Distribution Agreement

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This Distribution Agreement involves

Rytec, Inc

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Title: Distribution Agreement
Date: 3/7/2005
Industry: Scientific and Technical Instr. Sector: Technology

Distribution Agreement, Parties: rytec inc

February 25, 2005

Mr. Don Grasso

President & CEO

Rytec, Inc.

One Cedar Parkway

Jackson, WI 53037

Dear Don:

It was good to speak with you again today. The purpose of this letter is highlight the key points of today’s discussion in which I proposed revisions to the Distribution Agreement as described below.

The $300,000 that Rytec has paid to Invisa in the “Original Equipment and Independent Distribution License Agreement” between Rytec and SmartGate dated July 12, 2002 now will be applied as compensation for development work performed by Invisa (instead of being applied as a price offset against future product delivery).

To compensate for period engineering expenditures by Invisa in 2005, the $300,000 will be dra

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