REFERRAL AGREEMENT

AUTHORIZED RESELLER AGREEMENT

THIS RESELLER AGREEMENT (the Agreement) is entered into this ______day of __________, 20__ between Automation, Inc. d/b/a pcAmerica, a New York corporation, located at One Blue Hill Plaza, Pearl River, New York 10965 (hereinafter Supplier), and:

Reselling Partner Company Name:

Referred to Herein as Authorized Reseller

Contact Name:

Address:

City:

State:

Zip:

Phone Number:

Email Address:

Fax Number:

GENERAL PROVISIONS. Supplier grants AUTHORIZED RESELLER a non-transferable, non-exclusive right and license to distribute the products and/or services listed on Exhibit A (Products and Services) to its end-user customers in the United States only subject to the terms and conditions contained in this Agreement. Supplier further grants AUTHORIZED RESELLER a non-exclusive right to use and display the trademarks, service marks, and logos specified in Exhibit B hereto (the Marks) subject to Suppliers usage guidelines as provided in Exhibit C. During the term of this Agreement, AUTHORIZED RESELLER may also identify itself as a pcAmerica Authorized Reseller in connection with the marketing, distribution, advertising, promotion, sale and support of the Products and Services. AUTHORIZED RESELLER agrees not to advertise any price for any of the Products below the Minimum Advertised Price for such Product as specified in Exhibit A annexed hereto, nor may AUTHORIZED RESELLER sell any of the Products specified in Exhibit A to other resellers without permission from Supplier and a fully executed Authorized Reseller Agreement. Prices reflected in Exhibit A may change from time to time with at least sixty (60) days notice. Furthermore, AUTHORIZED RESELLER may use marketing material and sales videos provided by Supplier to promote the products but must make reasonable effort to maintain the integrity and good reputation of Supplier as specified in Exhibit C. AUTHORIZED RESELLER must also register end-user contact information within 7 business days of end-user purchase as specified in the End-User Registration Form in Exhibit D.

TERM. Two (2) years from date of execution, automatically renewable in one (1) year increments, unless terminated in accordance with Section 8 hereof.

QUALIFICATIONS/REQUIREMENTS. AUTHORIZED RESELLER must be principally engaged in the business of reselling computer related products and must be able to submit a resale certificate indicating as such upon request from Supplier.

PAYMENT TERMS. AUTHORIZED RESELLER shall pay to Supplier the full price of all ordered Products and sales support and materials as set forth in Exhibit A in advance of the shipment or provision thereof to AUTHORIZED RESELLER.

LIMITED WARRANTY, DISCLAIMER, AND LIMITATIONS.

5.1As is. Supplier makes no warranty whatsoever as to the function of the Products and Services, which are provided as is.

5.2EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, SUPPLIER DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND STATEMENTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS AND SERVICES, DELAYS IN DELIVERY OR REPAIR, LOSS OF USE OF THE PRODUCTS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF AUTHORIZED RESELLER OR ITS CUSTOMERS.

RELATIONSHIP OF THE PARTIES; INDEMNIFICATION. AUTHORIZED RESELLER is an independent contractor and not an employee, agent, joint venturer or partner of Supplier. AUTHORIZED RESELLER agrees that it shall indemnify and hold harmless Supplier, and its officers, directors, and shareholders from any and all loss, cost, expense, claim, damage and liability (including attorneys fees and court costs) paid or incurred by any one or more of them, arising from, caused by, or attributable to the failure of AUTHORIZED RESELLER to abide by any requirement imposed by this Agreement or the gross negligence, willful misconduct, or any act or omission by AUTHORIZED RESELLER or any of its employees, agents, representatives, or subcontractors.

TRADE SECRETS

1.

7.1The parties acknowledge that AUTHORIZED RESELLER may have access to or otherwise become acquainted with information concerning the operation of Supplier, including but not limited to, financial information, personnel, customer lists and contact information, vendor contracts, services contracts, employment contracts, sales, accounting, technical and software development information, and planning information. AUTHORIZED RESELLER hereby agrees and acknowledges that the above-mentioned information is owned by Supplier and necessary for the operation of Suppliers business and that this information shall be deemed to be Trade Secrets and confidential information and shall be treated as such. Accordingly, AUTHORIZED RESELLER hereby agrees that it shall use such information solely for the purposes set forth in this Agreement, and further represents that it shall not disclose any of the Trade Secrets or confidential information other than on a need to know basis and then only to: (a) affiliates of AUTHORIZED RESELLER; (b) its directors, members, managers, officers or employees; (c) agents, consultants and independent contractors of AUTHORIZED RESELLER; and (d) as required by law.

7.2Except as permitted herein, AUTHORIZED RESELLER agrees that it shall not disclose any such trade secrets, directly or indirectly, to any other person, either during the initial term of this Agreement, or any renewal thereof, and for the longer of (a) a period of two years after termination or expiration of the initial term or this agreement or any renewal thereof, or (b) at any other times thereafter, or (c) such other maximum period as permitted by law.

7.3 AUTHORIZED RESELLER acknowledges that violation of this Section 7 will cause irreparable harm to Supplier that cannot be reasonably or adequately compensated by damages. Accordingly, without posting bond or other security, Supplier will be entitled to injunctive and other equitable relief to prevent or cure any breach or threatened breach of this Section; but no action for any such relief will be deemed to waive the right of the Supplier to a claim for damages.

TERMINATION. Notwithstanding anything contained within this Agreement to the contrary, Supplier and AUTHORIZED RESELLER shall have the right to terminate this Agreement and the engagement hereunder by giving such other party thirty (30) days written notice of its intention to terminate this Agreement.

ATTORNEY'S FEES. In the event of a dispute arising out of this Agreement, any prevailing party, as determined by a court of competent jurisdiction, shall be entitled to recover its reasonable attorneys' fees, costs and/or other expenses incurred in connection with such dispute or claim.

GOVERNING LAW AND VENUE. This Agreement shall be governed by, and interpreted in accordance with the laws of the States of New York. The parties hereby agree that any legal action or proceeding shall be brought exclusively in the courts of the State of New York. The parties further agree to submit to the jurisdiction of the State of New York and consent to the service of process in accordance with applicable procedures and rules of said jurisdiction. Venue for any judicial proceeds shall be in the courts of the State of New York and of the United States located in the Counties of Rockland or Westchester, State of New York; and the parties agree not to raise and waive any objection to or defense based on the venue of any such court or based upon forum non conveniens.

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the day and year first above written.

Authorized Reseller Name:

Name:

Signature:

Title

1

EXHIBIT A

PRODUCT DESIGNATION/AUTHORIZED RESELLER PRICING/MINIMUM ADVERTISED PRICE/MINIMUM RESELLER PRICE

pcAmerica POS Software Pricing

Description

CRE Part Number

RPE Part Number

Authorized Reseller Price / Minimum Reseller Price

Minimum Advertised Price

MSRP

Cash Register Express Professional Edition (CRE PRO) Per Terminal License

PCA-LIC-PRO-CRE

$363

$599

$649

Cash Register Express Enterprise Edition (CRE ENTERPRISE) Per Terminal License

PCA-LIC-ENT-CRE

$569

$799

$849

Restaurant PRO Express Professional Edition (RPE PRO) Per Terminal License

PCA-LIC-PRO-RPE

$363

$599

$649

Restaurant PRO Express Enterprise Edition (RPE PRO ENTERPRISE) Per Terminal License

PCA-LIC-ENT-RPE

$569

$799

$849

Note: Please consult with your Account Manager regarding volume discounts

It is always suggested that you contact your Account Manager for an up to date quote as prices are subject to change.

pcAmerica POS Software Volume Pricing

Description

CRE Part Number

RPE Part Number

Authorized Reseller Price / Minimum Reseller Price

Minimum Advertised Price

MSRP

10 Pack - Cash Register Express Professional Edition (CRE PRO) License 10 Pack

PCA-LIC-PRO-CRE-10

$3,350

$5,990

Negotiated but not lower than Auth. Reseller Pricing

10 Pack - Restaurant Pro Express Professional Edition (RPE PRO) License 10 Pack

PCA-LIC-PRO-RPE-10

$3,350

$5,990

Negotiated but not lower than Auth. Reseller Pricing

10 Pack - Ca