Exhibit 10.2

              MUTUAL NON-DISCLOSURE AGREEMENT & BUSINESS AGREEMENT
              ----------------------------------------------------
                          (Contract #: 8C-AN050921-01)


This  Agreement  is made and entered into as of September 21, 2005 between S-CAM
Co., LTD duly organized and existing under the law of the Republic of Korea with
its  place  of  business  at  #303,  Gyenggi  Venture building 1017, Ingae-dong,
Paldal-gu,  Suwon-si,  Gyenggi-do, Korea (hereinafter referred to as "SCAM") and
ANUBIS  Electrinc GmbH, duly organized and existing under the law of the Germany
with  its  principal  place  of business at Am Langfeld 38, D-66130 Saarbrucken,
Germany  (hereinafter  referred  to as "ANUBIS") with reference to the following
facts:

Whereas,  SCAM (Manufacturer) wishes to appoint ANUBIS the exclusive distributor
for  the  Products  in  the  Territory  (as  hereinafter  defined),

Now,  therefore, in consideration of the premises and mutual covenants contained
herein,  the  parties  agree  as  follows:

ARTICLE  1.  DEFINITIONS
In  this  agreement  except  where the context otherwise requires, the following
terms  and  expressions  shall  have  the  following  meanings:

1.1  "Confidential  Information" means any information, whether written or oral,
which  ANUBIS  learns  about  SCAM  or  the  Products and which is not generally
available  to  the  public  or  which  is  labeled  by  SCAM  as  confidential.

1.2  "Products"  means  the  item  listed  in  the  Schedule  and any additional
products  expressly brought within the scope of this agreement by mutual written
consent  of  the  parties.

1.3  "Performance Levels" means the annual minimum sales of the Products for the
Sales Territory as set forth in the Schedule or as may be amended by the parties
in  writing  from  time  to  time.

1.4  "Sales  Price"  means,  for  Products delivered to the ANUBIS hereunder, an
amount  in  US Dollars, determined from SCAM's current applicable price list for
such  Product  as  published  by  SCAM, in effect September 21, 2005 as mutually
agreed  by  both  parties,  and  which  shall only be changed with 30 days prior
written  notice.

1.5  "Sales  Territory" means that geographic area commonly referred to as Whole
Europe.

1.6  "Schedule"  means  that  listing attached to this Agreement and made a part
hereof  which  contains  certain  pertinent  provisions  of  this  agreement.

ARTICLE  2.  GRANT  OF  REPRESENTATION

2.1  EXTENT  OF REPRESENTATION RIGHTS.  Under the terms and conditions set forth
in  this  agreement,  SCAM  hereby  appoints  ANUBIS,  and  ANUBIS  accepts such
appointment as the representative to sell the Products to customers in the Sales
territory.  Unless  specifically otherwise authorized in writing by SCAM, ANUBIS
shall  not directly or indirectly by any means whatsoever contact or solicit any
customer  or  customers  outside  of  Sales Territory or establish any branch or
depot  for  the  purpose of selling the Products outside of the Sales Territory.

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2.2  ALL  SALES  BY ANUBIS COVERED.  All Products sold by ANUBIS during the term
of  this  agreement  shall  be  subject  to  the  terms  of  this  agreement.

2.3  OTHER  PRODUCTS.  This agreement shall not included, and ANUBIS does not by
this  agreement  obtain,  the  right  to  sell any item produced or sold by SCAM
except  the  Product.

2.4  ANUBIS  NOT  AGENT.  ANUBIS  is and shall act as an independent contractor.
ANUBIS  is not an agent, franchisee, or employee of SCAM and has no power to act
for,  bind,  or  otherwise create or assume any obligation on behalf of SCAM for
any  purpose  whatsoever.  All  financial  obligations  associated with ANUBIS's
business  are  the  sole  responsibility  of  ANUBIS.

ARTICLE  3.  TITLE,  RISK  OF  LOSS  AND  WWARRANTY  LIMITATION

3.1  LIMITED  WARRANTY.  Any products purchased from SCAM which become defective
will  be Warranted to ANUBIS for a period of 24 months from the date of shipment
to  ANUBIS.  Such  warranted  units  will  be  repaired  or  replaced  by  SCAM.

3.2  NOTIFICATION.  ANUBIS  will  notify  SCAM  in  writing  of  any  claim  or
proceeding  involving  Products  no  later  than fourteen (14) days after ANUBIS
learns  of  such  claim  or proceeding.  SCAM will likewise notify ANUBIS.  SCAM
will  also  report  all claimed or suspected product defects to ANUBIS promptly.

ARTICLE  4.  TRADEMARKS,  TRADE  NAMES  AND  GOODWILL

4.1  REPUTATION.  Each  of  the parties will act and cooperate in all reasonable
ways  to  protect  the  reputation  and  goodwill  of  the  other.

ARTICLE  5.  CONFIDENTIAL  INFORMATION

5.1  MAINTENANCE  OF  CONFIDENTIALITY.  ANUBIS  acknowledges  that the processes
used  by  SCAM  to  develop  and  produce  the  Products  involve  confidential
information  and data of substantial value to SCAM which value would be impaired
if said information and data were disclosed.  ANUBIS agrees (1) to safeguard the
Confidential Information disclosed pursuant to this agreement (2) not to use the
Confidential  Information  disclosed  pursuant to this agreement for any purpose
other  than  (to  the  extent necessary) to further the sale of and promotion of
Products  and  (3)  to  cooperate  in  any  lawsuit  involving  the Confidential
Information.  In  implementation of the foregoing, ANUBIS shall not disclose any
of  the  Confidential Information to any person except those for whom disclosure
is  necessary  for  the  effective  performance  of  their  responsibilities  as
employees  of  agents  of ANUBIS, and, in each case, only to the extent required
for  such  effective  performance  of  responsibilities.

5.2  OBLIGATION  AFTER DISCLOSURE OR TERMINATION.  The obligations undertaken by
ANUBIS  pursuant  to  this  Article  5  shall  not  apply  to  any  Confidential
Information  which  hereafter  shall  become  published  or  otherwise generally
available  to the public, except in consequence of a willful or negligent act or
omission by ANUBIS orits employees or agents in contravention of the obligations
herein  above  set  forth  in  this  Article 5.  Except as so limited all of the
obligations  of  this  Article  5  survive  expiration  or  termination  of this
agreement.

5.3  This  Agreement  will apply to all confidential and proprietary information
disclosed  by  one  party  to  the  other party, including information listed in
Exhibit A and other information which the disclosing party identifies in writing
as  confidential  before or within thirty days after disclosure to the receiving
party  ("CONFIDENTIAL  INFORMATION")

5.4  Each party agrees (i) to hold the other party's Confidential Information in
strict  confidence,  (ii)  not  to disclose such Confidential Information to any
third  parties,  and  (iii)  not  to  use  any  Confidential  Information  for

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any  purpose except for the Business Purpose.  Each party may disclose the other
party's  Confidential  Information to its responsible employees with a bona fide
need  to  know,  but  only  to  the  extent  necessary to carry out the Business
Purpose.  Each  party agrees to instruct all such employees not to disclose such
Confidential  Information  to  third parties, including consultants, without the
prior  written  permission  of  the  disclosing  party.

5.5  Confidential  Information  will  not  include  information  which:

     (i)  Is  now, or hereafter becomes, through no act or failure to act on the
part  of  the  receiving  party,  generally  known  or  available to the public;

     (ii)  was acquired by the receiving party before receiving such information
from  the  disclosing  party  and  without  restriction as to use or disclosure;

     (iii)  is  hereafter rightfully furnished to the receiving party by a third
party,  without  restriction  as  to  use  or  disclosure;

     (iv)  is  information  which  the  receiving  party  can  document  was
independently  developed  by  the  receiving  party;

     (v)  is  required  to  be disclosed pursuant to law, provided the receiving
party  uses reasonable efforts to give the disclosing party reasonable notice of
such  required  disclosure;  or

     (vi)  is  disclosed with the prior written consent of the disclosing party.

ARTICLE  6.  REPRESENATIONS  AND  WARRANTIES;  INDEMNIFICATION

6.1  POWER  AND  AUTHORITY.  SCAM represents and warrants that it has full power
and  authority  to  enter  into  and  fulfill  the  terms  of  this  agreement.

6.2  PRODUCT  QUALITY.  SCAM represents and warrants to ANUBIS that the Products
will  be  of  good  quality  in  all respects, that the materials comprising the
Products  shall not be defective, and that the Products sold to ANUBIS hereunder
shall  operate  in  conformance  with SCAM's specifications with respect to such
Products  as set forth in any literature or packaging accompanying or related to
such  Products.

6.3  NECESSARY RIGHTS.  SCAM represents and warrants to ANUBIS that SCAM has, or
has  applied  for  all  necessary  rights to sell and all necessary copoyrights,
trademarks,  service  makes  and  patents for the Products.  SCAM represents and
warrants, to the best of its knowledge and belief, that neither the Products nor
the  use  thereof  infringes  upon  or  violates  any  right  of  privacy of, or
constitutes  a  libel,  slander  or any unfair competition against, or infringes
upon  or  violates  any  trademark,  trade  name, service mark, copyright, trade
secret,  invention,  patent  or  any  other  right  of  any  other  person.

ARTICLE  7.  OTHER  COVENANTS  OF  DISTRIBUTOR
In  addition to other duties set forth herein, during the term of this agreement
ANUBIS  also  covenants  and  agree:

7.1  PROMOTION.  To  diligently  use  it  best efforts to introduce, promote the
sale  of,  and  obtain  orders  for,  the  Products  in  the  Sales  Territory.

7.2  MAINTENANCE  AND PROVISION OF INFORMATION.  To maintain and to provide SCAM
with  forecasts  in  such  form  as is reasonably requested by SCAM, relating to
expected  orders  for  Products  from  the  Sales  Territory.

ARTICLE  8.  TERM  AND  TERMINATION

8.1  TERM.  The  term  of  this  agreement  shall  initially  be  twelve  months
commencing as of the date and year first above written unless earlier terminated
in  accordance  with  this  Article  8.  After  such  twelve  month  period, the
agreement  shall continue on a year to year basis unless either party shall give
written  notice  to the other within sixty (60) days from the end of such period
or  unless sooner terminated in accordance with the provisions of this paragraph
8.

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8.2  EVENTS  OF  DEFAULT.  The  following shall constitute and Event of Default:

     (a)  The breach  by  either  party  of  any  of the terms of this agreement
          or  of  any  other  ancillary  agreement  between  the  parties hereto
          including,  but  not  limited  to,  timely  payment  of  any  sums due
          hereunder  or  thereunder,  and such breach continuing for a period of
          thirty  (30)  days  after  notice  from  the  non-breaching  party.

     (b)  Any representation  or  warranty  under  this  agreement  or any other
          agreement  being  materially  false.

     (c)  The receipt  by  either  party  of  an  opinion  of  counsel that such
          termination  is  necessary  to  avoid  exposure  to  civil or criminal
          liability  under  any  federal,  state  or  foreign  laws.

     (d)  The failure  of  ANUBIS  to  meet  under 70% of the Performance Levels
          in  the  Sales  Territory  by  mutual  agreement;  or

     (e)  A  substantial  change  in  the  ownership  or  control  of  ANUBIS.

8.3  EFFECT OF TERMINATION.  Should an Event of Default occur the non-defaulting
party might, so long as the Event of Default continues in effect, terminate this
agreement  and  pursue any right which may be available by law.  In the event of
any  termination  arising  as  a  result  of  a  breach  by  ANUBIS:
(a)  SCAM  shall  not be relieved of any obligation to make further shipments of
the  Product  hereunder  and  may  not  (even in the event that the contract was
terminated  as  a  result  of  a breach by ANUBIS) cancel all ANUBIS's unshipped
orders  for  the Product.  SCAM shall have an obligation to ANUBIS in connection
with  of  any  unshipped  orders  pursuant  to  this  paragraph.
(b)  ANUBIS  shall immediately discontinue representation of the Product and the
use  of  Confidential  Information  the  Trademarks  and  any signs, stationary,
advertising,  or  anything  else  that might make it appear that ANUBIS is still
authorized  to  deal  in  the  Product.
(c)  ANUBIS  shall immediately return all Confidential Information to SCAM along
with  all  literature,  manual, price lists, and similar material related to the
Product.

ARTICLE  9.  GENERAL  PROVISIONS

9.1  COMPLETE  AGREEMENT;  MODIFICATIONS.  This  agreement  and  any  documents
referred  to herein or executed contemporaneously herewith constitute the entire
agreement  among  the  parties with respect to the subject matter hereof and may
not  be  amended, altered or modified except by a writing signed by the parties.
This  agreement  supersedes  all  agreements,  representations,  warranties,
statements,  promises  and understandings, whether oral or written, with respect
to  the  subject  matter  hereof.

9.2  ADDITIONAL  DOCUMENTS.  Each  party  hereto  agrees  to execute any and all
further documents and writings and to perform such other actions which may be or
become  necessary  or  expedient  to  effectuate  and  carry out this agreement.

9.3  NOTICES.  Unless  otherwise  specifically  permitted by this agreement, all
notices  under  this  agreement  shall  be  in writing and shall be delivered by
personal  service,  telegram, facsimile or certified or registered mail (if such
service is available, or, if not, by first class mail), postage prepaid, to such
address  as may be designated from time to time by the relevant party, and which
shall  initially be as set forth in the Schedule.  Any notice sent by mail shall
be  deemed  to  have been given fourteen (14) days after the date on which it is
mailed.

9.4  ASSIGNEMNT.
The  parties  may  not  assign  or transfer this agreement or any of its rights,
duties  or  obligations  hereunder  and  this agreement may not be involuntarily
assigned  by  operation  of law without the prior written consent of each party.

9.5  EXCUSED  NONPERFORMANCE.  Neither  SCAM nor ANUBIS shall be deemed to be in
default  or  for in breach of any provision of this agreement as a result of any
delay, failure in performances, or interruption of service resulting directly or
indirectly  from  acts  of  God,  acts  of  civil  or  military authority, civil
disobedience,  war,  strikes  or  other  labor  disputes,  fires, transportation
contingencies, laws, regulations, acts or orders of any government agency or any
government  official,  or  any other occurrence beyond the reasonable control of
either

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party.  It  is  expressly  understood,  however,  that the obligations of either
party  to  perform  under  the  terms of this agreement shall continue after the
passing  of,  or  normalization  of,  any  of the eventualities described above,
provided  that  the  occurrence of any such eventuality shall in no event extend
the  term of this agreement.  In witness whereof, the parties hereof have caused
this  agreement  to  be  executed  in  duplicate  for  each party retaining one.


                                   \s\  xxxxx

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                         SCHEDULE FOR BUSINESS AGREEMENT
                         -------------------------------

1.   Product:  NF1  (2.2"  Navigation)

2.   Tooling  Cost  Payment
     a.   Total:  US$100,000.00
     b.   30%: US$30,000.00 will be paid with complete the contract for starting
     c.   30%:  US$30,000.00  will be paid after ANUBIS received the Engineering
          sample
     d.   40%:  US$40,000.00  will  be  paid  when  P.P  sample  is  approved

3.   Tooling  Cost  Depreciation
     a.   Quantity:  100,000  units
     b.   Deduct  Price:  US$1.00/unit  up  to  100,000  units

4.   Development  Schedule
     a.   Please  refer  to  attached  file  for  the  development  schedule
     b.   The  Development  Schedule  is  subject to be changed if there are any
          unexpected  happen

5.   Sales  Price  for  Player:  US$11.00  (Included  Tooling  Cost Depreciation
US$1.00)
     a.   The  price  is only for the player without map data Nand Flash Memory,
          Map  Porting  Cost  and  accessories.
     b.   SCAM  provides  the  giftbox  design, and ANUBIS provides the cosmetic
          design  for  giftbox.
     c.   SCAM  and  ANUBIS  double  check  the  price  for  accessories.
     d.   The  price  will  be  discussed  after  100,000  units  production.

6.   Performance  Levels  (Total  100,000  units  from  Jan  2006  to  Dec 2006)
     a.   Quarter  1  (Jan.  2006  -  Mar.  2006):  50,000  units
     b.   Quarter  2-4  (Apr.  2006  -  Dec.  2006):  50,000  units

7.   Sales  Territory:  Whole  Europe

7.   Shipment  Terms:  FOB  KOREA

8.   Payment: By an Irrevocable L/C at night in favor of SCAM or T/T in advance.

9.   Placing  order  for  Quarter  1
     a.   ANUBIS  shall  place  the order for 50,000 units 6 weeks prior to mass
          production  for  buying  long  term  components.

The  matters  not mentioned herein in detail shall be amicably determined by/and
between  the  party.

                                                  September  21,  2005

For  and  on  behalf  of  ANUBIS          For  and  on  behalf of SCAM

ANUBIS  DIGITAL  TECHNOLOGY  CO.,  LTD    SCAM  CO.,  LTD.
--------------------------------------    ----------------
Signed:                                   Signed:


          \s\  Dominique  Bonk                       \s\  Bon  Kwan  Koo
          --------------------                       -------------------
Name:     Dominique  Bonk                 Name:      Bon  Kwan  Koo
          --------------------                       -------------------
Position: CEO                             Position:  CEO
          --------------------                       -------------------



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S-Cam                         PROFORMA  INVOICE

S-CAM  Co.,  Ltd.
No.  35, Buk-Ri, Namsa-Myun, Yongin City           INV. NO. : SFPI-TYP050921-01
Kyeonggi-do, Korea                                 DATE     : September 21, 2005
Tel:  82-31-233-4664  Fax:  82-31-233-4795         REF NO.  :

MESSERS:
ATTN: MR. DOMINQUE BONK
ANUBIS ELECTRONIC GMBH

We  have  the  pleasure of presenting the following goods in accordance with the
terms  and  conditions  given  below:
--------------------------------------------------------------------------------

H-S Code           Description              Q'ty       U-Price (U$)  Amount (U$)

--------------------------------------------------------------------------------

          NF-1 (2.2" LCD) Navigation + MP3

          Tooling Cost
            - 30% with Starting                        $100,000.00
            - 30% after received Engineering Sample    $ 30,000.00
            - 40% after pass P.P sample is approved    $ 40,000.00


--------------------------------------------------------------------------------

* Origin                 : Republic of Korea
* Destination            : Germany
* Packing                : Export Standard Packing
* Payment                : T/T
* Validity of Offer      : 2 weeks after Issue this Offer
* Bank Information       : Korea Exchange Bank, Samsung Electronics Br.
  - Bank's Address       : Maetan 3 dong 416, Paidal-ga, Suwon City,
                           Kyeonggi-do, Korea
  - Account No.          : 148-JSD-100077-6
  - SWIFT Code           : KOEXKRSE
* Beneficiary            : S.CAM Co., LTD.
                           35 Buk-Ri, Namsa-Myun, Yongin City,
                           Kyeonggi-do, Korea
                           Tel: 82-31-329-8901

* Remark



                         Accepted by                   Offered By
                                                       S-CAM Co., LTD.

                                                       \s\ Bon Kwan Koo
                         \s\ Dominique Bonk            Bon Kwan, President
                         ------------------            -------------------
                                                       S-CAM Co., Ltd.

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