THIS TIMEWISE TRIAL DISTRIBUTION AGREEMENT (this "Agreement") is entered

into as of ______________, ____, by and between David Berman Developments Inc.,

an Ontario corporation ("DBD"), with its principal place of

business located at 340 Selby Avenue, Ottawa, Ontario  K2A 3X6, and ____________________________________  (DISTRIBUTOR),

with regard to the following facts:

A. DBD owns TimeWise management software, both the commercial and shareware versions.

B. DBD makes available to the public shareware versions of TimeWise under the name TimeWise Light and TimeWise 30-Day Trial with the understanding that the same are not fully supported by DBD and subject to the requirement that the same shall not be sold or redistributed on a commercial basis by third parties except as specifically permitted in writing by DBD.

C. DISTRIBUTOR is engaged in the business described on Exhibit A and wishes to obtain the right from DBD to distribute the current versions of TimeWise listed on Exhibit A.

AGREEMENT

NOW, THEREFORE, in consideration of the promises set forth herein and intending to be legally bound, the parties agree as follows:

1. Description of the Software. As used herein, the term "Software" shall mean officially released versions of TimeWise management software (i) for the Macintosh platform, (ii) for the Windows platform. If this Agreement includes the right to perform a Translation (as provided in Section 11 hereof), or if the right to use a translation other than the officially released English language version described above is specified in Exhibit A attached hereto, such Translation or other translated version shall be included in the definition of "Software" herein.

2. Right to Distribute.

2.1 Software. DBD hereby grants to DISTRIBUTOR the nonexclusive right to distribute the Software and the related documentation to its customers in the manner described on Exhibit A, subject to the provisions of this Agreement and during the term hereof. No right to use or distribute any version of TimeWise management software other than as described in Section 1 hereof or of any other product or publication of DBD is granted hereby, and DISTRIBUTOR shall not engage in any such use or distribution.

2.2 Trademark. DISTRIBUTOR shall have the right and obligation to use the trademark "TIMEWISE" at all times when referring to the Software, including but not limited to documentation, packaging, advertising and marketing materials, etc. The trademark "TimeWise" cannot be used by itself nor can any other prefix or suffix be added to "TimeWise" when referring to the Software. Additionally, DISTRIBUTOR shall indicate in packaging of and promotional materials relating to its products containing the Software that the Software is included therein by utilizing on such packaging or materials the artwork provided by DBD (or an acceptable facsimile thereof approved by DBD in advance) and such packaging and materials shall clearly disclose that the Software is not the fully supported commercial version. Use of the TimeWise  trademark and logo by DISTRIBUTOR shall be protective of the rights of DBD and its licensors, and shall conform to the usage instructions attached hereto as Attachment 1 as the same may be updated from time to time by DBD. DISTRIBUTOR shall provide DBD samples of each of its packaging and promotional materials utilizing the TimeWise  trademark, and shall, at the request of DBD, cease any use of the same which DBD indicates in writing is violative of the provisions of this Section 2.2.

4. Obligations of DISTRIBUTOR

4.1 Support. As a condition of the grant of rights set forth herein, DISTRIBUTOR shall provide to each customer with the Software a copy of the documentation or other user information which is provided with the Software by DBD, or a document which contains similar information. If inclusion of the complete documentation is not feasible, installation and connection instructions can be included with the Software, with directions on where the documentation can be obtained for download by the customer. Within a reasonable time after DBD makes available to DISTRIBUTOR any updates to the Software and documentation, DISTRIBUTOR shall provide copies thereof to each of its customers then using the Software, and shall substitute the updated versions for delivery to any future customers. DISTRIBUTOR is responsible for first line support of its customers, provided that no support other than provision of documentation shall be required for distribution of the Software solely as a part of a publication.

4.2 Promotion of Fully Supported Version. DISTRIBUTOR agrees to use reasonable efforts and to cooperate with DBD to promote the fully supported commercial versions of TimeWise management software, and to provide the information DBD includes with the Software describing the features of and ordering procedure for the same to its customers. Such efforts may include, without limitation, blind mailings to DISTRIBUTOR's user base, links to DBD's World Wide Web site and other activities agreed upon by the parties.

4.3 Press Releases. DISTRIBUTOR and DBD shall cooperate in the preparation and publication of press releases relating to the distribution of the Software, provided that no such release shall be published without the prior written approval of DBD, which shall not unreasonably be withheld or delayed.

4.4 Compliance with Laws; Export Restrictions. DISTRIBUTOR shall comply with all applicable laws and regulations in effect in the country, state or province in which it distributes the Software and with the material provisions of all Canadian laws and regulations which apply to the distribution and use of the Software as such laws and regulations may be amended from time to time.

4.5 Samples to be Provided. DISTRIBUTOR shall provide to DBD, at no charge, two (2) copies of any publication or product in which the Software is included, provided that with respect to any hardware items, product information or packaging samples may be substituted.

6. No Warranty. The Software and other materials are delivered "AS IS" and DBD makes no warranty with respect thereto. DBD shall not be obligated to support or upgrade the Software, and DISTRIBUTOR shall not make or provide any warranties or references to technical support of the Software on behalf of DBD. DISTRIBUTOR HEREBY EXPRESSLY WAIVES ALL GUARANTEES, WARRANTIES, AND LIABILITIES THEREFOR ON THE PART OF DBD OR ITS LICENSORS, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT), ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE SOFTWARE.

7. Indemnification. DISTRIBUTOR hereby agrees to indemnify, defend and hold harmless DBD, it licensors, and their directors, officers, employees and agents from any expenses or losses arising from any breach by DISTRIBUTOR of its obligations hereunder and from any claims that any items or services offered or provided by DISTRIBUTOR with the Software infringes the copyright, trademark rights or other intellectual property rights of any third party or violates any applicable law or regulation.

8. Limitation. IN NO EVENT SHALL DBD OR ITS LICENSORS BE LIABLE TO DISTRIBUTOR OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, DATA OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF DBD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Term; Termination. The term of this Agreement shall commence upon the date set forth above subject to execution by DBD, and shall continue for a period of one (1) year thereafter, subject to earlier termination by DBD upon DISTRIBUTOR's breach of any of its obligations hereunder which is not cured within thirty (30) days after written notice of such default. Upon expiration of the initial and each renewal term hereof, the term of this Agreement shall be automatically renewed for an additional period of one (1) year, unless one party delivers written notice to the other at least sixty (60) days prior to the expiration of the then current term, that such party does not wish to renew.

10. Miscellaneous. This Agreement constitutes the entire agreement between the parties, and no modification of this Agreement shall be effective unless in writing and signed by the parties. No assignment of this Agreement or delegation of any rights or obligations hereunder may be made by DISTRIBUTOR without the prior written approval of DBD, which approval may be withheld in DBD's sole discretion. This Agreement shall be governed by and determined in accordance with the laws of the Province of Ontario. In the event that litigation or other proceeding is instituted between the parties in connection with any dispute arising from or related to this Agreement, the judgment or award shall include a reasonable sum to be paid to the prevailing party for and on account of attorneysU fees and costs.

11. Translation. DBD permits selected distributors to translate the Software and related documentation, based on several factors, including the resources and customer base of the distributor and the availability of translated versions in the specified language. If DISTRIBUTOR wishes to translate and localize the Software, DISTRIBUTOR shall specify on an attached letter the language, country, and any qualifications relevant to DISTRIBUTORUs ability to translate, maintain and distribute the translated version. Upon review and acceptance thereof, DBD will evidence by initialling this Section the grant to DISTRIBUTOR of a non-transferable, non-exclusive, limited license (without the right to sublicense), subject to the terms and conditions of this Agreement, to use the resource files of the Software described in Section 1 hereof solely for the purpose of translating and localizing such Software to create a translation into the language(s) specified on Exhibit A hereof (the "Translation"). No source code shall be provided for this purpose. DISTRIBUTOR shall deliver to DBD one (1) copy of the Translation for its inspection and approval. All costs incurred by DISTRIBUTOR in the performance of the Translation shall be paid by DISTRIBUTOR.

11.1 Ownership of Translation. DISTRIBUTOR and DBD hereby agree that the Translation is a "work made for hire" within the meaning of United States Code Section 101 in that the Translation is a work that has been specially ordered or commissioned for use by DBD as a translation. All right, title and interest in the Software and any trademarks, copyrights, or other intellectual property rights associated therewith shall remain the property of DBD (or its licensors). DISTRIBUTOR hereby assigns to DBD all right, title and interest which it may otherwise acquire in and to the Translation, if any, immediately upon origination thereof and, if requested, DISTRIBUTOR shall sign all lawful documents and otherwise perform all acts necessary to enable DBD and its successors and assigns to obtain and enforce all available legal protections for the Translation in all countries. All inventions embodied in the Translation shall become and remain the sole and exclusive property of DBD, and DISTRIBUTOR shall be deemed to have assigned and relinquished all right, title and interest therein by virtue of this Section 11.1.

11.2 Transfer of Moral Rights. Without limiting the provisions of Section 11.1 hereof, DISTRIBUTOR hereby irrevocably transfers and assigns to DBD any and all Moral Rights (as defined below) which DISTRIBUTOR may have in or with respect to the Translation. To the extent DISTRIBUTOR cannot assign such rights, DISTRIBUTOR hereby waives and agrees never to assert such rights against DBD or any of DBD's licensees. In addition, DISTRIBUTOR agrees to obtain such assignment, waiver or covenant not to assert such rights from any subsidiary, subcontractor, or employee who creates, either in whole or in part, the Translation. As used herein, "Moral Rights" means any right to (i) divulge the Translation to the public; (ii) retract the Translation from the public; (ii) claim authorship of the Translation, including any subsequent version thereof; (iv) object to any distortion, mutilation or other modification of the Translation; and (v) any and all similar rights existing under the judicial or statutory law of any country or jurisdiction in the world, or under any treaty, regardless of whether such right is called or generally referred to as a "moral right."

DBD                                 DISTRIBUTOR

David Berman Developments Inc.      ________________________________

By:____________________________     By: ____________________________
         (signature)                            (signature)

Name: David Berman                  Name: __________________________

Title: President                    Title: _________________________

Exhibit A

Circle Version(s) of Software Desired:    Macintosh    or    Windows

Description of DISTRIBUTOR's Business (i.e., service provider,
software vendor, etc.):




Description of Planned Distribution (i.e., media type, region or
market, bundle components, etc.):




Translations:  Desire to:

Note: The rights granted in this Agreement apply only to the Software version(s) and type of distribution indicated above. Any changes in this information should be directed to DBD for determination of whether a contract modification is necessary. For information regarding distribution of unregistered TimeWise Light or TimeWise 30-Day Trial where an amount in excess of cost is charged to the end user, please contact contracts @ timewise.net .