EXCLUSIVE DISTRIBUTORSHIP AGREEMENT

This exclusive distributorship agreement (hereinafter: Agreement ) has been entered into by and between

TOTH Attila, 1237 Budapest, Nyír u. 30. 1/12., Hungarian citizen, hereinafter: PRINCIPAL ), on the one hand,

and

VIDATECH   TechnolOgiai KutatO, Fejlesztő és SzolgáltatO Korlátolt Felelősségű Társaság (head office: 1095 Budapest, Soroksári út 94-96.; registered by the [Budapest] Metropolitan Court as Court of Registration under No. 01-09-870107, represented by: KUN Dániel, Managing Director; hereinafter: AGENT ), on the other hand

(referred to hereinafter separately as Party and collectively as Parties) at the date stated hereinbelow.

Whereas

The Parties agreed this day under the following terms and conditions:

Plan Documentation shall be interpreted by the Parties as the full technical description and design of TothTelescope.

Measurement Units shall be interpreted by the Parties as the metric system.

The objective of this Agreement shall be that the Principal assigns the exclusive distribution right relating to the telescope named PUT 1.0 (hereinafter: Product) to the Agent for the purpose that the Agent manufactures the Product, has it manufactured, utilises it in manufacturing processes, acquires purchase orders, satisfies market demands, searches for manufacturing partners and subcontractors and finances the costs to be incurred with the involvement of venture capital. In the framework of further cooperation the development of the basic Product, the industrial rights protection, patents, product developments should by financed by venture capital. Furthermore, the Agent may potentially transfer the exclusive right of utilisation to a third party and the Parties should proportionately share in the fees payable by such third party.

Furthermore, the Agent undertakes to establish an Internet-based, so-called e-commerce sales system for the sales of the Product, undertakes to maintain and develop it and to organise the satisfaction of the purchase orders received.

Based on the Agreement the Principal grants a licence for the sales and utilisation of the Product and the Agent shall pay a fee for this licence.

1. What will be covered by the assigned right?

The Agreement shall cover all methods and extents of utilisation for 1 (one) year reckoned from signature, without any territorial restriction.

The Principal shall warrant during the full term of the Agreement that no third party has any right preventing or restricting the utilisation.

2. Exclusivity, transferability

On the basis of the express agreement of the Parties the Agent acquires, by this Agreement, an exclusive right for the utilisation of the Product and the Parties expressly exclude that the Principal himself or any other third party should utilise the Product.

The Parties expressly agree that the Agent will be entitled to assign the rights embodied and transferred through this Agreement to any third party, and/or to grant a right of use to any third party without any further permission or consent.

3. Obligation of training

The Principal shall inform the Agent as user on any possible rights and important circumstances relating to the Product and transfer the economic, technical and organisational know-how and experience related to the implementation of the invention.

In case of the assignment of the rights to a third party the Principal will be charged by the obligation set out in this Clause towards such third party. The Principal as trainer will be responsible for the success of the training.

4. Patent register

The Parties will proceed for the sake of the registration of this Agreement in the patent register kept by the Hungarian Patent Office. In the framework thereof they will request the recording of an exclusive licence of utilisation for the benefit of the Agent.

The Principal undertakes the obligation to make and/or to obtain the declarations required for the Principal’s being recorded in the patent register, furthermore, he will make all legal acts, which are required for the acquisition of right by the Agent and the performance of which will be possible for the Agent without undertaking any or materially big difficulties.

5. Starting date of utilisation

15 July 2006

6. Consideration, compensation

40%, say forty percent of all revenues due to the Agent in consequence of the utilisation of the Product (including the fees payable by the third party, if the Agent assigns the exclusive right of utilisation to a third party) shall be due to the Principal, as gross licence fee, i.e. based on the express agreement of the Parties the licence fee shall include the amount of the general turnover tax [VAT] payable and also that of the deductible taxes and other public dues.

All costs in connection with the utilisation of the Product and/or with the assignment of the related rights (expenditures in the nature of materials and in personal nature, out-of-pocket expenses, fees, stamp duties, etc.) shall charge the Agent.

The costs related to the manufacturing activity connected to the Product, to the manufacturing processes and to the sales of the Product shall be borne jointly by the Parties, i.e. in