2007 RESELLER AGREEMENT SONY ELECTRONICS INC.

Exhibit 10.12

Contract #           40016007

Sold to Party#     1026334

2007 RESELLER AGREEMENT

SONY ELECTRONICS INC.

ARTICLE I    PARTIES TO THIS AGREEMENT

This Agreement is entered into and is effective as of April 01, 2007 (“Effective Date”) by and between:

ARTICLE II    PREMISES OF THIS AGREEMENT

WHEREAS , Sony is engaged in the sale or license and distribution throughout the United States of various electronic products, related accessories and software; and

WHEREAS , the Reseller desires and is willing to resell or license such products, accessories and software and represents that it is capable of providing the necessary facilities therefor.

NOW THEREFORE , by reason of the foregoing premises and in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

ARTICLE III    THE TERM AND DEFINITIONS

(a)

Term :  This Agreement shall commence as of the Effective Date and expire MARCH 31,2008 (the “Term”) unless earlier terminated in accordance with Article IV, Section 10.0.

(b)

Products :  The term the “Product(s)” refer(s) to those products, accessories and software of Sony which the Reseller is authorized to purchase and resell or license pursuant to each Schedule.

(c)

Schedules :  Each Schedule identifies the Products which the Reseller is authorized to purchase and resell or license, and contains terms and conditions regarding the Products which may be in addition to or different from the General Terms and conditions set forth in Article IV.

(d)

General Definitions:

The term the “Principal Business Location” refers to the Resellers address set forth in Article I above.

The term the “Authorized Business Location(s)” refers to the Principal Business Location and to the locations which are identified as Authorized Business Locations, if any, listed below:

Southern Imaging. Inc. 2720 Commodore Drive Suite 150 CARROLLTON TX 75007

Upon written notice, Sony may from time to time, add or delete Authorized Business Locations.

The term the “Customer(s)” refer(s) to those third parties identified in a Schedule to whom the Reseller is authorized to resell the Products.

The term “sale” or “resale” also refers to license in the case of Products which are software.

The term the “Territory” refers to the geographical area within the continental United States and Alaska identified in a Schedule in which the Reseller is authorized to resell the Products.

ARTICLE IV   GENERAL TERMS AND CONDITIONS

SECTION 1.0:    APPOINTMENT

1.1

Appointment Sony hereby appoints the Reseller, for the Term hereof, on a non-exclusive basis, to sell and promote the sale of the Products to the Customers in the Territory, subject to the terms and conditions of this Agreement and any additional and/or different turns and conditions set forth in a Schedule. Sony may, in Its sole discretion, appoint additional resellers and/or other types of resellers in the Territory and/or sell the Products directly or indirectly to the Customers .

1.2

Status as Independent Contractor : The relationship established between Sony and the Reseller by this Agreement is that of a vendor to its vendee and nothing herein contained shall be deemed to establish or otherwise create a relationship of principal and agent between Sony and the Reseller. The Reseller represents that it is an independent contractor who will not be deemed an agent of Sony for any purpose whatsoever and neither the Reseller nor any of its agents or employees will have any right or authority to assume or create any obligation of any kind, whether express or implied, on behalf of Sony. The parties acknowledge this Agreement is not a franchise agreement and does not create a franchise relationship between the parties and if any provision of this Agreement is deemed to create a franchise between the parties, then this Agreement will be deemed null and void and will automatically terminate as if such provision had been deemed unenforceable by a court as provided in Article IV, Section 16.6.

1.3

Sole Compensation : The Reseller acknowledges that its sole compensation under this Agreement shall be the proceeds it may receive, if any, on its resale of the Products.

SECTION 2.0:  GENERAL RESELLER PERFORMANCE REQUIREMENTS

During the Term, the Reseller shall:

(a)

support, promote, advertise and use its best efforts to maximize its resale of the Products in accordance with this Agreement and any applicable Schedules;

(b)

not, without Sony’s prior express written permission, knowingly sell or otherwise participate in the selling of the Products to any third party where the end product in which the Products may be incorporated could be tamed or classified as medical life support or aircraft instrumentation;

(c)

refrain from engaging in any unfair competitive or misleading or deceptive practices respecting the Products, including but not limited to product disparagement and bait and switch practices; and comply with all applicable federal, state and local laws and regulations, including but not limited to those related to the delivery of warranties, disclosures and privacy respecting the Products;

(d)

not: (i) sell or offer to sell any of the Sony-branded products set forth in the Schedule(s), or otherwise offered by Sony, other than the Products purchased by the Reseller from Sony or a Sony authorized reseller or distributor of same; (ii) purchase the Products, or any of the other Sony-branded products offered by Sony, from any source other than Sony or a Sony authorized distributor or reader of same. The Reseller acknowledges that nothing herein shall be deemed to authorize or grant the Reseller the right to state or imply in any manner that it is authorized to promote or sell Sony-branded products other than the Products and that it will not state or imply in any medium anything to the contrary unless the Reseller has been so authorized by another unit of Sony Corporation (Japan) responsible for the sale and marketing of such other Sony-branded products;

(e)

promptly provide Sony, when requested, with reports as to year-to-date sales of the Products by each Authored Business Location; and,

(f)

promptly provide Sony, when requested, with information relating to its compliance with applicable laws; and,

(g)

immediately forward to Sony the information concerning all complaints or claims of damage relating to any of the Products that may come to the Resellers attention.

SECTION 3.0:  SALE OF THE PRODUCTS

3.1

Terms of Sale : Sony shall sell the Products to the Reseller upon the terms and conditions set forth in this Agreement and any additional and/or different terms and conditions set forth in a Schedule. From lime to time, Sony may provide to the Reseller certain programs and poises related to the resale of its Products.

3.2

Price : Sony may change the prices of any of the Products. My new prices shall be effective on the date set forth in the announcement issued by Sony.

3.3

Resale of the Products : The Reseller shall unilaterally establish its own resale prices and terms with respect to the Products, provided, however, that Sony reserves the right to establish the maximum prices at which the Products may be re-sold. Except as stated in the preceding sentence, Sony and its employees will neither have authority to Instruct the Reseller as to what the resale prices of the Products must be, nor to interfere with the Resellers independent establishment of such prices.

3.4

Allocations : Sony may, in its sole discretion, allocate its inventory of the Products.

3.5

Availability/Changes In the Products : Sony may, in its sole discretion, discontinue the sale of. or effect changes to. any of the Products or parts/accessories thereto (except where continued availability is required by law) without advance notice thereof to the Reseller and without obligation to modify or change any of the Products previously delivered or to supply new Products meeting earlier specifications.

3.6

Taxes : The Reseller shall bear the cost of any taxes (exclusive of taxes based on Sony’s net income), levies, duties and fees of any kind, nature or description whatsoever applicable to any of the Products supplied by Sony to the Reseller. The Reseller will pay to Sony all such sums upon demand unless the Reseller provides Sony, at the time of the submission of its purchase orders for the Products in question, tax exemption certificates or licenses with respect thereto acceptable to the appropriate taxing authorities.

3.7

Adjustments : If the prices at which the Products are sold by Sony to the Reseller represent a price which has been reduced based on a representation by the Reseller that it would make certain quantity purchases, and the Reseller fails to make such quantity purchases, then Sony may, in its sole discretion, adjust the prices to the otherwise prevailing price(s) for the quantity of the Products actually purchased, and the Reseller will pay Sony such price differential promptly upon its receipt of Sony’s invoice therefor.

SECTION 4.0:  PURCHASE ORDERS; SHIPMENTS

4.1

Prevailing Terms : If any purchase orders, acceptances, other documents, or electronic terms and conditions of any kind are used by the Reseller in connection with the purchase of the Products, then, notwithstanding any provisions therein contained to the contrary, same shall be governed by the terms and conditions of this Agreement, and any terms or conditions thereof which are inconsistent, different from, or in addition to the provisions of this Agreement will be deemed null and void.

4.2

Purchase Orders : The Reseller’s orders for the Products shall be subject to acceptance by Sony in writing or by shipment of the Products and will be used by Sony only for its internal bookkeeping to identify the Products, quantities and delivery dates requested by the Reseller. Sony may, in its sole discretion, cancel any of the Reseller’s orders previously accepted by Sony or stop the shipment thereof if the Reseller fails to meet payment schedules or credit requirements established by Sony, or if the Reseller is in default of this Agreement.

4.3

Shipments : Sony shall ship the Products to the Authorized Business Location(s) specified in the Resellers purchase orders, or other authorized distribution center, provided such is authorized by Sony as a ship-to location. The Reseller will bear all costs and expenses incident to Sony’s shipment of the Products to it, except in the case of any shipment which qualifies for prepaid freight under any Sony program then in effect. Sony will select the method of shipment of, and the carrier for, the Products.

4.4

Title and Risk of Loss : Subject to Article IV, Section 6.0, title to the Products sold by Sony to the Reseller shall pass upon Sony’s delivery thereof to the career. Risk of loss or damage to any of the Products in transit, without regard to whether Sony paid the shipping charges therefor or whether any third party is designated as consignee thereof, is the Resellers, whose responsibility it will be to file claims with the carrier provided that, if the carver requires that any claim be filed in Sony’s name, Sony will provide the Reseller the means to do so.

4.5

Times of Delivery :  Delivery dates for the Products set forth in any Reseller order or Sony’s confirmation thereof shall be deemed to be estimated.  However, if Sony delays delivery of any of the Products covered thereby for more than sixty (60) days after the estimated delivery date, then the Reseller may, as its sole remedy therefor, cancel that order for the Products to the extent it has not been previously fulfilled by giving Sony notice thereof within ten (10) days of such date.

4.6

Separate Transaction :  Each Reseller order shall be deemed a separate transaction and each shipment of the Products covered thereby by Sony will constitute a separate sale, obligating the Reseller to pay therefore whether such shipment is in whole or partial fulfillment of an order.

4.7

Electronic Data Interchange : If and to the extent that the parties elect to use electronic communication lines known as Electronic Data Interchange (“EDI”) to allow for the transmission of orders and/or invoices for the Products, and/or to undertake other EDI transaction sets, the terms and conditions of this Agreement shall apply thereto.

4.8

Access to Systems : To the extent either party allows the other to access any of its systems in connection with conducting business under this Agreement, the other party shall treat such access and any information to which they are given access therein with the same degree of care as they would with their own systems and information, including but not limited to protecting access and passwords and the confidentiality of any such systems and information.

SECTION 5.0:  CREDIT INDEBTEDNESS

5.1

Maintenance of Credit Line : The Reseller shall maintain a credit line sufficient to support its purchases of the Products from Sony and to pay any Indebtedness to Sony when due. Sony may, in its sole discretion, either generally or with respect to any specific Reseller order, vary, change or limit the amount or duration of credit allowed to the Reseller. The Reseller will make available to Sony such statements of its financial condition as Sony may, from time to time,reasonably request.

5.2

Unauthorized Deductions/Stopped Payments : Sony reserves the right at all times, either generally or with respect to any specific Reseller order, to vary, change or limit the amount or duration of credit to be allowed to the Reseller. The Reseller shall not make any deductions from any payments to be made to Sony unless the Reseller has received an official credit memorandum from Sony authorizing such deduction. The Reseller will not stop payment on any check or other instrument of payment issued to Sony.

5.3

Default: Acceleration of Obligations and Charge For Late Payment : The Resellers payment for the Products shall be considered past due if it is not received by Sony by the due date shown on Sony’s invoice therefor. If any payment is past due, then in addition to any other remedy available to Sony under this Agreement or at law or in equity therefor, Sony may: (a) declare, by notice to the Reseller, all of the liabilities and obligations of the Remitter to Sony, whether then due or not, to be immediately due unless the past due payment is received by the time specified in the notice; and/or, (b) impose a monthly finance charge on all amounts past due or declared due by (a) above equal to the lesser of one and one half percent (1-1/2%) compounded or the maximum charge allowable by law; and, (c) charge Reseller for Sony’s reasonable expenses of collection therefor, including, but not limited to, attorneys’ and experts’ fees and mud costs.

5.4

Bankruptcy : Credits, discounts, rewards and rebates issued to the Reseller by Sony under this Agreement or any program announced in connection herewith by Sony are available for use by the Reseller only for the future purchase of the Products from Sony, are not cash equivalents, do not create a right of payment to the Reseller, and are not deemed earned until the Products purchased are paid for in full. Any such credits, discounts, rewards and rebates are subject to all of Sony’s rights under applicable state or federal law, including, but not limited to, its rights of setoff and recoupment. If the Reseller is the subject of a voluntary or involuntary bankruptcy proceeding, the automatic stay will not be applicable to any attempt by Sony to effect a reconciliation of accounts with the Reseller by applying any such credits, discounts, rewards and rebates due to the Reeder against amounts due Sony. If any merchandise or amounts previously paid by the Reseller to Sony are returned forfeited, or subject to avoidance or similar action in a bankruptcy proceeding or a proceeding under any similar state statute or federal law, such credits, discounts, rewards and rebates will be deemed null and void and not earned, and any credits, discounts and rebates previously issued to the Reseller that, for whatever reason, are not deemed null and void, will be used to offset any amounts due Sony.

5.5

Time for Inquiries : Unless a shorter time is specified elsewhere in this Agreement, the Reseller acknowledges that any and all inquiries or claims regarding credits, reimbursements, or adjustments of any kind to the Reseller’s account must be initiated in venting and submitted to Sony no later than one hundred eighty (180) days from the date of the invoice, credit memorandum, or other transaction document to which it relates, and the Reseller’s failure to submit inquiries or claims within such time period will constitute a complete and final waiver with respect to the substance of such claim.

SECTION 6.0:  SOFTWARE OWNERSHIP

Retention of Rights : The Reseller acknowledges that Sony or. in applicable instances, Sony’s licensors, retains the entire right, title and interest in and to: (a) the intellectual property (including, without limitation, all patents, copyrights and trade secrets) related to any item of software and related documentation which Sony provides to the Reseller; and, (b) all copies of any software and related documentation which Sony provides to the Reseller Sony shall permit the Reseller to only use such software and documentation internally or to distribute such software and documentation to the Customers, and the Reseller will use such software and documentation or distribute such software and documentation only to the Customers, on such terms and conditions as Sony or its licensors may, from time to time, impose.

SECTION 7.0:  TRADEMARKS/TRADE NAMES

The Reseller acknowledges that it shall have no right to or interest in any trademarks and/or bade names owned, used or claimed now or in the future by Sony, Sony Corporation of America, Sony Corporation (Japan) or the subsidiary or affiliate companies of such corporations.

SECTION 8.0:  INSPECTION / ACCEPTANCE - LIMITED WARRANTIES / DISCLAIMERS

8.1

Inspection/Acceptance : Promptly upon the Resellers receipt of any of the Products under this Agreement, the Reseller shall inspect same and furnish Sony with any claim it may have for (a) shortages or incorrect materials no later than five (5) days after receipt; or, (b) invoicing mistakes no later than twenty (20) days after receipt. Upon receipt of any claim for incorrect materials, Sony will issue the Reseller an authorization to return (“ATR”) for the Products. The Reseller will not return any Product without an ATR from Sony. The Resellers failure to make a claim within the time periods set forth herein will be deemed to constitute the Resellers acceptance of the Products. In the case of any such timely claim, Sony will, upon confirmation of the claim, promptly furnish the Reseller with a credit memorandum for the Products returned and, where applicable and subject to availability, ship the Reseller replacements Products with an invoice therefor.

8.2

Limited Warranty : Sony’s warranty for any of the Products shall be for the benefit of the end-user as set forth In Sony’s Limited Warranty Card enclosed with or accompanying each Product If any of the Products are not accompanied by warranty cards, Sony’s then current warranty applicable to those Products will apply.

8.3

DISCLAIMER OF WARRANTY: THE RESELLER ACKNOWLEDGES THAT EXCEPT FOR THE WARRANTY DESCRIBED IN ARTICLE IV, S