EXHIBIT 4.7 DISTRIBUTION AGREEMENT THIS
AGREEMENT is made as of the 15th day of January, 2003 BETWEEN : (1)
BOSCOM LTD. registered in Israel , registration number 512236431,
whose registered office address is at Rabin House, Teradion
Industrial Park, D.N. Misgav 20179 (the "COMPANY"), and (2)
BOSANOVA INC., a corporation duly organised under the laws of the
State of Nevada, and having offices at 4536 East Casey Lane, Cave
Creek, Arizona 85331 (the "DISTRIBUTOR"), W I T N E S S E T H : (A)
The Company is the designer, manufacturer and producer of certain
Products (as hereinafter defined); (B) The Company wishes to
appoint Distributor as a non-exclusive distributor of Products in
the Territory on the terms and conditions hereinafter set forth ;
and (C) Distributor wishes to be appointed as a distributor of the
Products on the terms and conditions set out below; NOW, THEREFORE,
the parties hereto have agreed as follows: 1. DEFINITIONS AND
INTERPRETATION 1.1 In this Agreement, unless the context requires
otherwise the following expressions shall have the following
meanings:
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"BUSINESS LOGO" means the business logo reproduced in Schedule 2
"INTELLECTUAL PROPERTY" means patents, trade marks (including the
Trademarks), service marks, registered designs, applications for
any of the foregoing, copyright, database, sui generis rights,
moral rights, Know-How, confidential information, trade or business
names and any other similar protected rights in any country
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"KNOW-HOW" means know-how, drawings, circuit diagrams, computer
programs, expertise, designs, processes, specifications, techniques
and any other information relating to the design and manufacture of
the Products and all other technical information which might
reasonably be of commercial interest to either party in the
development, design, manufacture, sale or supply of the Products
"MARKETING FUNDS" means the funds contributed by the Company for
use by the Distributor for marketing purposes "PRODUCTS" means the
products listed in Schedule 1 "PRODUCT DOCUMENTATION" means the
operating manuals and other literature accompanying the Products
for use by end-users, customers and distributors and any amendments
issued by the Company from time to time "SALES TARGETS" means the
sales targets set out in Schedule 4 which shall include any revised
sales targets agreed by the parties from time to time "TERRITORY"
means USA, Canada & Mexico "TRADEMARKS" means BOS Better
On-Line Solutions Inc and BOScom, a BOS company
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1.2 The headings used in this Agreement are
included for convenience only and are not to be used in construing
or interpreting this Agreement. 1.3 Any reference to one gender
shall include all genders and any reference to a person shall
include people and partnerships, firms, limited liability
companies, corporations, and other unincorporated bodies and
companies and corporate bodies and all other legal entities of
whatever kind and however constituted. 1.4 Any reference to a
clause or a schedule shall (unless otherwise specifically provided)
be to a clause or schedule of this agreement and any reference in a
schedule to a paragraph shall unless otherwise specifically
provided mean a reference to a paragraph of that schedule. 2 2.
APPOINTMENT 2.1 The Company hereby;- 2.1.1 appoints the Distributor
as a non-exclusive distributor of Products in the Territory; and
2.1.2 grants to the Distributor a non exclusive licence to use the
Business Logo and the Trademarks in connection with the sale of the
Products on the terms and conditions and conditions set out below.
2.2 The Distributor shall perform its obligations hereunder in
accordance with the terms of this Agreement and shall comply with
all reasonable instructions relating to the Products which the
Company may give to the Distributor from time to time. 2.3 The
Distributor shall not be entitled to assign any of its rights or
obligations under this agreement but shall be entitled to appoint
sub-distributors to perform such obligations in the Territory
provided that (1) the prior written consent to the appointment of
the sub-distributor is obtained, (2) the appointment is made by a
written sub-distributorship agreement that sets forth the same
confidentiality provisions with regard to the Company's information
as is set forth herein and is subject to the written consent of the
Company and (3) the Distributor shall at all times remain
responsible to the Company for the performance and obligations of
its sub-distributors.. 2.4 The Distributor shall not be entitled to
any priority of supply of the Products over the Company's other
customers but the Distributor will be entitled to an allocation of
production and delivery not worse than that indicated by the date
of delivery of its orders to the Company as compared to the date of
delivery of orders to the Company by other customers. 2.5 The
Distributor represents and warrants to the Company that it has the
ability and experience to carry out the obligations assumed by it
under this Agreement. 2.6 The Distributor shall be entitled to
describe itself as the Company's authorised Distributor for the
sale of the Products in the Territory, but shall not hold itself
out as the Company's agent for the sales of the Products. The
Distributor shall not have the right to bind the Company in any way
and shall not represent nor hold itself out as having the right to
bind the Company in any way. 3 2.7 The Company may from time to
time advance to the Distributor amounts to be used by the
Distributor for Co-op advertising. Such amounts shall be due and
owing by the Distributor to the Company until paid and applied to
Co-op advertising. An initial amount of $100,000 shall be advanced
promptly after execution of this Agreement. The Distributor shall
keep detailed books and records throughout the term of this
Agreement with regard to unpaid and unapplied amounts advanced by
the Company for Co-op advertising and shall send a copy of its
Co-op advertising account (including all unpaid and unapplied
amounts) to the Company each Monday during the term of this
Agreement, updated through the previous Friday. 3. TERM OF
AGREEMENT This Agreement shall commence on the date hereof and
unless sooner terminated in accordance with the provisions of this
Agreement shall continue in effect for an initial period of one
year and successive renewal periods of one year thereafter unless
one party gives to the other a written notice that it intends not
to renew the term of the Agreement not less than 60 days prior to
the termination of the then current term of the Agreement. 4. SALE
AND PURCHASE OF THE PRODUCTS 4.1 The provisions of Schedule 3 shall
apply to all Products sold to the Distributor by the Company and if
there is any inconsistency between the provisions of Schedule 3 and
the other provisions of this Agreement then the latter shall
prevail. 4.2 All orders for Products must be forwarded to the
Company on the Company's usual form Order Form, a copy of which is
attached hereto as Exhibit A unless the Distributor obtains written
consent in advance from the Company to place an order for the
Products in another manner. 5. TRAINING 5.1 The Company shall
provide any necessary training to the Distributor or its personnel
in accordance with its standard scale of charges in force from time
to time and the Distributor will pay the Company for such services
at such rate. 5.2 The Distributor shall ensure that all personnel
engaged in the sale, distribution and installation of the Products
attend such of the Company's training courses (at the Distributor's
expense) as the Company deems necessary from time to time. 4 5.3
The Distributor shall offer to (and shall use reasonable efforts to
persuade) all of its customers to take such training in the use of
the Products as the Company shall recommend for particular
products. The training shall be paid for by the Distributor. The
Company shall charge the Distributor for such training such amounts
as are in accordance with the Company's standard scale of charges
for training as shall be in effect from time to time 6.
DISTRIBUTOR'S OBLIGATIONS 6.1 The Distributor shall: 6.1.1 place
all of its orders for Products only with the Company and use
reasonable efforts to promote and sell the Products throughout the
Territory; 6.1.2 at all times conduct its business in a manner
which reflects favourably on the Products and on the good name and
reputation of the Company; 6.1.3 neither by itself nor with others
participate in any illegal, deceptive, misleading or unethical
practices which may be detrimental to the Products, the Company or
the public interest; 6.1.4 if any dispute shall arise between the
Distributor and any of its customers in respect of the Products (or
their installation or support) promptly inform the Company and
comply with all reasonable directions of the Company in relation
thereto; 6.1.5 at all times employ a sufficient number of sales and
technical staff having sufficient training and expertise properly
to demonstrate, sell and instruct customers in the use of the
Products and capable of addressing customer enquiries and needs
regarding the Products; 6.1.6 at all times maintain adequate
demonstration facilities for the Products; 6.1.7 supply to the
Company such reports, returns and other information relating to
orders and projected orders for the Products as the Company may
from time to time reasonably require; 6.1.8 not make any promises
or representations or give any warranties or guarantees in respect
of the Products except such as are consistent with those which
accompany the Products or as expressly authorised by the Company in
writing; 5 6.1.9 use the Company's Trademarks only in the
registered or agreed style and only in connection with the
marketing and sale of the Products except with the written consent
of the Company and not use the Company's Intellectual Property in
connection with any other products or services; 6.1.10 except with
the Company's prior written consent, not alter, obscure, remove,
interfere with or add to any of the trade names, Trademarks,
Business Logo, markings or notices affixed to or contained in the
Products or the Product Documentation at the time at which they are
delivered to the Distributor; 6.1.11 except with the Company's
prior consent, not alter or interfere with the Products or the
Product Documentation; 6.1.12 if it installs the Products, properly
install them, following the Company's installation guidelines, and
be responsible to the Customer for the proper installation of the
Products; 6.1.13 offer product support contracts to customers the
form of which hav
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