Subject Search Scanner CD Edition 5.2

"Subject Search Scanner CD Edition" Software WORLDWIDE DISTRIBUTION AGREEMENT

1. PARTIES: This is a distribution agreement ("Agreement") between Kryloff Technologies, Inc. ("KT"), the developer and the owner of the Evaluation Version of the Subject Search Scanner Software ("Software"), and the distributor, ("Distributor").

2. Scope of Grant: KT provides Distributor with one or more copies of the Software ("master copy") and grants Distributor a nonexclusive worldwide license to market, promote, transmit, create copies of and distribute the Software through Distributor`s Web sites, affiliated or any other Internet sites by any and all electronic means and/or via any other distributionmethods. Distributor may create software wrappers or other addenda to the master copy of the Software that may help Distributor to distribute Software. Distributor may not remove any copyright notices, reverse engineer, disassemble or otherwise modify master copy or/and any other copies of Software. This Agreement does not automatically give Distributor the right to sell Software.

3. RIGHTS: KT retains ownership of the copyright including all other rights to Software. KT retains the right to publish, license, market, promote, sell, transmit, and distribute Software through any additional methods or Internet sites by any and all electronic means and/or via any other distribution methods. KT retains the rights to distribute Software with any and all other entities of KT`s choosing. KT retains the full ownership of Software.

4. WARRANTIES: KT warrants to Distributor that KT is the sole creator and the owner of the Software and all related intellectual property and that KT has full power to enter into this agreement. KT guarantees that neither the Software or any rights or licenses granted by this Agreement will (i) violate any contract by which KT is bound or any applicable law or regulation or (ii) violate or misappropriate any copyright or other intellectual property rights of any third party. KT shall hold Distributor harmless from all claims, damages, and expenses related to Software.

5. RELATIONSHIP OF PARTIES: Distributor and KT are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between the parties.

6. TERM AND TERMINATION: The parties are deemed to be automatically bound by the terms of this Agreement from the moment the Distributor starts marketing, copying, publishing, promoting or/and distributing the Software. Either party may terminate this Agreement at its sole discretion at any time with or without cause upon written notice or an email message.

7. LIMITATION OF LIABILITY: DISTRIBUTOR SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. DISTRIBUTOR SHALL NOT BE LIABLE FOR MISUSE OR UNLAWFUL DISTRIBUTION OF SOFTWARE BY CUSTOMER OR THIRD PARTY. KT GUARANTEES THAT DISTRIBUTOR SHALL NOT BE LIABLE WITH RESPECT TO ANY DAMAGES ASSOCIATED WITH MARKETING, PROMOTING, DISPLAYING SCREENSHOTS OR PUBLISHING EXCERPTS FROM SOFTWARE, TRANSMITTING, AND/OR DISTRIBUTING SOFTWARE.

8. ENTIRE AGREEMENT: This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements with respect thereto.