EXCLUSIVE OEM/DISTRIBUTORSHIP AGREEMENT
This Exclusive Distributorship Agreement ("Agreement"), made and effective this March 10, 1995, by and
between Celerity Systems, Inc., a Tennessee Corporation ("Manufacturer or "Manufacturer") and InterSystem
Multimedia, Inc, Distributor, a New Jersey Corporation ("Distributor").
Manufacturer desires to appoint Distributor, and Distributor desires to accept appointment, as an exclusive
distributor of Manufacturer's products within a defined area as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and promises set forth herein, the parties agree
1. Rights Granted.
Manufacturer hereby grants to Distributor, subject in all events to its compliance with the other terms and
conditions of this Agreement,
(i) the exclusive right to purchase, promote and sell Manufacturer's products to Korea Telecom ("KT") for KT's
use in the Republic of Korea (the "Territory"), and
(ii) a co-exclusive right with Integrated Network Corp. to purchase, promote and sell Manufacturer's products to
other customers in the Territory for their use in the Territory, and
(iii) a non-exclusive right to purchase, promote and sell Manufacturer's products to customers in the rest of the
Each of the distributorships provided under (i), (ii) above shall be for an initial term of three (3) years as provided
for in Article 13. The distributorship provided for under (iii) above respecting certain non-exclusive worldwide
rights shall be terminable by Manufacturer at any time by the giving of a written notice which shall state a Date of
Termination, which shall not be any earlier than thirty (30) days after posting of such Notice in the U.S. Mail by
Manufacturer. On the Date of Termination all distributorship rights granted under (iii) above shall forthwith
terminate subject only to the continuing obligation of the parties under Article 14A, B and C of this Agreement.
As used in this Agreement, the term "Manufac