PRINCIPAL HEADS OF TERMS BETWEEN 2-Track (UK) AND Hansworth M.E. LLC

PRINCIPAL HEADS OF TERMS
BETWEEN
2-Track (UK) AND Hansworth M.E. LLC

Date: 8th December 2005

Document Ref: HT -- 190705 - HW

Circulation: See below:

2-TRACK Ltd 00 Xxxx Xxxxx Xxxxxxx Xxxx Xxxx Xxxxxx XX0 0XX	Hansworth X.X.XXX Suite G20-21, Emarat Atrium Sheikh Zayed Xxxx X X Xxx 00000, Xxxxx - XXX
Xxxx XXXX Xxx Xxxx	Iseeb Xxxxxx

This document represents a Heads of Terms agreement between Hansworth X.X.XXX ("Hansworth") and 2-Track Ltd ("2-Track") relating to contractual terms to be entered into between the parties relating to the technology development, marketing and distribution rights, and access to markets of the following:-

• 2-Track's Condor FMS, a fleet management system, monitoring equipment and software applications (the "Products") aimed at both commercial and consumer markets

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PURPOSE OF AGREEMENT

1. Xxxxxxxxx and 2-Track have agreed to work closely together and cooperate fully to distribute the Condor FMS in the Field.


2. It is intended to achieve territorial advantages in specifically defined market niches through a combination of cost leadership, service excellence, and strong local partnerships in each market. The explicit aim of both parties is to drive effective sales as telematics markets start to accelerate in the Field.


3. The agreement reflects the parties intention to develop mutual exclusivity (as far as is commercially and legally possible) in the Field. Initially Xxxxxxxxx shall be appointed as an "Exclusive Partner" in the Field


4. As an Exclusive Partner, Xxxxxxxxx shall be offered exclusive territorial marketing rights on its targeted business markets in exchange for agreed exclusivity fee of 80,000 U.S. dollars for GCC country ( which U$D 40,000 for prepayment for software and U$D 40,000 for 2-Track Global Shares ) where it is required exclusivity and minimum purchase guarantees as specified below ( Below purchase guarantees are for entire gulf region ).



Years	Number of units
Initial year ( first 18 month )	5000
2nd year	8000
3rd year	10000
4th year	12000
5th year	15000



5. This Agreement contemplates that Xxxxxxxxx shall purchase the Products from 2-Track on behalf of Xxxxxxxxx's customers. As a strategic partner, Xxxxxxxxx shall be offered competitive terms for clients in the Field.


6. All payments shall be Subject to Terms and conditions of business of 2-Track from time to time in force


7. The method of allocating service charges to customers, i.e. implementation, repairs and maintenance, shall be discussed by parties.


8. Xxxxxxxxx's targeted business markets include but are not limited to:-
   
   Vehicle Fleet Management
   
   The companies have agreed that in order to facilitate the terms of this agreement that both parties will perform the following:
   
   (1) 2-Track shall provide reasonable sales and technical training, and technical support to Hansworth.
   
   (2) Hansworth will actively promote the Products and provide technical assistance for 2-Track in implementation and supporting customers. During the term of this agreement, neither Xxxxxxxxx nor any Affiliates of Hansworth, shall, without 2-Track's prior written
   
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   consent, distribute, sell, promote or market in the Field any lines or products that directly compete with the Products.
   
   (3) In respect of any bespoke applications or commissions requested by customers of Hansworth, including but not limited to software development, system integration, or system consulting, the parties shall discuss in good faith to customer requirements and deal them case by case basis.


9. The agreement shall cover a period of five and half years commencing on the date of execution of this Heads of Term document.

Non Disclosure

• A non-disclosure agreement between 2-Track and Hansworth has already been signed and both parties shall share information with each other under the restrictions of that agreement, unless specifically authorised in writing by both companies.

Intellectual Property

• All Intellectual Property residing in the Products technology and architecture and any developments or improvements thereto shall remain the property of 2-Track Limited.

Public Notices

• The parties agree that no information shall be made public without written approval by both parties.

Non Disclosure

• It is agreed between the parties that as soon as is practical after the signing of this Heads of Terms document and in any event no later than 30 days from the date hereof the parties shall enter into detailed contracts reflecting the proposed terms contained herein.

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Signed for and on behalf of 2-Track Ltd

Xxxxxxx Xxxx, Chief Executive Officer

Date : 8th December 2005

Signed for and on behalf of Hansworth X.X.XXX

Xxxxx Xxxxxx, Managing Director

Date : 8th December 2005

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