EXHIBIT
(10 i)


 


Dated 5 August 2003 Version 1












 


 


F4I ICA LIMITED (1)


 


AND


 


COM-GUARD.COM INC.


 


 












LICENCE AGREEMENT












 


 


CMS Cameron McKenna


Mitre House


160 Aldersgate Street


London EC1A 4DD


 


T +44(0)20 7367 3000


F +44(0)20 7367 2000


 

















 


THIS AGREEMENT is
effective 5 August 2003


 


BETWEEN:-


 


(1)           F4i
ICA LIMITED, a company incorporated in England
under number 4165738 having its registered office at 6 South Bar Street,
Banbury Oxfordshire OX16 944, UK (“F4i”); and


 


(2)           COM-GUARD.com
INC,  a company incorporated in Nevada  , having its registered office at 2075 Corte
Del Nogal, Carlsbad CA 92009 USA (“the Licensee”)


 


RECITAL:


 


F4i has agreed
to grant the Licensee a non-exclusive licence to use certain software and
associated documentation upon the terms and conditions hereinafter contained.


 


NOW IT IS
HEREBY AGREED as follows:


 


1.             Definitions


 


1.1           In
this Agreement, unless the context otherwise requires, the following
expressions have the following meanings:


 


“Affiliate”:  means any company,
partnership or other entity which directly or indirectly Controls, is
Controlled by or is under common Control with either Party as a Subsidiary or
Holding Company;


 


“Agreement”:  means the terms and
conditions of this agreement including the Clauses and Schedules;


 


“Commencement Date”:  means the date of this
Agreement;


 


“Control”:  means the ownership of more
than 50% of the issued share capital or the legal power to direct or cause the
direction of the general management and policies of the Party in question;


 


“the Delivery Date”:  means the delivery date
specified in the Schedule or such extended date as may be granted pursuant to
Clause 25;


 


“Development Software”:  means the SDK software
package specified in the Schedule 2;


 


“End Users”:  means the employees or
users of the person who uses the services of the Licensee;


 


“F4i Software”:  means the Licensed
Programs and the Development Software;


 


“the Licence”:  means the licences granted
by F4i pursuant to Clause 2.1 and 2.3;


 

















 


“the Licence Fee”:  means the fee for the Licence
and the services to be provided under this Agreement as specified in Clause 3;


 


“the Licensed Programs”:  means Image Composition
Analysis (ICA) version 1.8 software computer programs of F4i for pornographic
image filtering;


 


“the Licensed Program Materials”  means the Licensed
Programs, the Program Documentation and the Media;


 


“the Media”:  means the media on
which the F4i Software is recorded as provided to the Licensee by F4i;


 


“the Permitted Purpose”: means the Use of the Licensed Programs for the purposes of
scanning electronic data traffic sent by End Users through the servers and PC’s
resident in End Users premises for pornographic image content;


 


“the Program
Documentation”:  means the documentation supplied to the Licensee by F4i for
aiding the use of the F4i Software;


 


“the Specification”:  means the specification of
the Licensed Programs, a copy of which is set out in the Schedule 1;


 


“Subsidiary or Holding
Company”: 
means that this term shall have the meaning ascribed to it by Section 736
of the Companies Act 1985;


 


“Initial Term”: means a period of two years from the Commencement Date;


 


“Use the Licensed
Programs”: 
means to use and sub-licence the use of the Licensed Programs in
accordance with the terms of this Agreement; and


 


“Use the Licensed Program
Materials”: 
means to Use the Licensed Programs, to read and possess the
Program Documentation in conjunction with the use of the Licensed Programs and
to possess the Media.


 


1.2           all
references to Clauses and Schedules are references to clauses and schedules to
this Agreement unless the context otherwise requires;


 


1.3           references
to statutory provisions shall, except where the context requires otherwise, be
construed as references to those provisions as respectively amended or
re-enacted or as their application is modified by other provisions (whether
before or after the date of this Agreement from time to time);


 


1.4           unless
the context otherwise requires, references to the singular include the plural
and vice versa, references to any gender include all other genders, and
references to “persons” shall include individuals, bodies corporate,
unincorporated associations, businesses and partnerships;


 


1.5           the
headings shall be ignored in construing this Agreement; and


 


1.6           references
to the words “includes” or “including” shall be construed without limitation to
the generality of the preceding words.


 

















 


2.             Products
and services to be provided


 


Subject to the
terms of this Agreement F4i hereby agrees to:


 


2.1           grant
to the Licensee a non-exclusive licence to Use the Licensed Program Materials
for the Permitted Purpose;


 


2.2           deliver
the Licensed Programs to the Licensee;


 


2.3           grant
the Licensee a non-exclusive, non-transferable, personal licence to use and
copy the Development Software for the purpose of developing, maintaining and
supporting the Licensed Programs;


 


2.4           provide
the Program Documentation to the Licensee;


 


2.5           provide
the other services hereinafter described;


 


upon the terms
and conditions hereinafter contained.


 


3.             Licence
Fee


 


3.1           COM-GUARD
INC shall be free to determine the price at which they license the ICA software
to their business customers subject to the minimum pricing matrix as set out in
the Pricing Schedule in the Appendix A.


 


3.2           In
addition it is agreed that Com-Guard Inc will on a non exclusive basis make
best efforts to secure profitable partnerships for F4i with other US based
companies. All approaches and subsequent negotiations are to be agreed prior,
and conducted with the full knowledge and participation, where applicable of
F4i. For the purposes of a pricing model for this business, it is proposed that
the accompanying Appendix A be applied. Such business as is secured by this
approach will be subject to the terms and conditions as specified in this
agreement. In the case of integration work being required by F4i, such work to
be priced and agreed between F4i, Com-Guard and the proposed partner, prior to
completion of the sale.


 


4.             Payment


 


4.1           The
Licence Fee shall be paid by the Licensee.


 


4.2           The
distribution partner undertakes to pay a licence fee to F4i in respect of any
End User Licence. Monies shall accrue on the date on which the relevant partner
Company invoices the Net Invoice Value in respect of such End User Licences,
and the partner company shall within fourteen (14) days of the end of each
Month submit to F4i an account setting out in reasonable detail the amount of
Licence Fee accruing during such Month and the calculation thereof (a “Monthly
Account”).


 


4.3           The
Licence Fee and any additional charges payable under this Agreement are
exclusive of Value Added Tax which shall be paid by the Licensee at the rate
and in the manner for the time being prescribed by law.


 

















 


4.4           Any
charges payable by the Licensee hereunder in addition to the Licence Fee shall be
paid within 30 days after the receipt by the Licensee of F4i’s invoice
therefore.


 


4.5           If any
sum payable under this Agreement is not paid within 7 days after the due date
then (without prejudice to F4i’s other rights and remedies) F4i reserves the
right to charge interest on such sum on a day to day basis (as well after as
before any judgment) from the date or last date for payment thereof to the date
of actual payment (both dates inclusive) at the rate of 3 per cent above the base
rate of Barclays Bank plc (or such other London clearing bank as F4i may
nominate) from time to time in force compounded quarterly. Such interest shall
be paid on demand by F4i.


 


4.6           The
Licensee shall throughout the duration of this Agreement:


 


4.6.1        keep
complete and accurate books and records of accounts relating to all End Users;
and


 


4.6.2        permit
F4i or an accountant appointed by F4i upon reasonable notice and not more than
once every six months to inspect and make and retain copies of the books and
records for the purposes of verifying any amount due under Clause 3.1.


 


4.7           F4i
shall bear the costs of any investigation as described in Clause 4.6 except
that in the event that the amount paid by the Licensee has understated the
Licence Fee properly due under this agreement for the relevant period by more
than five percent (5%) then the Licensee shall (in addition to making good such
shortfall together with the interest accruing thereto) refund F4i costs
incurred in undertaking such investigation.


 


5.             Delivery
and installation


 


On the Delivery Date F4i shall deliver the
F4i Software to the Licensee and will work with them to integrate the F4i
Software into the licensee’s software. The F4i Software shall consist of one
copy of the object code of the F4i Software in machine-readable form only, on
the storage media specified in the Schedule.


 


6.             Risk


 


Risk in the Media shall pass to the
Licensee on delivery. If any part of the Media shall thereafter be lost,
destroyed or damaged F4i shall at the request of the Licensee replace the same
promptly (embodying the relevant part of the Licensed Programs Development
Software) subject to the Licensee paying the cost of such replacement. F4i
shall not make any further or additional charge for such replacement.


 


7.             Warranty


 


7.1           F4i
warrants that the Licensed Programs will provide the facilities and functions
set out in the Specification.


 


7.2           If F4i
receives written notice from the Licensee after the Commencement Date of any
breach of the said warranty then F4i shall at its own expense and within a
reasonable time after receiving such notice remedy the defect or error in
question provided that F4i shall have no liability or obligations under the
said warranty unless it shall have received 


 

















 


written notice of the defect or error in
question no later than the expiry of 6 months after the Commencement Date.


 


7.3           The
said warranty shall be subject to the Licensee complying with its obligations
hereunder and to there having been made no alterations to the Licensed Programs
by any person other than F4i or a person authorised by F4i.  When notifying a defect or error the
Licensee shall (so far as it is able) provide F4i with a documented example of
such defect or error.


 


7.4           F4i
shall have no liability or obligations under the said warranty other than to
remedy breaches thereof by the provision of materials and services within a
reasonable time and without charge to the Licensee.  If F4i shall fail to comply with such obligations its liability
for such failure shall be limited to a sum equal to the Licence Fee. The
foregoing states the entire liability of F4i, whether in contract or tort, for
defects and errors in the Licensed Program Materials which are notified to F4i.


 


7.5           The
Licensee acknowledges that the Licensed Programs have not been prepared to meet
the Licensee’s individual requirements and that it is therefore the
responsibility of the Licensee to ensure that the facilities and functions
described in the Specification meet its requirements. F4i shall not be liable
for any failure of the Licensed Programs to provide any facility or function
not specified in the Specification.


 


8.             Licence


 


8.1           The
Licensee shall only Use the Licensed Program Materials for the Permitted
Purpose and shall not use the Development Software other than as permitted in
accordance with Clause 2.3 and the Licensee shall not otherwise permit any
third party to use the Licensed Program Materials or Development Software nor
use the Licensed Program Materials or Development Software on behalf of or for
the benefit of any third party in any way whatever.


 


8.2           The
Licence shall not be deemed to extend to any other programs or materials of F4i
other than the Licensed Program Materials and Development Software unless
specifically agreed to in writing by F4i.


 


8.3           The
Licensee hereby acknowledges that it is licensed to use the Licensed Program
Materials and Development Software only in accordance with the express terms of
this Agreement and not further or otherwise.


 


9.             Duration
of Licence


 


9.1           The
Licence shall commence on the Commencement Date and shall continue for the
Initial two year Term unless terminated earlier in accordance with Clause 20
and thereafter shall continue for successive periods of twelve (12) months
unless and until terminated by either party on not less than 90 days notice
prior to the expiry of the Initial Term or subsequent twelve (12) month period
or as otherwise provided in this Agreement.


 

















 


10.          Proprietary
rights


 


10.1         The F4i
Software and the copyright and other intellectual property rights of whatever
nature in the F4i Software, which are owned by F4i, are and shall remain the
property of F4i and F4i reserves the right to grant licences to use the F4i
Software to third parties.


 


10.2         The
Licensee shall notify F4i immediately if the Licensee becomes aware of any
unauthorised use of the whole or any part of the F4i Software by any person.


 


10.3         The
Licensee will permit F4i to check the use of the F4i Software by the Licensee
at all reasonable times and for that purpose F4i shall be entitled to enter any
of the Licensee’s premises (and so that the Licensee hereby irrevocably
licenses F4i, its employees and agents to enter any such premises for such
purpose).


 


11.          Technical
Support


 


11.1         F4i
shall provide the following assistance in respect of Use of the Licensed
Programs:


 


11.1.1      advice by
telephone on the Use of the Licensed Programs;


 


11.1.2      information
and advice by telephone on forthcoming upgrades of the Licensed Programs;


 


11.1.3      upgrades to
ICA versions 1.8 and 2.0; and


 


11.1.4      upon
request by the Licensee the diagnosis of faults in the Licensed Programs and
the rectification of such faults remotely by the issue of fixes in respect of
the Licensed Programs and the making of all necessary consequential amendments
(if any) to the Program Documentation.


 


11.2         Licensee
shall only use the current release of the Licensed Programs.


 


12.          Intellectual
property rights indemnity


 


12.1         F4i
shall indemnify the Licensee against any claim that the normal use or
possession of the F4i Software infringes the intellectual property rights of
any third party provided that F4i is given immediate and complete control of
such claim, that the Licensee does not prejudice F4i’s defence of such claim,
that the Licensee gives F4i all reasonable assistance with such claim and that the
claim does not arise as a result of the use of the F4i Software in combination
with any equipment (other than the Equipment) or programs not supplied or
approved by F4i.


 


12.2         Licensee
shall promptly notify F4i of any claim, demand or action for infringement or
alleged infringement of any intellectual property rights of any third party and
F4i shall have the right to either:


 


12.2.1         procure
the right for the Licensee to continue to Use the F4i Software;


 


12.2.2         make
such alterations, modifications, or adjustments to the F4i Software so that
they become non-infringing without incurring a material change to the
specification; or


 

















 


12.2.3         replace
the F4i Software (or relevant part thereof) with non-infringing substitutes
provided that such substitutes materially conform to the specification.


 


12.3         If F4i
is not able to exercise any of the options set out in Clauses 12.2.1 - 12.2.3
above within 14 days of the date it receives notice of intellectual property
infringement then the Licensee shall be entitled to terminate this Agreement.


 


12.4         The
foregoing states the entire liability of F4i to the Licensee in respect of the
infringement of the intellectual property rights of any third party.


 


13.          Confidentiality
of Licensed Program Materials


 


13.1         The
Licensee undertakes to treat as confidential and keep secret all information
contained or embodied in the F4i Software , Program Documentation, Pricing and
the Specification and all information conveyed to the Licensee by training
(hereinafter collectively referred to as ‘the Information’)


 


13.2         The
Licensee shall not without the prior written consent of F4i divulge any part of
the Information to any person except:


 


13.2.1         the
Licensee’s own employees and then only to those employees who need to know the
same;


 


13.2.2         the
Licensee’s auditors, Tax Authorities, HM Inspector of Taxes, HM Customs &
Excise and any other persons or bodies having a right duty or obligation to
know the business of the Licensee and then only in pursuance of such right duty
or obligation;


 


13.2.3         any
person who is from time to time appointed by the Licensee to maintain any
equipment on which the Licensed Programs are being used (in accordance with the
terms of the Licence) and then only to the extent necessary to enable such
person properly to maintain such equipment.


 


13.3         The
Licensee undertakes to ensure that the persons and bodies mentioned in Clauses
13.2 are made aware prior to the disclosure of any part of the Information that
the same is confidential and that they owe a duty of confidence to F4i. The
Licensee shall indemnify F4i against any loss or damage which F4i may sustain
or incur as a result of the Licensee failing to comply with such undertaking


 


13.4         The
Licensee shall promptly notify F4i if it becomes aware of any breach of confidence
by any person to whom the Licensee divulges all or any part of the Information
and shall give F4i all reasonable assistance in connection with any proceedings
which F4i may institute against such person for breach of confidence.


 


13.5         F4i
shall treat as confidential all information supplied by the Licensee under this
Agreement which is designated as confidential by the Licensee or which is by
its nature clearly confidential provided that this Clause 13.5 shall not extend
to any information which was rightfully in the possession of F4i prior to the
commencement of the negotiations leading to this Agreement or which is already
public knowledge or becomes so at a future date (otherwise than as a result of
a breach of this Clause). F4i shall not divulge any confidential information to
any person except to its own employees and then 


 

















 


only to those employees who need to know
the same. F4i shall ensure that its employees are aware of and comply with the
provisions of this Clause.


 


13.6         The
foregoing obligations as to confidentiality shall remain in full force and
effect notwithstanding any termination of the Licence or this Agreement.


 


14.          Copying


 


14.1         The
Licensee may make only so many copies of the F4i Software as are reasonably
necessary for operational security and use. Such copies and the media on which
they are stored shall be the property of F4i and the Licensee shall ensure that
all such copies bear F4i’s proprietary notices. The Licence shall apply to all
such copies as it applies to the F4i Software.


 


14.2         No
copies may be made of the Program Documentation without the prior written
consent of F4i.


 


15.          Security
and control


 


The Licensee shall during the continuance
of the Licence:


 


15.1         effect
and maintain adequate security measures to safeguard the Licensed Program
Materials and Development Software from access or use by any unauthorised
person;


 


15.2         retain
the Licensed Program Materials and the Development Software and all copies
thereof under the Licensee’s effective control;


 


15.3         maintain
a full and accurate record of the Licensee’s copying and disclosure of the
Licensed Program Materials and Development Software and shall produce such
record to F4i on request from time to time.


 


16.          Alterations


 


16.1         Licensee
may modify the Licensed Programs at its own expense and responsibility.  Licensee shall indemnify F4i against any
claim that such modifications infringe the intellectual property rights of any
third party.


 


16.2         The
copyright and other intellectual property rights of whatever nature in such
modifications shall vest in F4i and Licensee shall ensure that all such
modifications bear F4i’s proprietary notice. 
Licensee hereby assigns (by way of future assignment) all such rights to
F4i.  Licensee shall be entitled without
further charge to use such modifications upon the same terms and conditions as
the Licensed Programs but not further or otherwise.  The Licence shall be extended accordingly.


 


16.3         The
Licensee shall promptly notify F4i of all such modifications and shall supply
to F4i without charge copies of all documentation relating to such
modifications including specifications and source codes.


 


16.4         The
Licensee may combine, at its own expense and responsibility, the Licensed
Programs with other programs to form a combined work. Any of the Licensed
Programs included in 


 

















 


the combined work shall continue to be
subject to the terms and conditions contained herein.  Where such other programs are the property of a third party the
Licensee shall be responsible for obtaining all necessary consents to their use
with the Licensed Programs.  Licensee
shall indemnify F4i against any claim that the use of the Licensed Programs in
combination with such other programs infringes the intellectual property rights
of any third party.  Upon termination of
the Licence the Licensee shall completely remove the Licensed Programs from
such combined work before returning or destroying it together with the
Development Software in accordance with Clause 22.2.


 


16.5         F4i
shall not be responsible for any error in the Licensed Programs or failure of
the Licensed Programs to fulfil the Specification insofar as such error or
failure occurs in or is caused by any part of the Licensed Programs being
modified or combined by the Licensee as aforesaid.


 


17.          Marketing


 


17.1         The
Licensee will use its best efforts to actively and properly market and promote
the use of the Licensed Programs.  Such
efforts shall include promotion through the Licensee’s press releases,
brochures, catalogues, website(s), and other appropriate advertising and
marketing media calculated to increase the use of the Licensed Programs by the
End Users.


 


17.2         The
Licensee shall keep F4i fully informed of the conditions of the marketplace
relating to the use of the Licensed Programs and shall promptly inform F4i of
any facts or opinions of which it becomes aware which are likely to be relevant
in relation to the commercial exploitation of the Licensed Programs by the
Licensee.


 


17.3         The
Licensee shall provide F4i with a tentative projection of the quantity of
customers that the Licensee reasonably expects to become End Users, which
projection shall be in the form of a report.


 


17.4         The
Licensee warrants that it currently has and shall maintain an adequate level of
staff consistent with the market expectations and shall ensure that its staff
are properly trained in accordance with the recommendations of F4i.  The Licensee shall make available adequate
demonstration libraries, equipment and facilities for the marketing of the
Licensed Programs.


 


17.5         The
Licensee shall ensure that in any marketing or promotion of the Licensed
Programs or other press relations relating to it, F4i is mentioned as being the
developer of the pornographic image composition analysis software.


 


17.6         The
Licensee shall ensure that in any marketing or promotion of the Licensed
Programs or other press relations relating to it, F4i is mentioned as being the
developer of the pornographic image composition analysis software.


 


18.          Announcements


 


18.1 Any public
announcement, communication, circular or other publicity concerning the
transactions referred to in this Agreement shall be made or despatched at any
time by either party with the consent of the other party.


 

















 


19.          Operating
manuals


 


F4i shall provide the Licensee with 2
copies of a set of operating manuals for the Licensed Programs containing
sufficient information to enable proper use of all the facilities and functions
set out in the Specification. If the Licensee requires further copies of such
operating manuals then these may be obtained under licence from F4i in
accordance with its standard scale of charges from time to time in force.


 


20.          Training


 


20.1         F4i
undertakes to provide basic training in the use of the Licensed Programs and
Development Software for the staff of the Licensee.


 


20.2         Any
additional training required by the Licensee shall be provided by F4i in
accordance with its standard scale of charges from time to time in force.


 


21.          Limitation
of Liability


 


21.1         The
following provisions set out the exclusions and limitations of liability of F4i
(including its employees, agents and sub-contractors) to the Licensee in
respect of:


 


21.1.1      any breach
of this Agreement;


 


21.1.2      any
representation, statement or tortuous act or omission including, but not
limited to negligence arising under or in connection with the Agreement; and


 


The Licensee shall not have any other claim
(without prejudice to the generality of the foregoing) in respect of contract,
negligence or other common law or statutory tortious liability or otherwise and
all other rights and remedies outside the provisions of the Agreement that
would otherwise be available to the Licensee are hereby excluded to the maximum
extent permitted by law.


 


21.2         Nothing
in the Agreement shall be taken to exclude or limit any party’s liability for
death or personal injury caused by negligence or any liability for fraudulent
misrepresentation or the tort of deceit.


 


21.3         Except
as otherwise expressly provided in the Agreement, all warranties, conditions
and other terms implied by statute or common law, custom, trade usage course of
dealing or otherwise are, to the fullest extent permitted by law, excluded from
the Agreement.


 


21.4         Subject
to Clause 21.2, F4i shall not be liable for:


 


21.4.1      loss of
revenue, loss of business, loss of profits; loss of sales or turnover; loss of
or damage to reputation; loss of production; loss of anticipated savings; loss
of goodwill or business opportunities; loss of customers; loss of, or loss of
use of, any software or data; loss under or in relation to any other contract;
and


 


21.4.2      any sort of
consequential, special or indirect loss or damage, costs, expenses or other
claims for consequential compensation whatsoever (howsoever caused);


 


which arise
out of or in connection with the Agreement.


 

















 


21.5         Subject
to Clause 21.2, F4i’s total liability in contract, tort (including negligence),
breach of statutory duty, misrepresentation or otherwise, arising under or in
connection with the Agreement shall not exceed an amount equal to the amount of
the Licence Fee F4i has received from the Licensee in the 12 months  proceeding
such liability  regardless of the number of events giving rise to the
liability.


 


22.          Termination


 


22.1         F4i may
terminate the Licence forthwith on giving notice in writing to the Licensee if:


 


22.1.1      the
Licensee commits any material breach of any term of this Agreement and (in the
case of a breach capable of being remedied) shall have failed, within 30 days
after the receipt of a request in writing from F4i so to do, to remedy the
breach (such request to contain a warning of F4i’s intention to terminate); or


 


22.1.2      the
Licensee permanently discontinues the use of the Licensed Program Materials.


 


22.2         Either
party may terminate this Agreement if the other party shall have a receiver or
administrative receiver appointed of it or over any part of its undertaking or
assets or shall pass a resolution for winding up (otherwise than for the
purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a
court of competent jurisdiction shall make an order to that effect or if that
party enters into any voluntary arrangement with its creditors or shall become
subject to an administration order or shall cease to carry on business.


 


22.3         Save as
expressly provided in Clause 22.1 or 22.2 or elsewhere in this Agreement the
Licence may not be terminated.


 


22.4         Forthwith
upon the termination of the Licence the Licensee shall return to F4i the
Licensed Program Materials and Development Software [including any
modifications thereof made by the Licensee] and all copies of the whole or any
part thereof or, if requested by F4i, shall destroy the same (in the case of
the Licensed Programs and Development Software by erasing them from the
magnetic media on which they are stored) and certify in writing to F4i that
they have been destroyed. The Licensee shall also cause the Licensed Programs
and Development Software to be erased from the Equipment and shall certify to
F4i that the same has been done.


 


22.5         Any
termination of the Licence or this Agreement (howsoever occasioned) shall not
affect any accrued rights or liabilities of either party nor shall it affect
the coming into force or the continuance in force of any provision hereof which
is expressly or by implication intended to come into or continue in force on or
after such termination.


 


23.          Assignment


 


23.1         The
Licensee shall not be entitled to assign, sub-license, sub-contract or
otherwise transfer the Licence or this Agreement whether in whole or in part.


 


23.2         F4i
shall be permitted to assign the whole or any part of the benefit of this
Agreement to an Affiliate.


 

















 


Each party shall be excused non-performance
or late performance of its obligations under this Agreement (and the other
party shall have no right or remedy in respect thereof) to the extent the same
is caused by any circumstances beyond the reasonable control of such party,
including without limitation, acts of God, floods, fires, exceptionally
inclement weather conditions and natural disasters, strikes, lockouts and other
industrial action (other than by the affected party’s employees), failure of
power, water and other supplies and failures of telecommunications services or
other means of communication.


 


24.          Waiver
of remedies


 


No forbearance, delay or indulgence by
either party in enforcing the provisions of this Agreement shall prejudice or
restrict the rights of that party nor shall any waiver of its rights operate as
a waiver of any subsequent breach and no right, power or remedy herein
conferred upon or reserved for either party is exclusive of any other right,
power or remedy available to that party and each such right, power or remedy
shall be cumulative


 


25.          Entire
agreement


 


This Agreement supersedes all prior
agreements, arrangements and understandings between the parties and constitutes
the entire agreement between the parties relating to the subject matter hereof.
No addition to or modification of any provision of this Agreement shall be
binding upon the parties unless made by a written instrument signed by a duly
authorised representative of each of the parties.


 


26.          Notices


 


26.1         Any
notice or warning affecting this Agreement and any invoices (together,
“Notices”) will unless otherwise specifically provided in this Agreement be in
writing signed by or on behalf of the party giving it and may be served by hand
delivery during normal office hours at, or sending it by fax, prepaid recorded
delivery or registered post to the address and for the attention of the
relevant party as set out in Clause 24.


 


26.2         Proof of
posting or dispatch of any Notice will be deemed to be proof of receipt:


 


(a)           in the
case of a fax, the business day after dispatch; and


 


(b)           in the
case of recorded delivery or registered post, 48 hours from the date of
posting.


 


26.3         The
addresses of the parties for the purposes of Clause 24.1 are as follows:


 


(a)           if
F4i, to:


 


Mathew Gilliat-Smith


F4i ICA Limited


4 South Bar Street


Banbury


Oxfordshire OX16 944

UK


 


Fax:         00
44 1295 262682


 

















 


(b)           if to
Licensee COM-GUARD INC


2075 Corte Del Nogal


Carlsbad CA, 92009

USA


Fax 760-431-7999


 


or such other person or address as the
relevant party may from time to time notify in writing to the other party on no
less that five business day’s notice.


 


26.4         Revocation
of Notices will be effected in the same manner as the Notices themselves.


 


27.          Law


 


This Agreement
shall be governed by and construed in accordance with the laws of England.


 


28.          Disputes


 


Any dispute
which may arise between the parties concerning this Agreement shall be
determined by the English Courts and the parties hereby submit to the exclusive
jurisdiction of the English Courts for such purpose.


 


29.          Severability


 


Notwithstanding
that the whole or any part of any provision of this Agreement may prove to be
illegal or unenforceable the other provisions of this Agreement and the
remainder of the provision in question shall remain in full force and effect.


 


30.          Third
Party Rights


 


Nothing in
this Agreement shall confer on any third party any right to enforce any term of
this Agreement under the Contract (Rights of Third Parties) Act 1999.


 


THIS AGREEMENT
HAS BEEN DULY EXECUTED THE DAY AND YEAR FIRST BEFORE WRITTEN:


 


SIGNED for and
on behalf of


F4i ICA LIMITED


 


By


 


Signature


 


 


SIGNED for and
on behalf of


COM-GUARD INC


 


By


 


Signature