RESELLER AGREEMENT

THIS AGREEMENT is made by and between/among: PROCAD Software Ltd., a corporation having its principal place of business in Calgary, Alberta, Canada (the "Supplier"); - and ____________________________________________________________, an individual or partnership or corporation

having an office at ________________________________________________________ (the "Reseller").

Whereas Supplier wishes to market the products ("Products") defined in Schedule A through the Reseller, then it is agreed as follows:

1.

APPOINTMENT; ACCEPTANCE; AUTHORITY; SCHEDULES; TERM

1.1 APPOINTMENT - Supplier hereby appoints Reseller as a non-exclusive independent sales distributor without the right to appoint sub-resellers or any other persons to promote the sale of the products set forth in Schedule A in the geographic area ("Territory") set forth in Schedule A. Reseller understands and agrees that Supplier may in its sole discretion appoint other resellers of the Products in competition with Reseller. 1.2 ACCEPTANCE - Reseller hereby accepts the appointment set forth in section 1.1 herein and agrees to exert its diligent best efforts to market and promote the Products in the Territory all in accordance with the terms of this Agreement. Reseller shall not sell Products outside the Territory without the prior written approval of Supplier. 1.3 AUTHORITY - Supplier and Reseller each hereby warrant that it has the legal right and authority to enter into this Agreement and that in doing so will not violate any other legal commitments to which either may be a party. 1.4 SCHEDULE(S) - Subject to section 2.1 herein, Supplier shall have the right, on thirty (30) days prior written notice to Reseller to add or delete any terms in Schedule A or any other schedules to this Agreement. Each of the schedules attached hereto and any amendments to such schedules is/are incorporated into this Agreement by reference and forms a part thereof. 1.5 TERM - Subject to earlier termination, this Agreement shall be for a term of THREE (3) YEARS from the effective date specified at the end of this Agreement. If, after the expiration of such term, and if the parties continue to do business with one another, this Agreement shall continue in effect, except that it shall be terminable by either party, with or without cause, for any reason or for no reason, upon fifteen (15) days' prior written notice to the other party.

2.

SALES TERMS & CONDITIONS

2.1 VARIATIONS - Supplier is solely responsible for establishing and publishing all suggested retail prices (SRP), discounts, specifications, working policies and any other terms and conditions concerning the Products. Supplier may change such terms and conditions at will in its sole discretion. 2.2 ORDERS - All Reseller's orders shall be subject to acceptance by Supplier and shall be governed solely by the terms and conditions of this Agreement. 2.3 DELIVERY - all orders of Products may be delivered by downloading the software and media will be sent by mail or courier. 2.4 PRODUCT PRICES - Product prices are specified in the applicable Supplier price list posted on the Supplier’s website in effect at the time that Supplier accepts an order for the Products. The price lists are subject to change without notice AND DO NOT INCLUDE any taxes or duties in connection with the sale. 2.5 PAYMENT - Prepayment is required for all international orders. Payment can be made to Supplier by VISA, American Express, check or direct bank wire transfer.

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3.

RESELLER'S RESPONSIBILITIES

3.1 Reseller shall: a. make best efforts to promote Supplier’s products and applications to prospective customers within their territory and whenever possible; b. on their website, add link to Supplier’s website; c. if requested by prospective or existing customers, Reseller shall provide installation and set-up service for the Products at prices and upon terms determined solely by Reseller; and d. provide support for the Products at prices and upon terms determined solely by Reseller. 3.2 COMPLIANCE WITH LAWS - Reseller shall comply with all applicable laws and regulation in the conduct of its business.

4.

SUPPLIER'S RESPONSIBILITIES

4.1 At Supplier's discretion, Supplier will: a. promote the Products; b. transfer to Reseller sales leads received by Supplier and originating in the Reseller's Territory; c. keep Reseller informed respecting announcements and updates relating to the Products; d. provide support for applications for the Products at a cost and under terms to be negotiated by Supplier and Reseller; e. offer Reseller special software bundles and promotional pricing. 4.2 SALES MATERIALS PROVIDED BY PROCAD - at Supplier's discretion, Supplier will provide Reseller with advertising, user information materials and any other sales material deemed useful by Supplier in marketing the Products. 4.3 SALES MATERIALS PROVIDED BY RESELLER - Reseller may, at its discretion and at its own cost, prepare proposed sales material using the trademarks/trade names of Supplier. No such materials shall be used without the prior written authorization of Supplier, which consent may be withheld for any reason at the discretion of Supplier. In all cases, any trademarks, trade names or identifying slogans affixed to the Products or accompanying labels, containers, cartons or other materials constitute the exclusive property of Supplier and cannot be used for any purpose except in promoting and selling the Products.

5.

OWNERSHIP OF PRODUCTS & SALES MATERIALS

5.1 NO GRANT OF RIGHTS OR LICENSES - the sale of the Products by Supplier to Reseller hereunder does not include or grant any rights or licenses, implied or otherwise, under any of Supplier's patents, copyrights, trademarks, trade secrets, goodwill or other proprietary rights covering the Products, all of which are exclusively reserved to Supplier. Reseller hereby agrees that it shall only use the foregoing proprietary rights owned by Supplier during the term of this Agreement and then only in a manner previously authorized by Supplier in writing. 5.2 RESPECT & RESTRICTION OF RIGHTS - Reseller acknowledges that: a. certain of the Products may be or may become protected by the copyright, patent and/or trademark laws of United States and/or Canada, and Reseller agrees to respect such copyrights, patents and/or trademarks; and b. various components of the Products, including software or firmware components, constitute or contain trade secrets or proprietary information owned by Supplier and Reseller agrees to protect the confidentiality thereof. RESELLER AGREES NOT TO COPY, REPRODUCE, REDESIGN, TRANSMIT, MANUFACTURE, REVERSE ENGINEER, DISASSEMBLE THE PRODUCTS OR ANY PART THEREOF, IN ANY WAY, OR TO AUTHORIZE OR PERMIT ANY OTHER PERSON TO DO SO. 5.3 SURVIVAL - sections 5.1 and 5.2 herein shall survive the termination or expiration of this Agreement.

6.

LIMITED WARRANTY

All Products shall be sold with Supplier's standard warranty as set forth in Schedule B attached hereto. Except for the limited warranty in such Schedule B, Supplier MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SUPPLIER NEITHER ASSUMES NOR AUTHORIZES RESELLER OR ANY OTHER PERSON TO ASSUME FOR SUPPLIER ANY OTHER LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THE SALE OF THE PRODUCT. IN NO EVENT SHALL SUPPLIER, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORIES OR PRINCIPLES FOR LOST PROFITS, ANTICIPATED LOSS OF PROFITS, SPECIAL, GENERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

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7.

TERMINATION

7.1 TERMINATION DURING THREE YEAR TERM - either party may terminate this Agreement on thirty (30) days' written notice delivered to the other party at its address shown herein or at such other place as may from time to time be communicated in writing. 7.2 SUMMARY TERMINATION - Notwithstanding any other term of this Agreement, Supplier may terminate this Agreement WITH IMMEDIATE EFFECT if Reseller breaches any term of this Agreement, fails to pay any invoice when due, becomes insolvent or bankrupt or if a receiver or receiver-manager is appointed in respect of Reseller's business or assets. 7.3 TERMINATION CONSEQUENCES - On termination of this Agreement for any reason, Supplier shall not be obliged to deliver any Products not delivered for which orders have been accepted. Furthermore, on termination of this Agreement for any reason, Reseller shall: a. immediately cease to describe itself as an Authorised Reseller of Supplier; b. at the option and request of Supplier, promptly deliver to Supplier all Products, together with all information, data and materials supplied to Reseller by Supplier and pertaining to the Products; and c. cease advertising, marketing, promoting or selling the Products.

8.

RELATIONSHIP

Nothing in this Agreement shall be construed to constitute Reseller as a partner, employee, joint venturer or agent of Supplier. Neither party shall have or represent itself as having any authority to bind the other in any respect. It is expressly agreed and intended that each party hereto shall remain a separate legal entity from the other and each shall be an independent contractor responsible for its own actions.

9.

ASSIGNMENT

This Agreement may not be assigned by Reseller. Supplier may assign this Agreement.

10. MISCELLANEOUS 10.1 TIME - Time shall be of the essence of this Agreement. 10.2 SUCCESSORS - Subject to section 9 hereof, this Agreement shall endure to the benefit of and shall bind the respective successors and assigns of the parties, and the heirs executors, administrators and assigns of natural persons who are or become parties. 10.3 AMENDMENTS - this Agreement may be amended only by written instrument duly executed by both parties. 10.4 CHOICE OF LAW - This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. The parties agree to attorn to the jurisdiction of Alberta Courts in relation to any dispute or other matter arising herefrom. 10.5 COMPLETENESS - This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties with respect to the subject matter hereof. There are no undertakings, representations, warranties, terms, conditions or collateral agreements, express, implied or statutory, between the parties with respect to the subject matter hereof other than as expressly set forth in this Agreement. 10.6 NOTICES - All notices required or permitted hereunder shall be in writing and shall be effective upon personal delivery or when sent by courier or by registered prepaid mail (return receipt requested) and addressed to the receiving party at the address set forth below the party's signatures to this Agreement.

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IN WITNESS WHEREOF this Agreement is executed on the date indicated below, with effect from the date of execution by Supplier. PROCAD Software Ltd.

______________________________________ (insert Reseller name)

per: __________________________________

per: __________________________________

Name: ________________________________

Name: ________________________________

Position: ______________________________

Position: ______________________________

Date Executed: _________________________

Date Executed: _________________________

PROCAD Software 12 Elbow River Rd. Calgary, AB Canada T3Z 2V2

______________________________________ (insert Reseller name) ______________________________________ (insert Reseller address) ______________________________________

______________________________________

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SCHEDULE A TO A RESELLER AGREEMENT BETWEEN SUPPLIER & ___________________________________

RESELLER DISCOUNTS AND PAYMENT TERMS Discounts 1.

Reseller discounts for new software packages are as follows: 2D DESIGNER® Product Discount -----------------------------------------------------------------------------------------------------------------------AutoELECTRIC, AutoFLOW, AutoORTHO & AutoISO 25% Piping Suite1 25% Maintenance Plan2 (optional) 20% 3DSMART® Product Discount -----------------------------------------------------------------------------------------------------------------------Starter Suite and Additional Modeler Seats 25% Alias Products: Personal ISOGEN 25% NavisWorks Products: Roamer, Publisher, Presenter & Clash Detective 20% Maintenance Plan2 20% Notes:

2. 3. 4.

1. The Piping Suite includes the AutoFLOW, AutoORTHO and AutoISO with substantial savings 2. The annual Maintenance Plan covers free technical support and free software upgrades 3. Maintenance Plan annual fee is 20% of Suggested Retail Price of software 4. Network Activation Fee discount is 20% of SRP (suggested retail price) of software 5. Floating Network Licenses are subject to an additional activation fee as per price list 6. Software costs based on the latest pricing published on Supplier’s website

Resellers receive 20% discount on all software upgrades. All prices are in US dollars. Shipping of media to customer is included at no extra cost.

Payment Resellers are required to prepay for orders. Payment can be made by VISA, MasterCard, American Express, check or direct bank wire transfer. Changes All terms in this Schedule A (except the Territory specified below) are subject to change by PROCAD with a 30 day notice to Reseller. Territory The geographic area for the purposes of clause 1.1 of this agreement shall be as follows: State/Province/Territory

Address of office servicing this area

_______________________

_________________________________________________________

_______________________

_________________________________________________________

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SCHEDULE B TO A RESELLER AGREEMENT BETWEEN SUPPLIER & ___________________________________

INTERNATIONAL LIMITED WARRANTY

The Supplier warrants the Product sold to be free from defects to the best knowledge of the Supplier when Product is delivered to the customer by Supplier or an Authorised Reseller. Supplier's responsibility with regard to this warranty shall be limited solely to fix any Product which fails during normal consumer use within a reasonable timetable. This warranty does not extend to damage which occurs in due to the use of parts or accessories (if any) not supplied by Supplier, or failure which results from misuse, neglect, alteration, improper installation or maintenance.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SUPPLIER NEITHER ASSUMES NOR AUTHORIZES RESELLER OR ANY OTHER PERSON TO ASSUME FOR SUPPLIER ANY OTHER LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THE SALE OF THE PRODUCT. IN NO EVENT SHALL SUPPLIER, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORIES OR PRINCIPLES FOR LOST PROFITS, LOSS OF ANTICIPATED PROFITS, SPECIAL, GENERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS PARAGRAPH SHALL SUPERSEDE ANY PROVISIONS OF THIS INTERNATIONAL LIMITED WARRANTY WHICH ARE INCONSISTENT HEREWITH.

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