such End User,  for the
     applicable month, shall be increased by $.10.

6.   The Reseller  Agreement of each  Reseller  providing  and  operating a Data
     Center  shall  incorporate  the  specifications  and  procedures  set forth


                                                                    Schedule 4.3


Within 30 days of the date of this  Agreement,  Artera will  supply  Distributor
with the following Deliverables:

1.   Subscriber Software downloadable from the Internet.

2.   Service documentation downloadable from the Internet.

3.   Reproducible Subscriber Software installation CD, which includes

4.   Sales presentations and literature in electronic form.

5.   Technical presentations in electronic form.

6.   Password necessary for access to the CRM System.