LICENCE AGREEMENT

  This Agreement made this 8th day of July, 2003.


  BETWEEN:

                 COMMGUARD INC.,  a Nevada corporation having  its
  registered  office at 50 West Liberty, Suite  880,  Reno  Nevada
  89501

                 (hereinafter referred to as the "CommGuard")

                       OF THE FIRST PART

  AND:
                 INFOTEC BUSINESS SYSTEMS, INC.,  a Nevada corpora
          tion  having  its registered office at 50 West  Liberty,
          Suite 880, Reno Nevada  89501

                 (hereinafter referred to as the "Infotec")

                           OF  THE  SECOND PART

  AND:
                 CTEC   SECURITY   SOLUTIONS   INC.,    a   Canada
          corporation  having its registered office  at  675  West
          Hastings Street, Suite 200, Vancouver  B.C.  V6B 1N2

                 (hereinafter referred to as the "CTEC")

                    OF THE THIRD PART




     WHEREAS CTEC hold the rights in and unto the Intellectual Property and
  the  CommGuard  Brand including the methods and practices  for  marketing
  the  Products  and Services throughout the world, which it  has  invested
  significant  time  and financial resources in development  and  which  it
  considers to be a valuable asset.

     AND  WHEREAS  CTEC  has  incorporated  CommGuard  as  a  wholly  owned
  subsidiary,  as agent, to represent, manage, administer and  license  the
  CommGuard Brand on CTEC's behalf throughout the world.

     AND  WHEREAS  Infotec  wishes  to  enhance  its  product  and  service
  offerings  with  CommGuard PKI technology and provide its  customers  and
  potential customers in the United States with the Products and Services.

     AND  WHEREAS  the  parties hereto have undertaken to enter  into  this
  Agreement  pursuant to a Memorandum of Understanding dated  May  7,  2003
  (the  Effective  Date)  to appoint Infotec as a  CommGuard  Licensee,  to
  sell,  service and support the Products and Services in the Territory  on
  a non-exclusive basis and a CommGuard Trust Environment Member.

     NOW  THEREFORE this Agreement witnesses that in consideration  of  the
  premises,  and  of  the mutual covenants and agreements herein  contained
  and  other  good and valuable consideration, the receipt and  sufficiency
  of  which is hereby acknowledged the parties hereto have agreed to and do
  hereby agree as follows:


  1.     INTERPRETATION

  1.01    Wherever  used  in this Agreement, unless  the  context  requires
  otherwise, the following terms shall have the meanings set out below:

  CommGuard  Brand  means the trade marks, trade associations and  customer
  perceptions  of products and services branded commguard and includes  the
  Products  and  Services,  all  methods and practices  for  marketing  the
  Products and Services, and all Practice Policies and Procedures  set  out
  in support of the Products and Services.

  CommGuard  Standards  means the standards for sales, service and  support
  of  the  Products and Services and include the standards set out  in  the
  Practice Policies and Procedures.

  Confidential  Information means all trade secrets and  other  information
  not  generally known to the public, and owned by one of the  parties,  or
  by  any  company  affiliated to one of the parties. It  includes  without
  limitation,  all  inventions, discoveries, processes, ideas,  algorithms,
  source   code,   financial  information,  legal,  corporate,   marketing,
  product,  research,  technical, personnel, customer, supplier  and  other
  non-public   information,  in  whatever  form  or   media,   specifically
  identified as confidential or proprietary prior to or at the time of  its
  disclosure,  or  that  would  generally  be  considered  confidential  or
  proprietary  in the industry in which the party concerned does  business,
  except  that  the following information is not Confidential  Information:
  (a)  information that is public knowledge at the time of disclosure,  (b)
  information  that  becomes public knowledge or  otherwise  known  to  the
  receiving  party  after  such disclosure,  other  than  by  breach  of  a
  confidentiality  obligation,  (c)  information  that  was  known  by  the
  receiving  party  before  disclosure by  the  disclosing  party,  or  (d)
  information  that  is  independently developed  by  the  receiving  party
  without use of the disclosing party's Confidential Information.

  Cumulative  Net Sales Revenue  means the cumulative amount  of  Infotec's
  Net  Sales Revenue computed from the Effective Date of this Agreement  or
  where  this  Agreement is for a Renewal Term, the Effective Date  of  the
  initial Licence Agreement granted Infotec.

  Customer   means any individual, corporation or other person  within  the
  Territory, who contracts with Infotec for Products and Services.

  Licence  Fee   means  the amount determined under Section  4.01  of  this
  Agreement.

  Licensee   means  Infotec  and any other Licensee  of  the  Products  and
  Services throughout the world.

  Net  Sales  Revenue   means all revenues, receipts, monies and  the  fair
  market   value  of  all  other  considerations,  directly  or  indirectly
  collected  or received, whether by way of cash or credit or  any  barter,
  benefit,  advantage, or concession received or receivable by  Infotec  or
  its  affiliate  companies from marketing, sale, lease,  rental  or  other
  commercial distribution of the Products and Services less the following:

       (i)    trade  and  quantity  discounts  approved  by  CommGuard  and
       actually given to the purchasers thereof;

       (ii)  all government taxes customs and excise, sales and value added
       taxes  and  other  charges or governmental fees of every  nature  or
       kind (except for taxes on or measured by income); and

       (iii)credit  allowances  or refunds given  on  account  of  returned
       goods, up to a maximum of 5% of Net Sales Revenue.

Practice  Policies  and  Procedures  means  the  practices,  policies   and
  procedures  set  out  in Schedule II hereto, as established  and  amended
  from  time  to time by CommGuard at its sole discretion, to govern  among
  other  things,  the sales, service and support obligations for  CommGuard
  branded products and services world wide.

Products and Services means those products and services set out in Schedule
  I  hereto,  as established and amended from time to time by CommGuard  in
  their sole discretion, approved for sale under the CommGuard Brand .

Products  and  Services  Pricing  means the Product  and  Services  pricing
  schedules,  terms and policies as established and amended  from  time  to
  time  by CommGuard in its sole discretion and set out within the Practice
  Policies and Procedures.

Territory means the United States of America.


1.02    The  headings  appearing in this Agreement have been  inserted  for
  convenience  of  reference only and in no way define, limit,  or  enlarge
  the scope or meaning of the provisions of this Agreement.

1.03    All  references to any party, whether a party to this Agreement  or
  not,  will be read with such changes in number and gender as the  context
  or reference requires.

1.04    The  terms  this  Agreement, hereof, herein,  hereby,  hereto,  and
  similar  terms  refer to this Agreement, including the  Schedules  hereto
  and  any  amendments hereto, and not to any particular Section  or  other
  part  of  this  Agreement.  References  to  particular  Sections  are  to
  Sections of this Agreement unless another document is specified.

1.05    All accounting terms not defined in this Agreement will have  those
  meanings   generally  ascribed  to  them  in  accordance  with  generally
  accepted accounting principles, consistently applied.

1.06    This  Agreement shall supersede and replace any  and  all  previous
  agreements  whether  written or oral, expressed or  implied  between  the
  parties hereto.


2.    OBLIGATIONS OF COMMGUARD


2.01    Subject  to  the remaining terms and conditions of this  Agreement,
  CommGuard shall, at its own expense:

          (a)  Maintain the CommGuard Brand;

          (b)   Identify  Infotec  as a provider of Products  and  Services
          within  the  Territory  on its web site and  provide  a  link  to
          Infotec web-sites;

          (c)   Notify  Infotec  thirty (30) days in advance  of  effective
          dates  for  changes to the Practice Policies and Procedures,  the
          Products and Services or the Product and Services Pricing.


3.    OBLIGATIONS OF INFOTEC


3.01    Subject  to  the remaining terms and conditions of this  Agreement,
  Infotec shall, at its own expense:

          (a)   Offer  and  market the Products and Services  to  Customers
          only within the Territory;

          (b)   Support  and  service the Products  and  Services  sold  to
          Customers;

          (c)   Process and fulfill orders for Products and Services  in  a
          timely  and  accurate manner and provide support and  service  in
          accordance   with  CommGuard  Standards  and  in   a   competent,
          professional, timely and workman like manner;

          (d)   Answer all Customer enquiries, requests for information and
          service   promptly   and  all  disputes  or  disagreements   with
          Customers in a competent, professional and timely manner;

          (e)   Comply  with the highest standards for sales,  service  and
          support  so  as  to  enhance the CommGuard  Brand  and  undertake
          activities  related  to the sales, service  and  support  of  the
          Products  and  Services in compliance with the Practice  Policies
          and Procedures;

          (f)   Ensure that the Products and Services provided to Customers
          are in compliance with the CommGuard Standards;

          (g)   Maintain errors and omissions insurance and other insurance
          policies  adequate  for  the nature and type  of  business  being
          conducted   hereunder  and  provide  CommGuard  with   proof   of
          insurance coverage immediately upon request;

          (h)   Ensure  that  the  Products and  Services  visibly  display
          CommGuard  trademarks  and names and markings  as  prescribed  by
          CommGuard;

          (i)   Pay CTEC and CommGuard as applicable, the amounts described
          in  Section  4 and of this Agreement and any charges incurred  by
          Infotec persuant to Section 9; and

          (j)    Comply  with  applicable  rules,  regulations   and   laws
          established  for  the  jurisdictions within  the  Territory  that
          Infotec  operates  including but not limited  to  collecting  and
          remitting  any  taxes including sales tax, value added  taxes  or
          other  tax  required  to be paid to any regulatory  authority  in
          association  with  the  sale or licensing  of  the  Products  and
          Services under this Agreement.

3.02   Infotec shall offer and sell the Products and Services in accordance
  with the Product and Services Pricing.

3.03    Infotec  shall  seek  approval from  CommGuard  for  all  marketing
  materials,  web  sites, information and contracts and agreements  between
  itself  and its Customers related to Infotec's carrying out its  selling,
  service  and  support  for  the Products and Services.   CommGuard  shall
  approve  or  disapprove of materials submitted for review  in  accordance
  with  this Section 3.03 and Section 12.04 within five (5) days of receipt
  of such materials.

3.04    Infotec  shall comply, as a minimum, with the Privacy Policies  set
  out  in Schedule III hereto established and amended from time to time  by
  CommGuard  in its sole discretion, in its sales, support and service  for
  the  Products and Services and in all of its dealings with Customers  and
  in  its operations and shall comply with all privacy legislation in force
  within the Territory.

3.05    Infotec  shall be precluded from selling the Products and  Services
  where  it  has insufficient staff, capabilities, infrastructure or  other
  resources  to  meet its obligations set out in Section  3.01,  paragraphs
  (a) to (f).


4.    FEES AND PAYMENT TERMS

4.01   Infotec shall pay CTEC, on or before the 15th day of each month (the
  Payment Date), as a licencing fee;

          (a)   until  such time as Infotec's Cumulative Net Sales  Revenue
          exceeds  SEVENTY  FIVE MILLION ($75,000,000) DOLLARS,  TEN  (10%)
          PERCENT; and

          (b)  thereafter, SEVEN AND ONE HALF (7.5%) PERCENT,

of  Infotec's  Net  Sales  Revenue for the calendar  month  proceeding  the
  Payment Date (the Sales Month).

4.02    On  the  Payment Date, Infotec shall provide CTEC  with  a  summary
  accounting  for  the Net Sales Revenue for the Sales Month,  which  shall
  include  the  total amount of all Net Sales Revenue and  the  calculation
  used  to  determine  the  amount due to CTEC in accordance  with  Section
  4.01.

4.03   While this Agreement remains in effect and for a period of two years
  thereafter,  Infotec  shall  keep records of its  activities  under  this
  Agreement,  sufficient to enable an independent party to  assess  whether
  it  has  complied  with its obligations hereunder. While  this  Agreement
  remains  in  effect and for a period of two years thereafter,  CTEC  may,
  from  time  to  time, conduct, or have conducted at its own  expense,  an
  independent    audit   of   these   records   including    any    related
  financial/accounting records. Such audits shall occur, if at all,  during
  the  normal  business  hours of the audited  party,  with  a  minimum  of
  disruption  to the business of the audited party, and only after  written
  notice  has  been  delivered  to  the audited  party,  at  least  fifteen
  business  days  in  advance  of  the  audit.  If  an  audit  reveals   an
  underpayment  or  overpayment  of fees  under  the  Agreement,  then  the
  auditing  party  shall  submit an invoice to the  audited  party  in  the
  amount  of  the  underpayment  or overpayment  together  with  supporting
  documentation for its claim, and the owing party shall pay  such  invoice
  within ten (10) days of receipt of same.

4.04   Subject to the laws of the Province of British Columbia, interest at
  the  rate  of  TWO  (2%) PERCENT shall be charged on any  amount  payable
  under  this  Agreement that remains unpaid on its due date and  for  each
  month  thereafter  on  such amount or part of  such  amount  until  extin
  guished in full.  Interest charged under this paragraph shall be due  and
  payable  immediately  and shall itself attract monthly  interest  at  the
  rate   of   TWO  (2%)  PERCENT  for  each  month  such  interest  remains
  outstanding.


5.    TERM

5.01       This Agreement will be in effect for three (3) years starting on
  the  Effective Date (the "Initial Term"). This Agreement may  be  renewed
  for  additional three (3) year terms (each a "Renewal Term") upon payment
  by  Infotec  to  CTEC of the then applicable current fees  determined  by
  CommGuard  prior  to the expiration of the Initial Term or  then  current
  Renewal  Term, unless either party gives the other party at least  thirty
  (30)  days  notice  of  termination before the  expiration  of  the  then
  current  Initial  Term  or Renewal Term. Notwithstanding  the  foregoing,
  CTEC  expressly  reserves the right to amend the terms of this  Agreement
  for  any  Renewal  Term  by providing notice in the  form  of  a  written
  amendment  or new Agreement at least thirty (30) days prior to expiration
  of  the  then  current Initial Term or Renewal Term.  This Agreement  may
  also be renewed for longer terms by mutual agreement of the parties.


6.    TERMINATION

6.01     This  Agreement  may  be terminated at  any  time  by  the  mutual
  agreement of the parties hereto.

6.02   This Agreement may be terminated by either CTEC or CommGuard without
  written notice to Infotec:

          (a)   upon  the institution by or against Infotec of  insolvency,
          receivership, or bankruptcy proceedings;

          (b)   upon any assignment for the benefit of Infotec's creditors,
          or upon Infotec's ceasing to do business;

          (c)   in  the event Infotec is unable or fails to pay any of  its
          debts as they fall due for a period of thirty (30) days;

          (d)   immediately in the event Infotec compromises  the  security
          of  the  Products and Services including certificate security  or
          the security of the CommGuard Trust Environment;

          (e)   in  the  event Infotec is unable or unwilling or  a  period
          longer  than thirty (30) continuous calendar days to provide  the
          Products and Services contemplated by this Agreement; or

          (f)   in  the event Infotec is unable or unwilling for  a  period
          longer  than  five  (5) continuous calendar days  to  service  or
          support   the   Products  and  Services  contemplated   by   this
          Agreement; or

          (g)   in  the  event  of a breach of this Agreement  by  Infotec,
          other  than a breach by Infotec that compromises the security  of
          CommGuard's certification services or other systems, upon  thirty
          (30)  days'  advance written notice by CommGuard if  the  Infotec
          fails  to  cure  such breach within the thirty  (30)  day  notice
          period.


6.03   This Agreement may be terminated by Infotec if:

          (a)   there  is  a  breach of this Agreement by  either  CTEC  or
          CommGuard,  upon  thirty  (30) days' advance  written  notice  by
          Infotec,  if  CTEC or CommGuard fails to cure such breach  within
          the thirty (30) day notice period; or

          (b)   CommGuard amends or proposes to amend the Practice Policies
          and   Procedures,  the  Products  and  Services  or  Product  and
          Services Pricing and if Infotec believes in good faith that  such
          amendment  materially  deprives  it  of  the  benefit   of   this
          Agreement,  upon  thirty  (30) days  advance  written  notice  by
          Infotec,  if CommGuard fails to change or withdraw the  amendment
          or proposed amendment within the thirty (30) day notice period.

6.04   If this Agreement terminates for any reason, both parties shall work
  together  in  good faith to transition Customers and their end  users  to
  another Licensee and:

          (a)    Infotec   shall   return  to  CommGuard   all   brochures,
          advertising  materials and other materials  used  in  the  sales,
          support and servicing of the Products and Services; and

          (b)   Infotec will remove all logos, trade names. trade marks  or
          other  references  to  CTEC  or  CommGuard  or  the  Intellectual
          Property  from its web-site, promotional and marketing  materials
          and  cease  thereafter to use or display any reverences  thereto,
          unless expressly approved in writing by CommGuard.


7.    REPRESENTATIONS AND WARRANTIES

7.01    CTEC  and  CommGuard jointly represent and warrant to Infotec  that
  except as otherwise disclosed herein:

          (a)   it  has the power and capacity to enter into this Agreement
          and to carry out its terms to the fullest extent;

          (b)   it  is  the  owner  or licensee in  good  standing  of  the
          Intellectual  Property  and the Products  and  Services  free  of
          disputes  or  claims whatsoever and there are no actions,  suits,
          judgments,  litigation proceedings or investigations outstanding,
          pending  or  to the knowledge of either party threatened  against
          the  Products and Services or the Intellectual Property, nor does
          either  party know or have any reasonable grounds or know of  any
          basis  for  any  such actions, suits, litigation  proceedings  or
          investigations; and

          (c)   the execution and delivery of this Agreement have been duly
          and  validly authorized by all necessary corporate action on  the
          part  of  each  party,  and this Agreement constitutes  a  legal,
          valid and binding obligation of each party.

7.02    Infotec represents and warrants to CommGuard (and acknowledges that
  CommGuard  has  relied  upon  such  representations  and  warranties   in
  entering into this Agreement) that except as otherwise disclosed herein:

          (a)   it  is duly organized, existing, in good standing  and  has
          the  power, authority, and capacity to enter into this  Agreement
          and  to  carry  out  its duties and obligations  to  the  fullest
          extent  contemplated by this Agreement, all of  which  have  been
          duly   and   validly   authorized  by  all  requisite   corporate
          proceedings   on   the  part  of  Infotec,  and  this   Agreement
          constitutes  a  legal,  valid and binding obligation  of  Infotec
          enforceable  against Infotec in accordance with its terms  except
          as  may  be limited by laws of general application effecting  the
          rights of creditors and by general principals of equity;

          (b)   neither  the execution nor delivery of this  Agreement  nor
          the  completion  of the transactions contemplated hereby  violate
          any  of  the terms and provisions of any order, decree,  statute,
          by-law   or   regulation  agreement,  covenant   or   restriction
          applicable to Infotec; and

          (c)   it  is  not  a bankrupt or insolvent nor has  it  made  any
          assignment  to its creditors or for the benefit of creditors  and
          there  are  no actions, suits, judgments, litigation  proceedings
          or  investigations outstanding, pending or to  the  knowledge  of
          Infotec threatened against it, nor does Infotec know or have  any
          reasonable  grounds or know of any basis for  any  such  actions,
          suits, litigation proceedings or investigations.

7.03    Infotec  acknowledges that CTEC and CommGuard make  no  warranties,
  except  as set forth in Section 7.01, and that all Products and Services,
  materials,  methods, procedures and practices are provided on  an  as  is
  basis.  CTEC and CommGuard hereby disclaims all warranties of  any  kind,
  express  and implied, including but not limited to the implied warranties
  of  merchantability  and  fitness for a  particular  purpose.   CTEC  and
  CommGuard  do  not  warrant  that the Products  and  Services  will  meet
  Infotec or its Customer's requirements or be error free.


8.    INDEMNIFICATION CLAUSE

8.01    Each  party  hereto  (the  Indemnifying  Party)  shall  defend  and
  indemnify  the  other  party and its directors, officers,  employees  and
  contractors  (collectively,  the  Indemnified  Parties)  and   hold   the
  Indemnified  Parties  harmless  from  and  against  any  losses,   costs,
  damages, and fees (including reasonable attorney's fees) incurred by  the
  Indemnified Parties in connection with any claim or action brought  by  a
  third party arising from:

             (a)       any breach by the Indemnifying Party of any warranty
          or obligation under this Agreement;

             (b)       the Indemnifying Parties acts and omissions; or

             (c)        the use of any product or service provided  by  the
          Indemnifying   Party,  or  any  other  item  furnished   by   the
          Indemnifying Party to Customers or their end users.


9.    ASSISTANCE

9.01    Subject  to  Section 9.02, CommGuard will provide or  cause  to  be
  provided  to  Infotec,  such  assistance as Infotec  shall  request  for:
  training,  technical  assistance,  marketing  assistance,  attendance  at
  meetings with Customers and prospective Customers, attending trade  shows
  and  other  industry functions or other activities related  to  Infotec's
  marketing  and  support for the Products and Services, at  such  rate  or
  rates as may be established by the parties at the time of request.

9.02    Infotec  acknowledges that CommGuard has  obligations  to  all  its
  Licensees,  to  the  maintenance  of the  CommGuard  Brand   and  to  its
  development  and  enhancement and, that CommGuard's  time  commitment  to
  Infotec  pursuant to Section 9.01 is limited and that conflicts  in  time
  and  timing  will arise from time to time, and that such conflicts  shall
  not  constitute  a breach hereunder or a non-performance  of  CommGuard's
  obligations hereunder.


10.       NON-COMPETE AND NON-SOLICITATION

10.01     In this section the following words have the following meaning:

Contracting  Licensee  means  a  non-terminated  Licensee  contracting  for
  services with a Customer.

Customer means the Customer of any Licensee of CommGuard or CTEC.

Time  Period means the period of time commencing on the Effective  Date  of
  this  Agreement or any renewal thereof pursuant to Section 5  and  ending
  on  the  date  that is two full calendar years following  the  date  upon
  which  this  Agreement or any renewal thereof pursuant to Section  5  ter
  minates or is terminated.

Subsequent  Period  means the period of time from the termination  of  this
  Agreement or any renewal thereof pursuant to Section 5 and ending on  the
  date  that is two full calendar years following the date upon which  this
  Agreement or any renewal thereof pursuant to Section 5 terminates  or  is
  terminated.

10.02 During the Time Period, Infotec shall not:

          (a)   directly  or indirectly carry on, engage in or  participate
          in,  any business that competes with the CommGuard Brand,  either
          alone  or  in partnership or jointly or in conjunction  with  any
          other person;

          (b)   directly  or indirectly assist (as principal,  beneficiary,
          director,  shareholder,  partner,  nominee,  executor,   trustee,
          agent,   servant,  employee,  independent  contractor,  supplier,
          consultant,  lender,  guarantor,  financier  or  in   any   other
          capacity  whatever)  any  person  to  carry  on,  engage  in   or
          participate  in  a  business  that competes  with  the  CommGuard
          Brand; or

          (c)   have  any  direct  or  indirect  interest  or  concern  (as
          principal, beneficiary, director, shareholder, partner,  nominee,
          executor,   trustee,   agent,  servant,   employee,   consultant,
          independent  contractor,  supplier,  creditor  or  in  any  other
          capacity  whatever) in or with any person, if  any  part  of  the
          activities  of such person consists of carrying on,  engaging  in
          or  participating in a business that competes with the  CommGuard
          Brand.

10.3 During the currency of this Agreement and any renewals under Section 5
  for  territory  outside  of the Territory and for the  Subsequent  Period
  world wide,  Infotec will not:

          (a)   directly or indirectly solicit any Customer except for  the
          sole benefit of the Contracting Licensee;

          (b)    directly  or  indirectly  assist  (be  it  as   principal,
          beneficiary,  servant, director, shareholder,  partner,  nominee,
          executor,   trustee,  agent,  employee,  independent  contractor,
          supplier, consultant, lender, financier or in any other  capacity
          whatever)  any  person  directly or  indirectly  to  solicit  any
          Customer   except  for  the  sole  benefit  of  the   Contracting
          Licensee;

          (c)   have any direct or indirect interest or concern (be  it  as
          principal, beneficiary, director, shareholder, partner,  nominee,
          executor,   trustee,   agent,  servant,   employee,   consultant,
          independent  contractor,  supplier,  creditor  or  in  any  other
          capacity  whatever)  in  or  with  any  person  if  any  of   the
          activities  of  such person or entity consists of soliciting  any
          Customer,   if  such  solicitation  is  directly  or   indirectly
          intended  to result in a sale of any product or service  to  such
          Customer   and   is   directly  or  indirectly   competitive   or
          potentially   competitive  with  any  product  or  service   then
          produced by the Contracting Licensee; or

          (d)  on  his  behalf  or  on behalf of any  person,  directly  or
          indirectly  contact  customers  or  clients  of  the  Company  to
          encourage  such  customers or clients to cease or restrict  doing
          business  with  the Contracting Licensee or in any way  interfere
          with  or  attempt to disrupt the Contracting Licensee's  customer
          and client relationships, contractual or otherwise.

10.04      During  the Time Period, Infotec will not directly or indirectly
  solicit  or  induce, or attempt to solicit or induce, or offer employment
  to,  any  employee,  independent contractor, or  consultant  of  CTEC  or
  CommGuard  to  leave  their employ or terminate services  their  services
  thereto,  except for the sole benefit of CTEC or CommGuard  as  the  case
  may be, and only with their prior written consent.

10.05       For  the  purposes  of  determinations  under  Section   10.02,
  Infotec's incorporation of PKI technology into its products and  services
  shall  not  be  considered to be a product or service  or  business  that
  competes with the CommGuard Brand.


11.       CONFIDENTIALITY AND USE OF INFORMATION

11.01      Each party will treat the Confidential Information of the  other
  party  as  confidential, and with no less care than  the  party  uses  to
  prevent  the  disclosure  of  its own Confidential  Information  of  like
  importance,  but in no event less than reasonably diligent care.  To  the
  extent  permitted by applicable law, the receiving party  shall  (a)  not
  disclose  the Confidential Information to any third party,  (b)  not  use
  the  Confidential  Information  in any fashion  except  for  purposes  of
  performing  this  Agreement,  (c) exercise  reasonable  care  to  prevent
  disclosure,  and  (d)  notify the disclosing party  of  any  unauthorized
  disclosure or use of the Confidential Information of which the  receiving
  party  is aware. Upon termination of this Agreement for any reason,  each
  party  shall  immediately deliver to the other party all  copies  of  the
  Confidential  Information  received from  the  other  party.  Each  party
  acknowledges  that breach of this Section 11 may cause  irreparable  harm
  to   the  disclosing  party  entitling  the  disclosing  party  to   seek
  injunctive relief, among other remedies.

11.02       Notwithstanding  the  foregoing,  a  party  may  disclose   the
  Confidential Information of the other party:

          (a)    to   employees,  subcontractors  and  others  engaged   in
          performing  the  obligations of this Agreement,  including  those
          selling  and supporting the Products and Services as required  to
          conduct    their    activities,    provided    such    employees,
          subcontractors  or other parties have executed a  confidentiality
          and  non  competition agreement with the disclosing party binding
          them to the terms of Sections 10 and 11 hereof; and

          (b)   to  the  extent required by the order or requirement  of  a
          court,  administrative agency or other governmental body  if  the
          party  to  disclose  the  other party's Confidential  Information
          does  the  following: (i) gives written notice  of  the  intended
          disclosure  to the other party at least ten (10) days in  advance
          of  the  date  of disclosure or if ten (10) days is not  feasible
          then  as much notice as is possible under the circumstances; (ii)
          upon  request  of  the other party and at the requesting  party's
          expense,  the  party  to  disclose the  Confidential  Information
          redacts  portions of the Confidential Information to be disclosed
          to  the  extent  permitted by applicable law; and  (iii)  at  the
          request  and  expense of the party whose Confidential Information
          is   to   be   disclosed,  submits  a  request  to   the   court,
          administrative agency or governmental body that any  portions  of
          the  Confidential Information that are identified  by  the  other
          party  receive  confidential  treatment  to  the  fullest  extent
          permitted under applicable law.


12.       INTELLECTUAL PROPERTY

12.01     Infotec acknowledges that CTEC, its vendors, and/or its licensors
  retain   all  Intellectual  Property  Rights  in  and  to  any   patents,
  copyrights,  trade marks, service marks, trade secrets, ideas,  concepts,
  techniques,  inventions, processes, or works of authorship comprising  or
  embodied  in  the  Products  or  Services,  the  Practice  Policies   and
  Procedures,  and  the  marketing  materials,  web  sites,  technical  and
  support materials for the CommGuard Brand (the Intellectual Property).

12.02      Infotec  may not reverse engineer, disassemble or decompile  the
  Products and Services.

12.03      Infotec  shall  not remove or destroy any trademark,  copyright,
  patent  or any other intellectual property notices on any of the Products
  and  Services,  materials, documentation or components  related  thereto.
  Neither  party shall acquire any rights of any kind in the other  party's
  trademarks, service marks, trade names, or product names.

12.04     Infotec may use the Intellectual Property, in compliance with the
  Practice  Policy and Procedures, in its activities related to  the  sale,
  service  and  support of the Products and Services within the  Territory,
  subject  however to CommGuard's right to firstly approve of any placement
  or   use   of   the  Intellectual  Property  by  Infotec  and   Infotec's
  acknowledgement that such use display or other activities related to  the
  Intellectual Property shall not provide Infotec with rights of  ownership
  or use other than as expressly set out herein.


13.       DISPUTE RESOLUTION

13.01      Except  in  respect  of a claim for breach  of  an  intellectual
  property right or a breach arising out of a duty of confidentiality,  any
  and  all  disputes or disagreements connected to this Agreement shall  be
  resolved firstly through negotiation between the parties and if, after  a
  period  of  thirty (30) days, no resolution has been reached,  thereafter
  by  mediation with a third party mutually agreed to by the parties.  Were
  after  a  period  of  mediation of sixty (60) days, a resolution  to  the
  dispute  has  not  been  concluded, then the  parties  shall  submit  the
  dispute  or  disagreement to arbitration under the rules of the  Province
  of  British  Columbia as may be established from time to time related  to
  arbitration and dispute resolution.


14.       GENERAL TERMS AND CONDITIONS

14.01      Assignment   Infotec acknowledges and agrees  that  it  may  not
  assign,  mortgage,  encumber,  sell or  otherwise  transfer,  dispose  or
  hypothecate   its  interest  or  interests  hereunder  to   others   (the
  Assignees) without the prior written consent of CTEC.

14.02      Currency   For  the  purposes of  this  Agreement,  all  amounts
  represented  herein  are   expressed in the functional  currency  of  the
  United  States  of  America  and all references  to  dollar  or  currency
  amounts shall be read as references to the currency of the United  States
  of America.

14.03      Headings   The headings are for convenience only,  and  are  not
  intended  to  be full or precise descriptions of the text to  which  they
  refer and shall not be considered part of this Agreement.

14.04     Notice  Notice to either of the parties may be made and shall  be
  deemed  delivered  and received when sent by first  class  mail  or  hand
  delivered  to each party at the address set forth above or to such  other
  address  or by some other means, as any party may provide Notice  to  all
  of the other parties hereto.

14.05      Nature  of  Relationship   The parties  to  this  Agreement  are
  independent  contractors.   This  Agreement  shall  not  create   or   be
  construed  as  creating a co-ownership, partnership, joint  venture,  or,
  except   as  expressly  set  out  herein,  agency  relationship   between
  CommGuard  and  Infotec. Except as expressly set out in  this  Agreement,
  neither  party  shall hold itself out as having any authority  to  incur,
  assume,  or  create,  orally or in writing any liability,  obligation  or
  undertaking of any kind in the name of, or on behalf of, or  in  any  way
  binding  upon, the other.  Each party hereto shall bear its own costs  in
  performing under this Agreement.

14.06      Force  Majeure   Except  for payment and  indemnity  obligations
  hereunder,  if  either of the parties becomes unable  to  carry  out  the
  whole  or  any  part  of  its obligations under this  Agreement  for  any
  reasons  beyond  its control including acts of God, acts of  governmental
  authorities,  strikes,  war,  riots or any other  cause  of  such  nature
  (Force  Majeure  Event), then the performance of the obligations  of  the
  affected  party  (the  Affected  Party)  shall  be  excused  during   the
  continuance of any inability so caused, but such inability shall, as  far
  as  possible,  be  remedied with all reasonable dispatch.   Either  party
  shall give immediate notice to the other party upon becoming aware of  an
  Event  of  Force Majeure.  If an Event of Force Majeure continues  for  a
  period  exceeding thirty (30) days or such other period  as  is  mutually
  agreed  to  by the parties, the other party may terminate this  Agreement
  immediately  by giving the Affected Party written notice of its  decision
  to do so.

14.07      Enurement  This Agreement shall enure to the benefit of  and  be
  binding  upon  the  parties  hereto and their respective  successors  and
  permitted assigns.

14.08     Entire Agreement  This Agreement constitutes the entire agreement
  between  the  parties hereto relating to the subject  matter  hereof  and
  supersedes  all  prior  and  contemporaneous agreements,  understandings,
  negotiations  and discussions, whether oral or written,  of  the  parties
  and  there  are  no  general or specific warranties,  representations  or
  other  agreements by or among the parties in connection with the entering
  into  of  this  Agreement  or  the  subject  matter  thereof  except   as
  specifically set forth herein.

14.09      Export  Law Compliance  Infotec agrees that it will not  import,
  export,  or  re-export, directly or indirectly, any commodity,  including
  any  Certificate, or software to any country in violation of the laws and
  regulations  of any applicable jurisdiction.  This restriction  expressly
  includes,  but  is not limited to, the export regulations of  the  United
  States  of  America.    Specifically,  Infotec  shall  not  download   or
  otherwise export or re-export any commodity or software:

       (a)  into  any  of  the  following  countries  or  to  nationals  or
  residents  of  any of the following countries: Cuba, Iran,  Iraq,  Libya,
  Sudan,  North  Korea,  or  Syria,  or any  other  country  where  use  or
  exporting of such software is prohibited under United States export  laws
  or regulations (Restricted Countries);

       (b)  to  anyone on the United States Treasury Department's  list  of
  Specially   Designated   Nationals  or   the   United   States   Commerce
  Department's Table of Denial Orders.

14.10      Jurisdiction   This  Agreement  shall  be  governed  by  and  in
  construed accordance with the laws of the Province of British Columbia.

14.11      Severability   If  any  provisions of this  Agreement  are  held
  unenforceable  or  invalid  by  a Court of  competent  jurisdiction,  the
  parties  hereto acknowledge and agree that the enforceability or validity
  of the remaining provisions shall not be affected thereby.

14.12      Survival   Notwithstanding any enquiry or investigation  by  the
  Purchaser,  the representation and warranties of the Vendor contained  in
  this   Agreement   shall  survive  its  closing   of   the   transactions
  contemplated by this Agreement and shall continue in full force  for  the
  benefit of the Purchaser thereafter.

The  provisions of Sections 4, 9 (with respect to fees and charges incurred
  as  of  the  effective date of termination) 7, 8, 10,  11  and  12  shall
  survive the termination of this Agreement.


14.13      Time  of  the  Essence  Time shall be of  the  essence  in  this
  Agreement.


IN  WITNESS WHEREOF THE PARTIES have hereunto set their hands and Corporate
  Seals,  duly  attested  to  be  the hands of  their  properly  authorized
  officers in their behalf on the day and year first above written.


Signed for on behalf of
COMMGUARD INC.
By its authorized signatory



Per:/s/ Bram Solloway
  Bram Solloway, President




Signed for on behalf of
INFOTEC BUSINESS SYSTEMS, INC.
By its authorized signatory



Per: /s/ Robert Danvers
  Robert Danvers, President



Signed for on behalf of
CTEC SECURITY SOLUTIONS INC.
By its authorized signatory



Per:   /s/ Bram Solloway
  Bram Solloway, President