8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2010

VISUAL MANAGEMENT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-133936	68-0634458
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1000 Industrial Way North, Suite C

Toms River, New Jersey 08755

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (732) 281-1355

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.

On March 8, 2010, Visual Management Systems, Inc.’s digital surveillance product design and manufacturing subsidiary Intelligent Product Development Group, LLC (“iPDG”) entered in to a Master Distributor Agreement (the “Agreement”) with Visual Management Systems Dealer Group, LLC, of Lafayette, Louisiana (“Dealer Group”), an unrelated security systems distributor. The Agreement called for Dealer Group to market and sell various iPDG product lines including the company’s TrueHybrid SP™, and its Flex TH-Touch and Flex TH-Go series of digital, network, hybrid and wireless video surveillance solutions. The two-year Agreement included terms governing marketing coordination and technical training, and called for an initial quarterly minimum purchase by Dealer Group, LLC of $750,000 in consideration of the pricing offered to Dealer Group by iPDG, but granted no territorial exclusivity.

On April 16, 2010 an Amendment to Master Distributor Agreement (the “Amendment”) was entered into between iPDG and Dealer Group, amending the Agreement to provide Dealer Group an exclusive right to market iPDG’s products throughout the United States. As part of the Amendment all existing Visual Management Systems, Inc. customer relationships (or those of its subsidiaries and affiliates) are exempted from the exclusive. iPDG retains the right to sell to those customers at its sole discretion. In consideration for entering into the amendment, the quarterly minimum purchase Dealer Group is obligated to place with iPDG was increased from $750,000 to $1,000,0000, and Dealer Group agreed to place orders with IPDG of no less than $2,000,000, at least $300,000 of which would be made upon execution, the remainder to be paid for in no more than 180 days following the execution date of the Amendment. This $2,000,000 order shall satisfy the first two quarters of the Amendment’s quarterly minimum purchase requirement. Failure of Dealer Group to fulfill the minimum quarterly purchase requirements will result in an adjustment of pricing and loss of exclusivity.

The descriptions of the Agreement and the Amendment set forth above are qualified in their entirety by reference to the copies of such documents filed as Exhibits 10.23 and 10.24 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

          (c) Exhibits:

EXHIBIT NO	DESCRIPTION
10.23	INTELLIGENT PRODUCT DEVELOPMENT GROUP AUTHORIZED MASTER DISTRIBUTOR AGREEMENT
10.24	AMENDMENT TO MASTER DISTRIBUTOR AGREEMENT

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Visual Management Systems, Inc.
	(Registrant)
By:	/s/ Jason Gonzalez
Name:	Jason Gonzalez
Title:	President and Chief Executive Officer

Dated: April 23, 2010

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EX-10

Exhibit 10.23

INTELLIGENT PRODUCT DEVELOPMENT GROUP
AUTHORIZED MASTER DISTRIBUTOR AGREEMENT

This Master Distributor Agreement dated as of March 4, 2010 (the “Agreement” and the “Execution Date” respectively), is by and between INTELLIGENT PRODUCT DEVELOPMENT GROUP, LLC, a New Jersey limited liability company (“IPDG”), having its principal place of business at 1000 Industrial Way North, Suite C, Toms River, NJ 08755, and VISUAL MANAGEMENT SYSTEMS DEALER GROUP, LLC, a Louisiana limited liability company (“Distributor”), having its principal place of business at 201 Bowie Bend Rd, Lafayette, 70508.

BACKGROUND

A.	IPDG develops, manufactures, supports and markets high quality digital, network and hybrid video recorders products, accessories and related products services for the surveillance industry (the “Products”).
B.	Distributor desires to distribute the Products to customers in the territories in which it operates.
C.	IPDG desires to partner with Distributor in promoting and selling the Products, and to support the Distributor in its efforts.
D.	Based upon the foregoing, IPDG and Distributor have agreed to the following:

AGREEMENTS

1.	APPOINTMENT AND ACCEPTANCE
	A.	IPDG hereby appoints Distributor as an IPDG Master Distributor for those items designated in Exhibit A, at the prices designated therein, which is attached hereto and incorporated herein as an integral part of this Agreement..
	B.	Distributor hereby accepts its appointment hereunder.
2.	TERRITORY/MARKETS
	A.	Distributor is authorized to distribute the Products to any and all customers in the territories in which it operates (the “Territory/Market”).
	B.	OEM Relationships. All Original Equipment Manufacturer (“OEM”) relationships will be negotiated on a case-by-case basis. All OEM based development and marketing costs, sales and distribution programs, product and service branding agreements, product configurations, service agreements, service partners, call center partners, data management, web services or any related details shall be negotiated by and between IPDG and Distributor, on the one hand, and IPDG and the OEM on the other. Furthermore, the sharing between IPDG and Distributor of revenues from sales resulting from any OEM relationship established by Distributor shall be negotiated between IPDG and Distributor on a case-by-case basis, and agreement to the amount of sharing shall be a condition precedent to the closing of any such OEM relationship.
3.	OPERATING REQUIREMENTS / PERFORMANCE
	A.	Distributor shall maintain offices and warehouse facilities, which shall be open and staffed adequately during normal business hours.
	B.	Unless authorized by IPDG in writing, neither Distributor nor any other business entity in which Distributor or any of its principals has any ownership or other financial interest shall, at any time during the term of this Agreement, distribute, promote, represent or otherwise market or sell any products or product lines which are in any way competitively similar in design, function or intended use to IPDG Products, or which, in IPDG’s sole judgment, are competitive with IPDG Products.

	C.	Distributor and IPDG shall work to develop a mutually agreed upon Marketing and Sales plan which will call for the Distributor to employ and maintain a sufficient number of outside salespersons and invest an adequate amount in marketing and promotion of IPDG products for the given market.
	D.	As consideration for this Agreement and as consideration for the pricing granted to the Distributor by IPDG for the Products, Distributor agrees that upon execution of the Agreement, Distributor shall place an order with IPDG (the “Stocking Order”), of no less than $750,000, at least $300,000 of which shall be pre-paid in good funds at IPDG upon execution of the Agreement, the remainder to be paid in good funds at IPDG in no more than 30 days following the Execution Date. The Stocking Order may be composed of any combination of the Products, at Distributor’s discretion, at the prices detailed in the column labeled “Visual Management Systems Dealer Group Pricing” on Schedule A. Furthermore, Distributor agrees to meet the additional guaranteed minimum cumulative quarterly purchase requirement of $750,000 per each 3 month period after the Execution Date, of any combination of the Products, at Distributors discretion, at the prices detailed in Schedule A, for each of the first 12 months of the Agreement, and $850,000 for the following 12 months of the agreement (the “Quarterly Minimum Purchase”). Quarterly Minimum Purchase amounts for any extension terms of the agreement shall be subject to the Agreement of the parties, and in no case shall be less than $750,000. The Stocking Order shall be considered full satisfaction of the Quarterly Minimum Purchase requirement for the first 3 months following the Execution Date. Distributor agrees that failure meet the Quarterly Minimum Purchase Requirement shall result in a reversion of the sales prices for the Products to Distributor to those detailed in the columns labeled “Below Volume Pricing” on the pricing lists contained in Schedule A.
	E.	All of Distributor’s salespersons shall be thoroughly knowledgeable concerning the Products and their specifications, features and product benefits. Distributor shall conduct any training of its sales personnel, which may be necessary to impart such knowledge, and shall extend complete cooperation to IPDG in any product education programs, which IPDG may establish. In turn Distributor’s sales personnel shall conduct any training of Distributor’s customers, which may be necessary to enable them to promote and sell IPDG Products properly.
	F.	Distributor shall refrain from making any false, misleading or disparaging representations or statements with respect to IPDG or the Products or from engaging in any other trade practices which may have an adverse effect upon the high image, credibility or reputation of IPDG or the Products. Distributor shall make no representations with respect to IPDG Product specifications, features or benefits, except such as may be approved in writing or published by IPDG. Likewise, IPDG shall refrain from making any false, misleading or disparaging representations or statements with respect to Distributor, or from engaging in any other trade practices which may have an adverse effect upon the high image, credibility or reputation of Distributor. IPDG shall make no representations with respect to Distributor except such as may be approved in writing or published by Distributor.
	G.	Distributor shall advise promptly in the event that Distributor becomes aware of any charges, complaints or claims concerning IPDG or IPDG Products by Distributor’s customers or others.
	H.	To the extent not otherwise required herein, Distributor shall comply with all applicable federal, state and local laws and regulations in performing its obligations hereunder and in any of its dealings with IPDG Products.
4.	MARKETING REQUIREMENTS AND THE QUARTERLY MINIMUM PURCHASE
	A.	Distributor agrees to engage actively in marketing, advertising and promotional efforts, provide customer services and aggressively market IPDG’s Products in the Territory/Market. Distributor consistently shall encourage the purchase of IPDG Products by its customers, and at all times shall represent the Products fairly in comparison with competitive products from other suppliers.
	B.	Distributor shall encourage its IPDG resellers to engage in promotional efforts with respect to IPDG Products, and shall assist such customers in their planning and execution of such efforts. Distributor additionally shall provide its IPDG customers on a continuing basis with any IPDG literature or other

		promotional/merchandising materials as may be supplied free of charge by IPDG.
	C.	IPDG will provide to all approved Distributor’s customers product training literature and upon reasonable request may provide Distributor’s Customers on-site sales training. All subsequent on-site training for a given Distributor customers will be at the reasonable expense of the customer or Distributor.
	E.	As a material inducement for IPDG to enter into this Agreement and subject to all of its terms and conditions, Distributor agrees to meet the Quarterly Minimum Purchase requirement set forth in section 3.D of the Agreement, for the first two years of the Agreement, and any subsequent requirements as may be jointly agreed upon by the parties in writing.
5.	PRICES AND TERMS AND CONDITIONS OF SALE
	A.	Distributor acknowledges receipt of IPDG’s current Confidential Master Distributor Price Schedule applicable to the Products as detailed in Schedule A. The prices for the Products shall be those set forth in the Schedule A and in any supplementary or replacement Schedules. IPDG shall have the right to reduce or increase prices to Distributor at any time; IPDG must provide a 30-day written notice of said price changes. When a new price list is issued to Distributor by IPDG on a new Schedule A, it shall become a part of this Agreement automatically as of the effective date stated thereon, and shall supersede all prior inconsistent schedules and prices. Any and all terms and conditions of sale which are contained in Schedule A and in any supplementary or replacement Schedules shall be considered integral parts of this Agreement. If upon receipt of new pricing for the items detailed in Schedule A, Distributor is unwilling to accept the prices stated, Distributor shall notify IPDG in writing. If Distributor and IPDG cannot come to an agreement as to new pricing with 30 days of receipt of said notice from Distributor to IPDG, the Agreement shall be deemed terminated.
	B.	Distributor understands and acknowledges that IPDG’s pricing structure to Distributor is predicated upon Distributor’s wholesale function. If Distributor additionally makes retail sales of the Products, IPDG shall at its sole discretion have the right to adjust its pricing to Distributor for the Products, to those detailed in the column labeled “Below Volume Pricing” for those items, so as to provide Distributor with a distributor discount only to the extent that Distributor is functioning as a true wholesaler. Distributor acknowledges that this higher level of pricing shall be in consideration of the additional duties and obligations placed upon IPDG in servicing Distributors retail customers, a duty normally filled by Distributor’s traditional wholesale dealer customers.
	C.	Prices do not include taxes of any nature. Distributor shall pay applicable taxes when invoiced by IPDG unless Distributor has supplied IPDG with tax exemption certificates, which IPDG deems satisfactory.
	D.	Prices for payments made by Distributor with a credit card do not include credit card processing fees. Distributor agrees to pay an additional 3½% on any payment made to IPDG by credit card to cover processing fees,
	E.	Unless otherwise specifically agreed by IPDG in writing:

i.)	All transactions between IPDG and Distributor relating in any manner to the Products shall be governed entirely by the terms, conditions and provisions set forth in this Agreement and in Schedule A.
ii.)	Any terms, conditions or provisions in Distributor’s purchase orders or other business forms which are different from, in addition to, or in conflict with this Agreement shall be deemed objected to by IPDG and shall be of no force or effect whatsoever under any circumstances, notwithstanding any failure by IPDG to communicate further objections thereto.
iii.)	In the event of a conflict between this Agreement and any other IPDG documents, the terms of this Agreement shall control.

6.	PAYMENT TERMS
	A.	Distributor’s payment terms shall be in full upon order placement. All shipments shall be made FOB Toms River, New Jersey.
	B.	In the event of Product shortages that are caused by a force majeure, IPDG shall have the right to allocate available supply among its customers on a case-by-case basis, in a manner deemed equitable by IPDG under the particular circumstances, giving preference to Distributor.
	C.	Sales will be made on the payment terms in effect at the time that an order is accepted, and Distributor shall pay all invoices when due. No payment by Distributor to IPDG of any lesser amount than that due to IPDG shall be deemed to be other than payment on account, and no endorsement or statement on any check or in any letter or other writing accompanying any check or other payment shall be deemed an accord and satisfaction. IPDG may accept any partial payment without waiving its rights to recover any remaining balance.
	D.	If: (a) Distributor has not complied with the payment terms indicated above without justification; (b) IPDG has provided written notice of such non-compliance with a fair opportunity to cure; and (c) Distributor has not timely cured or otherwise failed to take good faith steps to cure, IPDG shall have the right to cancel or delay shipments of any accepted orders or to stop any shipments in transit, in addition to any other rights and remedies provided in this Agreement or in any Security Agreement(s) between the parties or by applicable law.
	E.	In the event of litigation under this Agreement, the winning party shall be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the litigation, as part of its judgment against the losing party.
7.	ORDERS AND SHIPMENTS
	A.	Each of the Distributor’s orders is subject to IPDG’s acceptance or rejection at IPDG’s home office. In addition to any specific rights of rejection set forth in this Agreement, IPDG shall have the right to reject any order, in whole or in part, unless the order complies with the Marketing and Sales Plan.
	B.	IPDG shall ship accepted paid orders within 14 days of acceptance.
	C.	IPDG IN NO EVENT SHALL BE LIABLE TO DISTRIBUTOR FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE, BECAUSE OF ANY FAILURE TO FILL ORDERS, DELAYS IN SHIPMENT OR DELIVERY, OR ANY ERROR IN THE FILLING OF ORDERS, IF THE CAUSE THEREOF WAS NOT REASONABLY FORSEEABLE OR OTHERWISE BEYOND IPDG’S CONTROL.
8.	EXCLUSION OF WARRANTIES AND DAMAGES FOR DEFECTS
	A.	IPDG agrees to service properly processed original manufacturer warranties for end consumers, for components included in Products sold under the trade name “Flex TH”, and shall, at its option, repair or replace components of Products sold under the trade name “TrueHybrid” or components of Products sold under the trade name “Flex TH” which do not bear original manufacturer’s warranties, in accordance with the terms of any warranty granted by IPDG to consumers. The only express warranties made by IPDG with respect to the Products are those set forth in any written warranties as may be granted by IPDG to consumers, and that each Product meets the product specifications contained in any Product packaging.
	B.	Distributor shall have no authority to bind IPDG to any warranties or other obligations or liabilities with respect to any IPDG Products beyond those that are granted by IPDG to consumers, or otherwise required by law.
9.	CHANGES IN PRODUCTS AND PARTS

	Unless otherwise provided by applicable law, and upon mutual agreement of IPDG and Distributor, IPDG may change the design of any of the Products contained as part of this agreement. New product versions or new products launches by IPDG shall be incorporated within this agreement upon mutual consent of the Distributor and IPDG, with suitable changes to Schedule A. IPDG shall upon written notice or as part of planned product obsolescence have the right to discontinue supporting parts availability, software support, or other such services for such discontinue products, upon reasonable notice to Distributor and to purchasers of Products (“discontinued products”). IPDG shall have no liability to Distributor for failure to furnish Products or parts of the model, design or type discontinued products.
10.	PRODUCT RETURNS
	Distributor shall not return any Products delivered to Distributor without prior written authorization from IPDG. All products returned by Distributor to IPDG for any reason must be shipped prepaid, and must be shipped in suitable packing at least equivalent to the original carton supplied with the Product. IPDG shall have no obligation to accept unauthorized returns of Products. All unauthorized returns shall be subject to handling charge due to IPDG from the Distributor of twenty percent (20%) of the then prevailing invoice price of such returned item(s) plus freight, insurance or similar charges previously paid or incurred by IPDG in connection with shipment, unless the reason for return is a failure of the Product to meet the product specification.
11.	PROMOTIONAL FUNDS
	IPDG, at its option, may elect to afford promotional funds to its authorized distributors, in accordance with such programs and terms as IPDG may establish from time to time. IPDG may cease offering or may modify any such programs at any time, at its sole discretion.
12.	INTELLECTUAL PROPERTY
	A.	Distributor acknowledges the exclusive ownership by IPDG or IPDG’s parent, subsidiaries or affiliates of all trademarks, trade names, trade dress, copyrights, patents and trade secrets utilized worldwide in connection with IPDG Products (hereinafter called collectively, “IPDG Trademarks”). Distributor does not have and shall not acquire by virtue of this Agreement, any rights in or to IPDG Trademarks.
	B.	Distributor shall refrain from affixing any additional Trademarks (as defined below) to IPDG Products or otherwise utilizing IPDG Trademarks in combination with any other Trademark(s). Distributor further shall refrain from affixing any IPDG Trademark to products other than the appropriate IPDG Products.
	C.	As used herein, the term “Trademarks” shall include all marks, names, slogans, labels, logos and designs used by IPDG in connection with IPDG Products, regardless of whether such items are registered by IPDG.
	D.	Distributor shall refrain from utilizing any IPDG Trademark (or any confusingly similar Trademark) in Distributor’s corporate or business name.
13.	DURATION OF AGREEMENT/TERMINATION
	A.	The initial term of this Agreement shall be from the Execution Date and shall last for two years. This Agreement automatically shall be extended for an additional one-year term upon the expiration of the initial term or any extension term, unless either party has exercised its termination or non-extension rights pursuant to subsection B, or pursuant to any terms governing termination included in the Agreement.
	B.	Either party shall be entitled to refrain from extending the duration of this Agreement upon the expiration of the initial term or any extension term or may terminate this Agreement during any term. Any such non-extension or termination may be at will, with or without cause, provided that the non-extending or terminating party provides at least thirty 60 days advance written notice thereof to the other party.

	C.	Upon issuance of any notice of non-extension or termination hereunder, any orders submitted by Distributor and accepted by IPDG within the final 30-day period must be paid for by certified or cashier’s check prior to shipment, notwithstanding any credit terms made available to Distributor previously by IPDG, and shall be timely shipped by IPDG
	D.	This agreement is executed by both IPDG and Distributor with full knowledge of the parties’ non-extension and termination rights hereunder. Neither party shall be liable to the other for compensation, reimbursement for investments or expenses, lost profits, incidental or consequential damages, or damages of any other kind or character, because of any exercise of such rights.
	E.	Notwithstanding anything to the contrary contained herein, neither the non-extension nor the termination of this Agreement shall release Distributor from any obligation to pay any sums on guaranteed purchase orders of Products shipped to and received by Distributor prior to the non-extension or termination of this agreement.
	F.	Upon any non-extension or termination of this Agreement, IPDG at its sole option, shall have the right, but shall not be obligated, to repurchase from Distributor any or all IPDG Products then in the Distributor’s inventory at a price agreed by the parties but not less than the original price to Distributor. If requested by IPDG, Distributor shall provide IPDG with a list of its IPDG inventory to assist IPDG in such determination. Any Products selected for re-purchase by IPDG shall be shipped by Distributor to IPDG, FOB IPDG, and IPDG shall have the right to inspect such merchandise when received before establishing final disposition.
14.	FORCE MAJEURE AND CONSEQUENTIAL DAMAGES
	Apart from any specific provisions in this Agreement excusing either party’s performance or limiting its liability:
	A.	Either party shall be excused from any failure or delay in performance (except for obligations of Distributor to make payments due hereunder) if such failure or delay is due to inability to obtain raw materials from usual sources of supply, transit failure or delay, labor problems or disputes, governmental orders or restrictions, fire, flood, earthquake, or other acts of nature, accident, war, civil disturbances, or any other cause(s) beyond such party’s reasonable control. In such event the affected party shall notify the other party immediately. The rights and obligations of either party under this Agreement affected by such an event of force majeure shall be suspended only for the duration and to the extent of such event of force majeure, and once such event of force majeure ceases to exist, the rights and obligations of the parties shall continue in full force.
	B.	NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES IN CONNECTION WITH ANY MATTERS RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR OTHERWISE RELATING TO THE BUSINESS RELATIONSHIP OF THE PARTIES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY THE OTHER. THE FOREGOING DOES NOT LIMIT EITHER PARTY’S RIGHT TO SEEK OR OBTAIN DIRECT DAMAGES. BOTH PARTIES AGREE AND ACKNOWLEDGE THAT THIS AGREEMENT IS MADE BETWEEN LEGAL ENTITIES AND THAT LIABILITY, IF ANY, DOES NOT ATTACH TO ANY INDIVIDUAL MEMBER, OWNER, SHAREHOLDER, DIRECTOR OR OFFICER OF SUCH LEGAL ENTITY.
	C.	IPDG agrees to PROTECT, INDEMNIFY, AND SAVE Distributor HARMLESS from any and all claims of third parties (including all costs, legal fees, judgments and the like) resulting from claims or findings of product liability including defects in workmanship of IPDG Products or monitoring interface with IPDG Products, reduced solely and pro rata proportionally by the culpability, if any, determined to exist with Distributor. IPDG further agrees to PROTECT, INDEMNIFY, AND SAVE Distributor HARMLESS from any and all claims, suits, actions, demands, compensation, penalties, assessments, taxes, damages or losses of any kind or description, for damages or injuries to person or property (including that of Distributor) asserted, received or sustained through or on account of (i) any default, act or omission of IPDG, its employees or agents, (ii) any breach of this Agreement by IPDG,

		or (iii) claims of any third party claiming under, by or through IPDG, its employees or agents, and to reimburse any expenses, penalties or costs (including, but not limited to, attorney’s fees and expenses of investigation) incurred by IPDG in defending any such claim, demand, suit or action
	D.	Distributor agrees to PROTECT, INDEMNIFY, AND SAVE IPDG HARMLESS from any and all claims, suits, actions, demands, compensation, penalties, assessments, taxes, damages or losses of any kind or description, for damages or injuries to person or property (including that of IPDG) asserted, received or sustained through or on account of (i) any default, act or omission of Distributor, its employees or agents, (ii) any breach of this Agreement by Distributor, or (iii) claims of any third party claiming under, by or through Distributor, its employees or agents unless related to Products, and to reimburse any expenses, penalties or costs (including, but not limited to, attorney’s fees and expenses of investigation) incurred by IPDG in defending any such claim, demand, suit or action.
15.	RELATIONSHIP OF THE PARTIES
	The relationship between IPDG and Distributor is that of independent contractors. Nothing stated in this Agreement shall be construed as creating any relationship between the parties as partners or as employer and employee, franchisor and franchisee, master and servant or principal and agent. Distributor shall be deemed an independent contractor at all times, and shall have no express or implied right or authority to assume or create any obligation on behalf of IPDG or to conclude contracts on behalf of IPDG or otherwise to bind IPDG.
16.	ASSIGNMENT
	Distributor may not assign, transfer or sell all or any of its rights under this Agreement (or delegate all or any of its obligations hereunder) without prior written consent of IPDG. IPDG may assign this Agreement only to a parent, subsidiary or affiliated firm, or to another entity in connection with the sale or other transfer of all its business assets, upon reasonable notice in advance thereof to Distributor. Subject to these restrictions, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
17.	WAIVER
	The waiver by either party of any of its rights or any breaches of the other party under this Agreement in a particular instance shall not be construed as a waiver of the same or different rights or breaches in subsequent instances. All remedies, rights, undertakings and obligations hereunder shall be cumulative, and none shall operate as a limitation of any other.
18.	NOTICES
	All notices and demands of any kind, which either IPDG or Distributor may be required or desire to serve upon the other under the terms of this Agreement shall be in writing and shall be served by mail at the addresses set forth in this Agreement, or at such other addresses as may be designated hereafter by the parties in writing, or in person. If by mail, service shall be deemed complete five (5) business days after mailing.
19.	PARAGRAPH HEADINGS AND LANGUAGE INTERPRETATIONS
	The paragraph headings contained herein are for reference only and shall not be considered substantive provisions of this Agreement. The use of a singular or plural form shall include the other form, and the use of a masculine, feminine or neutral gender shall include the other genders.
20.	EXECUTION OF AGREEMENT
	This Agreement shall become effective only upon its execution by Distributor and IPDG.
21.	SEVERABILITY
	In the event that any of the provisions of this Agreement, or the application of any such provisions to the parties hereto with respect to their obligations hereunder shall be held by a court of competent jurisdiction

	to be unlawful or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and shall not be affected, impaired or invalidated in any manner.
22.	ENTIRE AGREEMENT
	This Agreement, together with any other documents incorporated herein by reference, constitutes the entire agreement between the parties hereto pertaining in any manner to the subject matter hereof. Each party to this Agreement acknowledges that no oral or written representations, inducements, promises or agreements have been made which are not embodied herein. IT IS THE INTENTION AND DESIRE OF THE PARTIES THAT THE EXPRESSED PROVISIONS OF THIS AGREEMENT NOT BE SUBJECT TO VARIATION BY IMPLIED COVENANTS OF ANY KIND. Except as otherwise provided herein, any and all written or oral agreements heretofore existing between parties pertaining in any manner to the subject matter of this Agreement expressly are superseded and canceled by this Agreement. Notwithstanding anything contained herein, this Agreement shall not be deemed to supersede or otherwise impair in any manner, any Security Agreement(s) as may have been executed previously by the parties. Except as otherwise provided herein, this Agreement may not be modified, supplemented or amended, except by a written instrument signed by both parties.
23.	COUNTERPARTS
	This Agreement can be executed in multiple counterparts, which together form an enforceable agreement.
24.	APPLICABLE LAW, FORUM FOR DISPUTES AND CONSENT TO JURISDICTION
	This Agreement shall be governed by the laws of the State of New Jersey.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year hereinabove written.

VISUAL MANAGEMENT SYSTEMS DEALER GROUP, LLC.

By: 

Name: Millard Dumesnil

Title: President

INTELLIGENT PRODUCT DEVELOPMENT GROUP, LLC.

By: 

Name: Jason Gonzalez

Title: Chief Executive Officer

EX-10

Exhibit 10.24

AMENDMENT TO MASTER DISTRIBUTOR AGREEMENT

This Amendment to Master Distributor Agreement dated as of April 16, 2010 (the “Amendment” and the “Execution Date” respectively), is by and between INTELLIGENT PRODUCT DEVELOPMENT GROUP, LLC, a New Jersey limited liability company (“IPDG”), having its principal place of business at 1000 Industrial Way North, Suite C, Toms River, NJ 08755, and VISUAL MANAGEMENT SYSTEMS DEALER GROUP, LLC, a Louisiana limited liability company (“Distributor”), having its principal place of business at 201 Bowie Bend Rd, Lafayette, 70508.

BACKGROUND

A.	IPDG develops, manufactures, supports and markets high quality digital, network and hybrid video recorders products, accessories and related products services for the surveillance industry (the “Products”).
B.	Distributor desires to distribute the Products to customers in the territories in which it operates.
C.	IPDG desires to partner with Distributor in promoting and selling the Products, and to support the Distributor in its efforts.
D.	IPDG and Distributor have previously entered into a Master Distribution Agreement (the “Original Agreement”) dated March 4, 2010, and mutually desire to amend the Original Agreement to include new terms specifically pertaining to market exclusivity, sales volume and price
D.	Based upon the foregoing, IPDG and Distributor have agreed to the following:

AGREEMENTS

1.	AMENDMENT
	A.	IPDG and Distributor hereby agree to amend the Original Agreement, as it relates to certain terms involving market exclusivity, sales volume and price, and that in the case of disagreement between terms of the Original Agreement and the Amendment, in all cases the terms of the Amendment shall prevail, otherwise the terms of the Original Agreement shall remain valid and in full-effect.
	B.	All transactions made under the Original Agreement shall be deemed to have been made at the pricing for the Products contained in the Amendment for the purposes of accounting for units sold, and any remaining credits, debits or inventory balances owed to either the Distributor or IPDG. As part of this Amendment the parties agree to work together to produce an agreed upon accounting of said transactions.
	C.	Distributor shall receive full purchase volume credit (pursuant to any relevant term of the Original Agreement or the Amendment) for all transaction placed during the period of effectiveness of the Original Agreement, prior to execution of the Amendment, as they relate to minimum purchase requirements necessary for Distributor to receive agreed to pricing or territory exclusivity.
2.	TERRITORY AND EXCLUSIVITY
	A.	Distributor is authorized to be the exclusive distributor of the Products to any and all customers in the United States (the “Territory”), subject to the list of existing customers of IPDG detailed in Schedule B of this Amendment, and any other terms of this Amendment, including those detailed in section 2.B. All sales of Products by IPDG made in the Territory by IPDG, except those sold to the individuals and entities detailed in Schedule B of this Amendment (and their subsidiaries, affiliates and parents) shall be through Distributor using the amended pricing included in Schedule A of this Amendment. All sales made to those individuals and entities detailed in Schedule B of this Amendment (and their subsidiaries, affiliates and parents) shall be at IPDG’s sole discretion as to all terms, including pricing and quantity. IPDG shall supply an accounting of all sales made to existing IPDG customers at the reasonable request of Distributor.

	B.	OEM Relationships. All Original Equipment Manufacturer (“OEM”) relationships will be negotiated on a case-by-case basis. All OEM based development and marketing costs, sales and distribution programs, product and service branding agreements, product configurations, service agreements, service partners, call center partners, data management, web services or any related details shall be negotiated by and between IPDG and Distributor, on the one hand, and IPDG and the OEM on the other. Furthermore, the sharing between IPDG and Distributor of revenues from sales resulting from any OEM relationship established by Distributor shall be negotiated between IPDG and Distributor on a case-by-case basis, and agreement to the amount of sharing shall be a condition precedent to the closing of any such OEM relationship. An OEM relationship shall be defined as all sales of IPDG Products involving additional technical labor by IPDG staff beyond the standard per unit, except for the case of the simple addition of elements of Product graphical user interfaces.
3.	QUARTERLY MINIMUM PURCHASE
	As consideration for execution of this Amendment and as consideration for the pricing granted to the Distributor by IPDG for the Products, and the Territory exclusivity granted by IPDG, Distributor agrees that upon execution of the Amendment, Distributor shall place orders with IPDG (the “Stocking Order”), of no less than $2,000,000, at least $300,000 of which shall be pre-paid in good funds at IPDG upon execution of the Agreement, the remainder to be paid in good funds at IPDG in no more than 180 days following the Execution Date. The Stocking Order may be composed of any combination of the Products, at Distributor’s discretion, at the prices detailed in the column labeled “Visual Management Systems Dealer Group Pricing” on Schedule A. Furthermore, Distributor agrees to meet the additional guaranteed minimum cumulative quarterly purchase requirement of $1,000,000 per each 3 month period, beginning 6 months after the Execution Date, in any combination of the Products, at Distributors discretion, at the prices detailed in Schedule A, for each of the first 12 months of the Agreement, and $1,100,000 for the following 12 months of the agreement (the “Quarterly Minimum Purchase”). Quarterly Minimum Purchase amounts for any extension terms of the agreement shall be subject to the Agreement of the parties, and in no case shall be less than $1,000,000. The Stocking Order shall be considered full satisfaction of any Quarterly Minimum Purchase requirement for the first 6 months following the Execution Date. Distributor agrees that failure to meet the Quarterly Minimum Purchase requirement shall result in a reversion of the sales prices for the Products to Distributor to those detailed in the columns labeled “Below Volume Pricing” on the pricing lists contained in Schedule A, and shall further result in a loss of Territory exclusivity. IPDG shall be then free to sell to any customer in the US who has not placed an order through Distributor during the lifetime of the Original Agreement or this Amendment (a “New IPDG Customer”), in any quarter following a quarter in which Distributor fails to meet its Quarterly Minimum Purchase. If Distributor again meets its Quarterly Minimum Purchase requirement following such a quarter (wherein IPDG has been released of its obligation to sell exclusively through Distributor in the US), said New IPDG Customer shall be added to the existing IPDG customer list detailed in Schedule B of this Amendment.

4.	REQUIREMENTS PLACED UPON DISTRIBUTOR
	A.	As a material inducement for IPDG to enter into this Agreement and subject to all of its terms and conditions, Distributor agrees to meet the Quarterly Minimum Purchase requirement set forth in section 3 of the Amended Agreement, for the first two years of the Agreement, and any subsequent requirements as may be jointly agreed upon by the parties in writing.
	B.	IPDG and Distributor agree that IPDG shall in consideration of purchases made by Distributor field an adequate staff of technical support personnel to support Distributor’s purchases, resellers and customers, but also further agree that Distributor shall retain and employ its own technical support staff, who shall serve as the first line of technical support for Distributor’s resellers and customers, and who shall at Distributor’s expense travel to IPDG’s Toms River, NJ headquarters for a training session supplied by IPDG lasting for a period of no less than 3 business days. IPDG shall impose no additional costs for this training. If for any reason Distributor’s obtains new technical support employees those employees who have not received IPDG training, they must also travel to IPDG’s

		Toms River, NJ headquarters within 30 days of their hire for similar training.
5.	PRICES AND TERMS AND CONDITIONS OF SALE
	A.	Distributor acknowledges receipt of IPDG’s current Amended Confidential Master Distributor Price Schedule applicable to the Products as detailed in Schedule A. The prices for the Products shall be those set forth in the Schedule A and in any supplementary or replacement Schedules, except for those Product sales deemed part of an OEM Relationships pursuant to section 2.B of this Amended Agreement. IPDG shall have the right to notify Distributor of any increases in its costs for production of the Products, and shall be obligated to produce documentary evidence in support of its claim as to increased cost. Upon receipt of said notification Distributor shall have 30 days to review IPDG’s notification and its documentary evidence, and either ratify the increase in costs, or refuse. If the price increase is ratified IPDG shall be permitted to charge a markup of up to 25% on any documented increased costs, and a new price list shall be issued to Distributor by IPDG on a new Schedule A reflecting the price change, which shall become a part of this Agreement automatically as of the effective date stated thereon, and shall supersede all prior inconsistent schedules and prices. Any and all terms and conditions of sale which are contained in Schedule A and in any supplementary or replacement Schedules shall be considered integral parts of this Agreement. If the price increase is refused, and Distributor and IPDG cannot come to an agreement as to new pricing with 30 days of receipt of notification from IPDG to Distributor, Distributor shall have the right to terminate the agreement. In such circumstance if the agreement is not terminated following a price refusal by Distributor, Distributor’s Quarterly Minimum Purchase shall be reduced by whatever percentage the refused Products represented of the Distributor previous quarter’s (for purposes of Quarterly Minimum Purchase calculation) purchases.
	B.	Distributor understands and acknowledges that IPDG’s pricing structure to Distributor is predicated upon Distributor’s wholesale function. If Distributor additionally makes retail sales of the Products, IPDG shall at its sole discretion have the right to adjust its pricing to Distributor for the Products, to those detailed in the column labeled “Below Volume Pricing” for those items, so as to provide Distributor with a distributor discount only to the extent that Distributor is functioning as a true wholesaler. Distributor acknowledges that this higher level of pricing shall be in consideration of the additional duties and obligations placed upon IPDG in servicing Distributors retail customers, a duty normally filled by Distributor’s traditional wholesale dealer customers.
	C.	Prices do not include taxes of any nature. Distributor shall pay applicable taxes when invoiced by IPDG unless Distributor has supplied IPDG with tax exemption certificates, which IPDG deems satisfactory.
	D.	Prices do not include packaging and handling, at the rate of $20 per shipped unit. This fee shall apply only to DVR products, and not to accessory or camera shipments.
	E.	Prices for payments made by Distributor with a credit card do not include credit card processing fees. Distributor agrees to pay an additional 3½% on any payment made to IPDG by credit card to cover processing fees,
	F.	Unless otherwise specifically agreed by IPDG in writing:

i.)	All transactions between IPDG and Distributor relating in any manner to the Products shall be governed entirely by the terms, conditions and provisions set forth in this Amended Agreement and in Schedule A.
ii.)	Any terms, conditions or provisions in Distributor’s purchase orders or other business forms which are different from, in addition to, or in conflict with this Amended Agreement shall be deemed objected to by IPDG and shall be of no force or effect whatsoever under any circumstances, notwithstanding any failure by IPDG to communicate further objections thereto.
iii.)	In the event of a conflict between this Agreement and any other IPDG documents, the terms of this Agreement shall control.

6.	PAYMENT TERMS
	A.	Distributor’s payment terms shall be in full upon order placement. All shipments shall be made FOB Lafayette, Louisiana. Shipments shall be made via regular ground shipping. Rush shipping shall result in additional costs to Distributor.
	B.	In the event of Product shortages that are caused by a force majeure, IPDG shall have the right to allocate available supply among its customers on a case-by-case basis, in a manner deemed equitable by IPDG under the particular circumstances, giving preference to Distributor.
	C.	Sales will be made on the payment terms in effect at the time that an order is accepted, and Distributor shall pay all invoices when due. No payment by Distributor to IPDG of any lesser amount than that due to IPDG shall be deemed to be other than payment on account, and no endorsement or statement on any check or in any letter or other writing accompanying any check or other payment shall be deemed an accord and satisfaction. IPDG may accept any partial payment without waiving its rights to recover any remaining balance.
	D.	If: (a) Distributor has not complied with the payment terms indicated above without justification; (b) IPDG has provided written notice of such non-compliance with a fair opportunity to cure; and (c) Distributor has not timely cured or otherwise failed to take good faith steps to cure, IPDG shall have the right to cancel or delay shipments of any accepted orders or to stop any shipments in transit, in addition to any other rights and remedies provided in this Agreement or in any Security Agreement(s) between the parties or by applicable law.
	E.	In the event of litigation under this Agreement, the winning party shall be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the litigation, as part of its judgment against the losing party.
7.	INTELLECTUAL PROPERTY
	A.	Distributor acknowledges the exclusive ownership by IPDG or IPDG’s parent, subsidiaries or affiliates of all trademarks, trade names, trade dress, copyrights, patents and trade secrets utilized worldwide in connection with IPDG Products (hereinafter called collectively, “IPDG Trademarks”). Distributor does not have and shall not acquire by virtue of this Agreement, any rights in or to IPDG Trademarks.
	B.	Distributor shall refrain from affixing any additional Trademarks (as defined below) to IPDG Products or otherwise utilizing IPDG Trademarks in combination with any other Trademark(s). Distributor further shall refrain from affixing any IPDG Trademark to products other than the appropriate IPDG Products.
	C.	As used herein, the term “Trademarks” shall include all marks, names, slogans, labels, logos and designs used by IPDG in connection with IPDG Products, regardless of whether such items are registered by IPDG.
	D.	Distributor shall refrain from utilizing any IPDG Trademark (or any confusingly similar Trademark) in Distributor’s corporate or business name, without the express written consent of IPDG..
8.	DURATION OF ORIGINAL AGREEMENT AND THE AMENDMENT
	A.	The duration of this Amendment shall coincide with the duration of the Original Agreement, and its terms shall otherwise also correspond with all relevant terms regarding duration of the Original Agreement.
	B.	This agreement is executed by both IPDG and Distributor with full knowledge of the parties’ non-extension and termination rights hereunder. Neither party shall be liable to the other for compensation, reimbursement for investments or expenses, lost profits, incidental or consequential damages, or damages of any other kind or character, because of any exercise of such rights.

9. RELATIONSHIP OF THE PARTIES

	The relationship between IPDG and Distributor is that of independent contractors. Nothing stated in this Amendment shall be construed as creating any relationship between the parties as partners or as employer and employee, franchisor and franchisee, master and servant or principal and agent. Distributor shall be deemed an independent contractor at all times, and shall have no express or implied right or authority to assume or create any obligation on behalf of IPDG or to conclude contracts on behalf of IPDG or otherwise to bind IPDG.
10.	ASSIGNMENT
	Distributor may not assign, transfer or sell all or any of its rights under this Amendment or the Original Agreement (or delegate all or any of its obligations hereunder) without prior written consent of IPDG. IPDG may assign this Amendment or the Original Agreement only to a parent, subsidiary or affiliated firm, or to another entity in connection with the sale or other transfer of all its business assets, upon reasonable notice in advance thereof to Distributor. Subject to these restrictions, the provisions of this Amendment or the Original Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
11.	WAIVER
	The waiver by either party of any of its rights or any breaches of the other party under this Amendment in a particular instance shall not be construed as a waiver of the same or different rights or breaches in subsequent instances. All remedies, rights, undertakings and obligations hereunder shall be cumulative, and none shall operate as a limitation of any other.
12.	NOTICES
	All notices and demands of any kind, which either IPDG or Distributor may be required or desire to serve upon the other under the terms of this Amendment or the Original Agreement shall be in writing and shall be served by mail at the addresses set forth in this Amendment, or at such other addresses as may be designated hereafter by the parties in writing, or in person. If by mail, service shall be deemed complete five (5) business days after mailing.
13.	PARAGRAPH HEADINGS AND LANGUAGE INTERPRETATIONS
	The paragraph headings contained herein are for reference only and shall not be considered substantive provisions of this Amendment. The use of a singular or plural form shall include the other form, and the use of a masculine, feminine or neutral gender shall include the other genders.
14.	EXECUTION OF AGREEMENT
	This Amendment shall become effective only upon its execution by Distributor and IPDG.
15.	SEVERABILITY
	In the event that any of the provisions of this Amendment or the Original Agreement, or the application of any such provisions to the parties hereto with respect to their obligations hereunder shall be held by a court of competent jurisdiction to be unlawful or unenforceable, the remaining provisions of this Amendment shall remain in full force and effect, and shall not be affected, impaired or invalidated in any manner.
16.	COUNTERPARTS
	This Amendment can be executed in multiple counterparts, which together form an enforceable agreement.
17.	APPLICABLE LAW, FORUM FOR DISPUTES AND CONSENT TO JURISDICTION

          This Amendment shall be governed by the laws of the State of Louisiana.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year hereinabove written.

VISUAL MANAGEMENT SYSTEMS DEALER GROUP, LLC.

By: 

Name: Millard Dumesnil

Title: President

INTELLIGENT PRODUCT DEVELOPMENT GROUP, LLC.

By: 

Name: Jason Gonzalez

Title: Chief Executive Officer