AGREEMENTS

 EXHIBIT 10.2 - JOINT MARKETING AND DISTRIBUTION AGREEMENT

           THIS AGREEMENT is being entered into as of this 17th day of May,
1996, between REALITY INTERACTIVE, INC., a Minnesota corporation with its
principal office at Suite 300, 11200 West 78th Street, Eden Prairie, Minnesota
55344 ("RII") and AMERICAN SOCIETY FOR QUALITY CONTROL INC., a New York
corporation, with its principal place of business at 611 East Wisconsin Avenue,
Milwaukee, Wisconsin 53201 ("ASQC").

                                    RECITALS

         WHEREAS, RII is the producer and publisher of a certain automotive
quality control standards product published in electronic digital format and
known as QS-9000 Compliance Series (the "Series");

         WHEREAS, the Series will be comprised of four separate titles
(individually, the "Title") as follows:

         Starting the QS-9000 Process
         Managing the QS-9000 Process
         Building and Implementing the QS-9000 Quality System
         Auditing the QS-9000 Quality System

         The Titles and Series are collectively referred to herein as the
"Product";

         WHEREAS, ASQC promotes, markets and distributes quality control
training materials including CD-ROM multimedia products;

         WHEREAS, ASQC desires to act as a consignment seller of the Product and
to sell the Product through its distribution channels; and

         WHEREAS, RII is willing to grant ASQC the right to sell the Product on
consignment and to allow ASQC a Distribution Fee in accordance with the terms
and conditions as set forth herein.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the recitals and the mutual
agreements and acknowledgments made herein, the parties agree as follows:

         1. APPOINTMENT. RII grants to ASQC the nonexclusive right, under the
terms of this Agreement, to promote and sell the Products in the Territory (as
defined below) and to bill customers for such sales and to collect the
receivables. ASQC may not copy or modify the Product nor may ASQC remove any
original contents from the Product package nor repackage the Product without the
prior written consent of RII.

         2. TERRITORY. The Territory shall be worldwide. ASQC and RII shall have
the right to sell the Product throughout the Territory either directly, or
through appointed independent sales representatives. RII shall also have the
right to appoint other distributors to sell the Product in the Territory,
provided ASQC consents to the appointment, which consent shall not be
unreasonably withheld. The other distributors appointed by RII shall have the
right to sell the product through independent sales representatives.

         3. PRICE. RII retains the right to establish the retail price of any
Title and of the Series (the "Retail Price") and to adjust the Retail Price from
time to time upon ninety (90) days written notice to ASQC. ASQC shall not adjust
the Retail Price without the prior written consent of RII, which consent RII may
withhold in its sole discretion. The initial Retail Price for each of the Titles
and the Series is set forth in Exhibit A hereto. If RII appoints another
distributor in the Territory, or sells the Product through independent sales
representatives, RII will not establish or permit retail prices for sales by
that distributor, sales representatives or any representatives appointed by
them, which are lower than the Retail Price for sales by ASQC. If RII makes
direct sales, RII will not make such sales at a price lower than the Retail
Price for sales by ASQC.

         4. ORDERS BY ASQC. ASQC may place orders for the Product in such
quantities as ASQC reasonably believes are necessary. Orders shall be placed in
writing and must be placed at least seven (7) business days prior to the
requested shipment date. RII shall make every reasonable effort to insure the
shipment of the Product on or before ASQC's requested shipment date.

         5. SHIPMENT. Packages containing the Product and any applicable RII
literature or documentation shall be shipped to ASQC F.O.B. to a warehouse
designated by ASQC. RII shall not insert any special or extraordinary materials,
including, but not limited to mail order or other promotional material in, or
affix any special or extraordinary stickers or other items without obtaining
ASQC's prior written consent. As used in this paragraph "special or
extraordinary" shall mean printed material, inserts, stickers or other
promotional material (i) not used by RII in or on its general release of any
Title or of the Series, or (ii) that quotes a suggested wholesale, retail, or
special price for any Title or for the Series.

         6. MARKETING POLICIES; PRODUCT SUPPORT. The parties will develop a
mutually acceptable marketing plan. ASQC agrees to use its best efforts to sell
the Products in the Territory. ASQC will promptly respond to any inquiries for
the purchase of Products that are forwarded to ASQC by RII. ASQC will maintain
reasonable inventory levels of Products at one or more facilities. RII will
provide all customers access to complete technical support for all Products and
maintain a responsive customer support function.

         7. DISTRIBUTION FEE AND SALES CREDIT. ASQC shall be entitled to a
Distribution Fee on each unit of the Product which it sells to a customer. The
amount of the Distribution Fee shall be calculated as described on Exhibit B and
based on ASQC's Net Receipts. RII shall pay ASQC a Sales Credit on each unit of
the Product which it sells to a customer, which Sales Credit shall be calculated
as described on Exhibit B hereto and based on RII's Net Receipts. As used
herein, "Net Receipts" means the net revenues of ASQC or RII, as the case may
be, actually received from sales of the Product by any means or distribution
channels, including sales by sales representatives, distributors and sales
representatives appointed by distributors, exclusive of demonstration or
promotional copies, returns, postage, freight or other actual shipping charges.

         8. PAYMENT. On or before the 30th day after the end of each month
during the term of this Agreement, ASQC and RII shall each submit to the other,
in a mutually acceptable format, an accurate and complete report of the units of
the Product sold and Net Receipts for the Product during the previous month.
ASQC's statement shall be accompanied by ASQC's payment in the amount of its Net
Receipts reduced by the Distribution Fee, and RII's statement shall be
accompanied by RII's payment in the amount of the Sales Credit. All payments
will be made in U.S. dollars.

         9. TITLE, INSURANCE AND OTHER EXPENSES. Title to the Products shall be
vested in RII at all times until passed directly to the customer. Title and risk
of loss shall pass to the customer at such time as ASQC delivers the Products to
the customer. RII shall keep the Products insured against such risks and in such
amounts and according to such other terms as it may from time to time determine.

         10. QUALITY AND WARRANTIES. RII warrants that the optical media on
which the Product is distributed is free from defects in materials and
workmanship. EXCEPT AS SPECIFICALLY PROVIDED IN THE PRECEDING SENTENCE, RII
MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO
THE PRODUCT, INCLUDING ITS CONTENT, QUALITY, PERFORMANCE, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. If a Product fails to meet this limited
warranty, ASQC's sole and exclusive remedy is replacement or, at RII's option,
refund of the purchase price. This section shall not limit RII's liability under
sections 14, 16, and 21 below, with respect to intellectual property rights and
indemnification. RII shall extend its standard warranty to purchasers of the
Product, a copy of which is attached as Exhibit C, in the form in which it
appears on the Product Registration Card packaged with the Product. ASQC shall
not represent that RII makes any warranty other than this standard warranty.

         11. USE OF RII TRADEMARKS AND ADVERTISING IN THE TERRITORY. ASQC may
advertise and use the trade names, trademarks, images, likenesses or other
information which is attached hereto as Exhibit D ("Approved Materials"), for
normal advertising and promotion within the Territory. Upon reasonable notice,
RII may withdraw or modify such authorization. All use of any Approved Materials
in any marketing and promotion, including but not limited to advertisements and
packaging, shall contain such trademark or other notice of attribution as may be
specified by RII from time to time.

         12. USE OF ASQC TRADEMARKS AND ADVERTISING IN THE TERRITORY. RII may
advertise, and use the tradenames, trademarks, images, likenesses or other
information which is attached hereto as Exhibit E, on the Product and on the
packaging for the Product, for normal advertising, promotion, marketing and
sales of the Product by RII in the Territory. Upon reasonable notice, ASQC may
withdraw or modify this authorization.

         13. LIMITATION ON USE OF THE MARKS BY RII. RII shall use the Marks only
in the approved format. RII shall not adopt, use or attempt to register any
modifications of the Marks or combinations of the Marks with any other Marks
without the prior written approval of ASQC. In addition, RII shall not (i) use
the Marks to incur any obligation or indebtedness on behalf of ASQC, (ii) use
the Marks as part of its corporate or other legal name, or (iii) mortgage,
pledge or in any way encumber the rights granted to RII with respect to use of
the Marks.

         14. OWNERSHIP AND PROPRIETARY RIGHTS. RII represents and warrants that
(i) it has all rights in and to copyrights, trade secrets and trademarks
associated with the Product under this Agreement, including those in Exhibit E,
(ii) the use of the literary and artistic materials and ideas contained or
embodied in the Product, containers and advertising materials, if any, furnished
to ASQC by RII in accordance with the terms of this Agreement, will not violate
any law, or infringe upon, or violate any rights of any person, firm or
corporation, and (iii) RII has no knowledge of any litigation, proceeding or
claim pending or threatened against RII which may materially affect RII's rights
in and to the Product, or the works and performances embodied thereon, the
copyrights pertaining thereto, or the rights, licenses and privileges granted to
ASQC hereunder.

         15. RIGHTS TO INCLUDE ANSI/ISO/ASQC Q9000 IN PRODUCT. ASQC shall grant
to RII a non-exclusive, perpetual and paid-up license to electronically imbed
the North American language version for ISO 9000, known as ANSI/ISO/ASQC Q9000,
in the Product.

         16. ROYALTIES AND OTHER PAYMENTS. RII shall be solely responsible for
and shall make any payments required to be made to any individual, entity or
group representing authors of the Product, participants in the production of the
works or performances embodied on the Product, and publishers or other persons
having legal or contractual rights of any kind to participate in the receipts of
such works or performances as a result of the transaction contemplated by this
Agreement.

         17. RIGHTS BELONGING TO RII. ASQC acknowledges that all intellectual
property rights to the Product belong to RII or its licensers, as the case may
be. ASQC will not alter the Product or any portion thereof, including the
packaging, and will not remove RII's copyright notices, restricted rights
legends, or any other notices from the Product or documentation.

         18. COVENANTS OF ASQC AND RII. Each party covenants and represents that
(i) except with the prior written approval of the other, it shall make no
representations or warranties on behalf of the other in connection with the
distribution of the Product, (ii) they will market the Product only in a manner
consistent with the marketing policies determined in accordance with section 6,
(iii) they will maintain accurate books of accounts in connection with any sales
made by them pursuant to this Agreement, and (iv) they will insure that any
sales representatives, distributors or sales representatives appointed by
distributors will comply with these covenants.

         19. EXCHANGE OF INFORMATION. ASQC will provide to RII, on a monthly
basis and in a mutually acceptable format, a list of purchasers of the Product,
including the name of the purchaser, the shipment address of the purchaser and
the Title or Titles or Series purchased.

         20. TAXES. ASQC shall be responsible for any taxes (including, but not
limited to, sales, use, excise, telecommunications and gross receipts taxes) and
other similar charges now or in the future imposed upon ASQC or any person or
entity retained by it in connection with any aspect of its performance of this
Agreement, exclusive of any taxes imposed directly on RII. The foregoing does
not affect the definition of Net Receipts in section 7.

         21. INDEMNIFICATION BY RII. RII will indemnify and hold harmless ASQC,
its officers, employees and agents, from and against all loss, damages,
liability, and expense, including attorney fees, incurred by reason of any
claims, actions, suits or governmental investigations or proceedings, brought
against or involving them or any of them, and which (i) relate to or arise out
of a breach by RII of its warranties under sections 14 and 16 relating to
intellectual property rights, or (ii) are brought by a third party and arise out
of a claimed defect in the Product or a claim that the Products fail to meet
warranties, representations or specifications made by RII.

         22. INDEMNIFICATION BY ASQC. ASQC will indemnify and hold harmless RII,
its officers, employees and agents, harmless from and against all loss, damages,
liability, and expense, including attorney fees, incurred by reason of any
claims, actions, suits or governmental investigations or proceedings, brought
against or involving them or any of them, and which relate to or arise out of a
breach by ASQC of its covenants under sections 17, 18 and 20.

         23. TERM AND TERMINATION. The term of this Agreement is three years
from the date of its execution. The term may be extended by mutual consent of
the parties. This Agreement may not be terminated by either party during its
term except for good cause. Good cause shall mean a material breach of this
Agreement. Notwithstanding the foregoing, neither party may terminate for cause
unless it notified the other party of any alleged material breach in writing and
the breach has not been cured within 30 days from such notice. Notwithstanding
any other provisions of this paragraph, this Agreement will terminate
automatically in the event either party ceases to do business in the event of
either party's bankruptcy, insolvency, or assignment for the benefit of
creditors, and RII or ASQC may terminate this Agreement effective immediately
upon notice to the other party in the event of the conviction of, or commission
by, the other party or any principal officer, shareholder, employee or any
partner of the other party of any crime which may adversely affect the goodwill
or reputation of RII or ASQC. Upon termination of this Agreement, ASQC shall
return all of the Product and Documentation, as well as copies of promotional
materials, marketing literature, written information and reports pertaining to
the Product and that have been supplied by RII. Neither party shall advertise,
market, sell or distribute the Product, directly or through distributors, or
through sales representatives after termination of this Agreement by using the
other party's trademarks, as attached hereto as Exhibits D and E.

         24. RELATIONSHIP OF PARTIES. During the term of this Agreement, the
relationship between RII and ASQC is that of independent contractors. Under no
circumstances shall any of the employees of one party be deemed the employees of
the other for any purpose.

         25. CONFIDENTIALITY. Any specifications, samples, computer programs,
technical information, lists of customers or potential customers or other
proprietary business information or data, written, oral or otherwise, disclosed
by one party to the other ("Confidential Information") shall remain the property
of the disclosing party. The parties agree to hold all such Confidential
Information in strict confidence and not to disclose same to any third party
without the disclosing party's prior written consent. Upon expiration or
termination of this Agreement, each party shall return to the other all such
Confidential Information in its possession.

         26. NOTICE. All notices shall be in writing and will be delivered
personally, by confirmed facsimile transmission, by certified mail, or overnight
courier, to the addresses specified below:

         If to ASQC:                American Society for Quality Control, Inc.
                                    611 East Wisconsin Avenue
                                    Milwaukee, WI 53201
                                    Attn: Brian J. LeHouillier
                                    Director, Programs and Operations
                                    Telephone:  (414) 272-8575
                                    Fax:  (414) 272-1734

         If to RII:                 Reality Interactive, Inc.
                                    Suite 300
                                    11200 West 78th Street
                                    Eden Prairie, Minnesota 55344
                                    Attn: Wesley W. Winnekins, CFO
                                    Telephone:  (612) 996-6777
                                    Fax:  (414) 996-6799

Notice will be effective only upon receipt.

         27. MISCELLANEOUS.

         (a) SURVIVAL OF OBLIGATIONS. The parties agree that the obligations
imposed by 21, 22 and 25 will survive the termination of this Agreement.

         (b) ELECTION OF REMEDY AND WAIVER. The exercise of one right or remedy
hereunder will not constitute an election or preclude either party from
exercising or pursuing all other rights or remedies available to them under the
law or as provided herein. The failure of either party at any time to require
performance by the other part of any provision hereof will in no way affect the
right to require such performance at any time thereafter, nor will the waiver by
either party of a breach of any provision hereof constitute a waiver of any
succeeding breach of the same or any other provision, or constitute a waiver of
the provision itself.

         (c) ASSIGNMENT, AMENDMENT AND SEVERABILITY. Neither this Agreement nor
any rights hereunder or interest herein may be assigned by either party without
the prior consent of the other, except to a parent, subsidiary or affiliate of
the assigning party. This Agreement and the Exhibits hereto constitute the
entire agreement regarding the subject matter contained in this Agreement
between RII and ASQC and may not be substituted, varied or abridged in any
manner, except as provided herein, unless by written amendment executed by an
authorized agent or officer of ASQC and an authorized officer of RII. In the
event any provision of this Agreement is found to be void or unenforceable, all
remaining provisions of this Agreement will remain in full force and effect.

         (d) GOVERNING LAW. This Agreement and the relationship between the
parties hereto will be governed by and construed in accordance with the internal
laws of the State of Wisconsin.

         (e) TERMINATION OF PRIOR AGREEMENT. This Agreement and the Exhibits
hereto terminates and supersedes all prior and contemporaneous agreements,
written or oral, or created by a course of dealing, if any, between the parties
with respect to the subject matter contained in this Agreement.

         (f) ARBITRATION. All disputes arising out of this Agreement and
relating to any relationships created hereby will be subject to binding
arbitration. The party seeking arbitration must serve the other party by
certified mail with a written demand for arbitration setting forth the question
for arbitration. Arbitration will be held before a single arbitrator in
Milwaukee, Wisconsin, if arbitration is sought by RII or in Minneapolis,
Minnesota if arbitration is sought by ASQC. Arbitration will be pursuant to the
rules of the American Arbitration Association, except as modified by this
Agreement. In no event may the arbitrator award punitive damages. The prevailing
party will be entitled to reimbursement from the other party for all expenses,
costs and attorneys' fees incurred in the arbitration. The parties consent to
the jurisdiction of the state and federal courts in Milwaukee, Wisconsin and the
state and federal courts in Minneapolis, Minnesota, as the case may be, for any
action to enforce the award of the arbitrator.

IN WITNESS WHEREOF, the parties have caused the Agreement to be executed as of
the date written above.

REALITY INTERACTIVE, INC.             AMERICAN SOCIETY FOR QUALITY
                                      CONTROL, INC.

BY  /s/  Wesley W. Winnekins          BY  /s/   Brian J. LeHouillier

ITS  Chief Financial Officer          ITS Director Programs & Operations

                                    EXHIBIT A
                  REALITY INTERACTIVE QS-9000 COMPLIANCE SERIES
                                PRICING SCHEDULE

- ---------------------------------------------------------------------
QS-9000 Compliance Series                              Unit Price
- ---------------------------------------------------------------------

Starting the QS-9000 Process                                    $995

Managing the QS-9000 Process                                    $995

Building and Implementing the QS-9000 Quality System            $995

Auditing the QS-9000 Qaulity System                             $995

QS-9000 Compliance Series  (4-CD set)                         $3,595
- ---------------------------------------------------------------------

                                    EXHIBIT B

1.0      ASQC DISTRIBUTION FEE

         ASQC will calculate a distribution fee based on Net Receipts (as
defined in Section 8). The fee schedule is calculated as follows:

         ASQC NET RECEIPTS          DISTRIBUTION FEE

         $0 - $1.8M                       (***)%
         $1.8M +                          (***)%

2.0      RII SALES CREDIT

         RII will calculate a Sales Credit based on Net Receipts (as defined in
Section 8). The credit schedule is calculated as follows:

         RII NET RECEIPTS            SALES CREDIT
         $0- 1.8M                          (***)%
         $1.8M +                           (***)%

***  Denotes confidential information that has been omitted from the exhibit and
     filed separately, accompanied by a confidential treatment request, with the
     Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
     Exchange Act of 1934.

                                    EXHIBIT C

                                STANDARD WARRANTY

         Licensor warrants that the optical media on which the Product is
distributed is free from defects in materials and workmanship. Licensor will
replace defective media at no charge, provided you return the defective item
with dated proof of payment to Licensor within ninety (90) days of the date of
delivery. This is your sole and exclusive remedy for any breach of warranty.
EXCEPT AS SPECIFICALLY PROVIDED ABOVE, LICENSOR MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE PRODUCT,
INCLUDING ITS CONTENT, QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT WILL LICENSOR BE LIABLE FOR DIRECT, INDIRECT,
SPECIAL; INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY
TO USE THE PRODUCT OR DOCUMENTATION. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO CASE SHALL LICENSOR'S LIABILITY EXCEED THE AMOUNT OF THE LICENSE
FEE PAID. THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF
ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. Some states do not allow the
exclusion or limitation of implied warranties or limitation of liability for
incidental or consequential damages, so that the above limitation or exclusion
may not apply to you.

                                    EXHIBIT D
                                 RII TRADEMARKS

                         [LOGO] REALITY INTERACTIVE (TM)

                    REAL TOOLS FOR ACCELERATED LEARNING (TM)

                         [LOGO] REALITY INTERACTIVE (TM)
                    REAL TOOLS FOR ACCELERATED LEARNING (TM)

                                    EXHIBIT E
                                 ASQC TRADEMARKS

                                 [LOGO] ASQC(R)

                         [LOGO] ASQC AUTOMOTIVE DIVISION 

Basic Info X:

Name: AGREEMENTS
Type: Agreements
Date: May 28, 1996
Company: EVOLUTION PETROLEUM CORP
State: Nevada

Other info:

Date:

  • 17th day of May , 1996
  • 30th day after the end of each month

Organization:

  • AMERICAN SOCIETY FOR QUALITY CONTROL INC.
  • American Society for Quality Control , Inc.
  • Reality Interactive , Inc.
  • the State of Wisconsin
  • American Arbitration Association
  • Chief Financial Officer ITS Director Programs & Operations
  • Securities and Exchange Commission

Location:

  • New York
  • U.S.
  • East Wisconsin Avenue Milwaukee
  • Minneapolis
  • Minnesota

Money:

  • $ 995
  • $ 3,595
  • $ 1.8M
  • $ 0-

Person:

  • Eden Prairie
  • Wesley W. Winnekins
  • Brian J. LeHouillier

Percent:

  • %