**(a)**U.S. Patent No. 6,172,884 entitled “Small Form Factor Power Supply for PoweringElectronics Appliances,” issued January 9, 2001 (the “884 Patent”);          **(b)**U.S. Patent No. 6,091,611 entitled “Connectors Adapted for Controlling a Small Form FactorSupply,” issued July 18, 2001 (the “611 Patent”);          **(c)**U.S. Patent No. 5,838,554 entitled “Small Form Factor Power Supply for PoweringElectronics Appliances,” issued November 17, 1998 (the “554 Patent”);          **(d)**U.S. Patent Application No. 10/277,116 filed October 21, 2002, published as PatentApplication Pub. No. US 2003/0042881 A1 on March 6, 2003, and entitled “Programmable Power Supply”(the “116 Application”);          **(e)**Any foreign national patents that issue from PCT Application No. WO2001US10660 filed April2, 2001, published on October 11, 2001 as Publication No. WO20011760512, (the “PCT Application”);and          **(f)**EPO Application No. 01926559.4, Publication No. 1273093 (the “EPO Application”) (the 884Patent, the 611 Patent, the 554 Patent, the 116 Application, the PCT Application and the EPOApplication are collectively referred to as the “Comarco Patents”).     **2.8**Mobility is the owner of:          **(a)**U.S. Patent No. 5,347,211 entitled “Selectable Output Power Converter,” issued September13, 1994 (the “211 Patent”);          **(b)**U.S. Patent No. 6,433,274 entitled “Power Converter Device,” issued August 13, 2002 (the“274 Patent”);          **(c)**U.S. Patent Application No. 10/159,910 filed May 31, 2002, published as Patent ApplicationPublication Pub. No. US 2003/0081439 A1 on May 1, 2003, and entitled “Dual Input AC/DC/BatteryOperated Power Supply” (the “910 Application”);          **(d)**U.S. Patent Application No. 10/005,961 filed December 3, 2001, published as PatentApplication Publication Pub. No. US 2003/0103366 A1 on June 5, 2003, and entitled “Dual Input AC/DCto Programmable DC Output Converter” (the “961 Application”); and          **(e)**U.S. Patent Application No. 10/225,933 filed August 22, 2002, published as PatentApplication Publication Pub. No. US 2003/0080263 A1 on May 1, 2003, and entitled “Dual Input AC andDC Power Supply Having a Programmable DC Output Utilizing Single-Loop Optical Feedback” (the “933Application”) (the 211 Patent, the 274 Patent, the 910 Application, the 961 Application, and the933 Application are collectively referred to as the “Mobility Patents”).     **2.9**While denying liability and acting solely for the purposes of compromising and settlingthe Litigation, and in order to avoid the risk, cost, and burden of litigation and participationtherein, the Parties desire to compromise, settle and release claims against one another to theextent provided for herein.**3. CONSIDERATION.**     In consideration for the Parties’ agreement to release each other, as set forth herein, andthe other promises contained herein, the Parties agree as follows:     **3.1**Comarco hereby grants to Mobility a non-exclusive, perpetual, royalty-free, worldwidelicense (without the right to sublicense) to make, have made, to offer to sell and sell (and tohave offered for sale and have sold) to import (and have imported) to distribute (and havedistributed) and to use any product which would, without this license, infringe or contribute to orinduce the infringement of any claim of the following patents, either literally or under thedoctrine of equivalents: (a) the Comarco Patents; (b) all continuations, continuations-in-part,continued prosecution, request for continued examination, divisional, reexamination and reissueapplications of and patents
 

 
issuing from the Comarco Patents and from the applications that issued as the Comarco Patents; (c)all patents and patent applications claiming priority from, or from which priority is claimed by,the Comarco Patents and/or that which is described in (b) above; (d) any foreign counterparts orequivalents to any of the foregoing; and (e) any other current and future patents having claimsreciting, but only as to the specific claims that recite, either directly or by virtue of claimdependency, at least one of the following (i) the combining of AC to DC and DC to DC powerconversion in a single power adapter, and/or (ii) programming of a power adapter using circuitry(including without limitation one or more resistors) in a connector of any type (including withoutlimitation a tip), detachable from a cable coupled to the power adapter, and/or (iii) substantiallysimultaneous charging of at least two devices with a single power adapter (all the foregoing arecollectively referred to as “Licensed Comarco Patents”). Notwithstanding the foregoing, the term“Licensed Comarco Patents” does not include, and Comarco does not grant any license under thisSection 3.1 as to, any patent claims reciting a small form factor power supply or adapter thatutilizes planer magnetics integrated into a circuit board. The licenses granted in this Section 3.1shall run with title to each of the Licensed Comarco Patents, and shall bind any assignee or otherperson to whom any such Licensed Comarco Patents or any interest therein may be conveyed.     **3.2**Mobility hereby grants to Comarco a non-exclusive, perpetual, royalty-free, worldwidelicense (without the right to sublicense) to make, have made, to offer to sell and sell (and tohave offered for sale and have sold) to import (and have imported) to distribute (and havedistributed) and to use any product which would, without this license, infringe or contribute to orinduce the infringement of any claim of the following patents, either literally or under thedoctrine of equivalents: (a) the Mobility Patents; (b) all continuations, continuations-in-part,continued prosecution, request for continued examination, divisional, reexamination and reissueapplications of and patents issuing from the Mobility Patents and from the applications that issuedas the Mobility Patents; (c) all patents and patent applications claiming priority from, or fromwhich priority is claimed by, the Mobility Patents and/or that which is described in (b) above; (d)any foreign counterparts or equivalents to any of the foregoing; and (e) any other current andfuture patents having claims reciting, but only as to the specific claims that recite, eitherdirectly or by virtue of claim dependency, at least one of the following (i) the combining of AC toDC and DC to DC power conversion in a single power adapter, and/or (ii) programming of a poweradapter using circuitry (including without limitation one or more resistors) in a connector of anytype (including without limitation a tip), detachable from a cable coupled to the power adapter,and/or (iii) substantially simultaneous charging of at least two devices with a single poweradapter (all the foregoing are collectively referred to as “Licensed Mobility Patents”).Notwithstanding the foregoing, the term “Licensed Mobility Patents” does not include, and Mobilitydoes not grant any license under this Section 3.2 as to, any patent claims contained in the 274Patent other than patent claims 6, 9 and 13. The licenses granted in this Section 3.2 shall runwith title to each of the Licensed Mobility Patents, and shall bind any assignee or other person towhom any such Licensed Mobility Patents or any interest therein may be conveyed.     **3.3**The Parties agree they will not challenge, or cause or encourage any third party tochallenge, or assist or aid or abet any third party in challenging, the validity or enforceabilityof any of the currently issued Comarco Patents or Mobility Patents, in any action or proceeding,including without limitation proceedings in any court or before any patent office.     **3.4**The Parties each agree that it will not seek its court costs, attorneys’ fees or expensesincurred in or relating to the Litigation from any other Party. All Parties agree that no Partyshall be liable to any other Party for the payment of any sum of money relating to the Litigationfor any reason.     **3.5**Comarco and Mobility agree to each issue separately a mutually agreed upon press releaseannouncing the settlement of the Litigation. Comarco and Mobility will use their respectivecommercially reasonable best efforts to reach agreement on the press release by close of businesson Monday, July 14, 2003. Other than the issued agreed press release, the Parties agree to keep theterms of and all copies of this settlement confidential and to not disclose same to any thirdperson or party, except: (a) with the prior written consent of all other Parties, *provided however*in such a case Mobility shall be entitled to provide consent for itself and Xtend and iGo; or (b)to any governmental body or judicial entity having jurisdiction and calling therefor; or (c) inresponse to a discovery request or subpoena in a litigation; or (d) as otherwise may be required bylaw and the rules or regulations pertaining to such laws, including but not limited to, the U.S.Securities and Exchange Commission; or (e) to auditors or accountants for the Parties having a needto review such information; or (f) to legal counsel representing the Party. In the case of (c),however, the Parties agree they will not disclose the terms of this settlement nor a copy of thisAgreement without providing written notice of the request for same to all Parties so
 

 
that any Party may object to the disclosure of the information sought or the production of theAgreement and have a reasonable opportunity to seek appropriate relief from a court of competentjurisdiction.**4. RELEASE.**     **4.1**Except for the rights and obligations created by this Agreement, in consideration for thecommitment of Targus and Comarco to the various arrangements described in this Agreement, and inlieu of other benefits, Mobility, Xtend, iGo and Hipro, on behalf of themselves and theirrespective heirs, executors, successors, assigns, and agents, (the “Mobility Parties”) irrevocablyand unconditionally release and discharge (i) Targus and Comarco; (ii) their respective past,present and future owners, shareholders, parents, subsidiaries, successors, assigns, divisions,units, officers, directors, employees, agents, attorneys, and representatives; (iii) theirrespective past, present and future vendors, suppliers, manufacturers, distributors, customers, andend users; and (iv) and any other entity associated in any way with the making, assembly, using,distribution, maintenance, selling, offering for sale, repair, reconstruction, and/or importing ofany products, from and against any and all claims, counterclaims, demands, causes of action,damages, losses, debts, obligations, suits, costs, expenses, fees (including, but not limited to,attorneys’ fees and expert witness fees), and liabilities of any kind whatsoever, upon any legal orequitable theory of any jurisdiction, whether contractual, tortious, common law, statutory,federal, state, local, or otherwise, in the United States and throughout the world, whether knownor unknown, which they have or may have had since the beginning of time, arising out of or relatingto the Mobility Patents, or any facts, events or conduct that was actually alleged, or that mayhave been alleged, in the Litigation including, but not limited to, the alleged infringement of anyclaim in the Mobility Patents. This release does not release any third parties for their conductthat is unrelated to Targus or Comarco or to products made by or for, sold or offered for sale byTargus or Comarco. Notwithstanding the foregoing or any other provision of this Agreement, nothingin this Agreement shall effect a release by the Mobility Parties of Targus for any claims anyMobility Party may have or hereafter have against Targus which claims do not arise out of theComarco Patents (including, without limitation, any such claims arising out of the Private Labeland Manufacturing Agreement between Targus and Electronic Accessory Specialists International, Inc.(dba Mobility Electronics) dated May 11, 1998).     **4.2**Except for the rights and obligations created by this Agreement, in consideration for thecommitment of Mobility, Xtend, iGo and Hipro to the various arrangements described in thisAgreement, and in lieu of other benefits, Targus and Comarco, on behalf of themselves and theirrespective heirs, executors, successors, assigns, and agents, irrevocably and unconditionallyrelease and discharge (i) Mobility, Xtend, iGo and Hipro; (ii) their respective past, present andfuture owners, shareholders, parents, subsidiaries, successors, assigns, divisions, units,officers, directors, employees, agents, attorneys, and representatives; (iii) their respectivepast, present and future vendors, suppliers, manufacturers, distributors, customers, and end users;and (iv) and any other entity associated in any way with the making, assembly, using, distribution,maintenance, selling, offering for sale, repair, reconstruction, and/or importing of any products,from and against any and all claims, counterclaims, demands, causes of action, damages, losses,debts, obligations, suits, costs, expenses, fees (including, but not limited to, attorneys’ feesand expert witness fees), and liabilities of any kind whatsoever, upon any legal or equitabletheory of any jurisdiction, whether contractual, tortious, common law, statutory, federal, state,local, or otherwise, in the United States and throughout the world, whether known or unknown, whichthey have or may have had since the beginning of time, arising out of or relating to the ComarcoPatents, or any facts, events or conduct that was actually alleged, or that may have been alleged,in the Litigation including, but not limited to, the alleged infringement of any claim in theComarco Patents. This release does not release any third parties for their conduct that isunrelated to Mobility, Xtend, iGo and Hipro or to products made by or for, sold or offered for saleby Mobility, Xtend, iGo and Hipro. Notwithstanding the foregoing or any other provision of thisAgreement, nothing in this Agreement shall effect a release by Targus of any Mobility Party for anyclaims Targus may have or hereafter have against the Mobility Parties which claims do not arise outof the Comarco Patents (including, without limitation, any such claims arising out of the PrivateLabel and Manufacturing Agreement between Targus and Electronic Accessory SpecialistsInternational, Inc. (dba Mobility Electronics) dated May 11, 1998).     **4.3**If any person or entity that is not a signatory to this Agreement but is otherwise abeneficiary of a release set forth in Section 4.1 or 4.2 above (a “Beneficiary”) files a lawsuitagainst the person or entity (including a signatory hereto) that gave the release to suchBeneficiary (the “Releasing Party”) asserting a claim against the Releasing Party that has beenreleased as against the Releasing Party in Section 4.1 or 4.2 above (as the case may be), then therelease by such Releasing Party set forth in Section 4.1 or 4.2 (as the case may be) shall be nulland
 

 
void and of no further force or effect as to, and only as to, such Beneficiary unless theBeneficiary dismisses the asserted claim from the lawsuit within thirty (30) days of theBeneficiary and all other Parties to this Agreement receiving written notice from the ReleasingParty that the claim asserted by the Beneficiary has been released and demanding that the claim bedismissed.     **4.4**The Parties acknowledge that they understand the significance and potential consequencesof their releases of unknown claims. The Parties intend that the claims released by them under thisAgreement be construed as broadly as possible and agree that they waive and relinquish all rightsand benefits they may have under Section 1542 of the Civil Code of the State of California, or anysimilar statute or law of any other jurisdiction. Section 1542 reads as follows: “A GENERAL RELEASEDOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THETIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENTWITH THE DEBTOR.”     **4.5**Notwithstanding Sections 3.4 or 4.2 or any other provision of this Agreement, thisAgreement shall have no effect on any other agreements or contracts between Comarco and Targus.**5. DENIAL OF LIABILITY.**     The Parties further agree that liability for the claims which are the subject matter of theLitigation has been expressly denied by all Parties and that this Agreement shall not be construed,and is not intended to be construed, by the Parties as an admission of liability. This Agreement isa compromise, resolution and settlement of the claims released above in Article 4, which aredisputed, in order to avoid the uncertainty, time, trouble and expense of litigation. No promise orinducement has been offered except as set forth herein. This Agreement is executed without relianceupon any oral, written, express or implied representations, statements, promises, warranties orother inducement of any nature or sort made by any person or party hereto other than as isexpressly set forth herein.**6. OWNERSHIP AND AUTHORITY.**     The Parties separately represent and warrant that each (i) is the sole owner of each and everyclaim, cause of action, right and chose in action compromised, settled, or released pursuant tothis Agreement and it has not previously assigned, sold, transferred, conveyed, or encumbered same;and (ii) has the full right, power and authority to enter into and execute this Agreement. Mobilityfurther represents and warrants that no third party, including without limitation any prior ownerof rights in the 211 Patent and the 274 patent, has any present rights in the 211 Patent or the 274Patent, including without limitation, the right to sue for or otherwise assert a claim forinfringement of the 211 Patent or the 274 Patent, or entitlement to any damages for allegedinfringement, past, present, or future, of the 211 Patent or the 274 Patent. Comarco furtherrepresents and warrants that no third party, has any present rights in the 884 Patent, the 611Patent and the 554 Patent, including without limitation, the right to sue for or otherwise assert aclaim for infringement of the 884 Patent, the 611 Patent or the 554 Patent or entitlement to anydamages for alleged infringement, past, present, or future, of the 884 Patent, the 611 Patent andthe 554 Patent.**7. RESOLUTION OF THE LITIGATION.**     The Parties shall, through counsel, immediately execute an agreed order of dismissal withprejudice in the form attached hereto as Exhibit 1. The original order shall be promptly deliveredto counsel for Mobility for submission to the Court for signature, entry and filing and may beaccompanied by, as appropriate, an agreed motion to dismiss.**8. APPLICABLE LAW.**     This Agreement shall be governed by, construed and enforced in accordance with the laws of theState of Arizona.**9. OTHER PROVISIONS.**
 

 
     **9.1**It is further expressly agreed and understood that this document sets forth the entireconsideration for this Agreement and that said consideration for this Agreement is contractual andnot a mere recital. All agreements and understandings between the Parties are embodied andexpressed herein. There are no unwritten oral agreements between the Parties.     **9.2**This Agreement shall inure to the benefit of, and shall be binding upon, the Parties andtheir respective heirs, executors, administrators, trustees, successors, assigns, and all Partiesin privity with or claiming under them.     **9.3**This Agreement embodies, merges and integrates all prior and current agreements andunderstandings of the Parties with respect to the subject matter hereof, and may not be clarified,modified, changed or amended except in writing signed by each and every one of the signatorieshereto or their other authorized representatives; *provided, however,*nothing in this Agreement isintended to, or shall be construed as, requiring Mobility to obtain consent from any Party otherthan Comarco with respect to clarifying, modifying, changing or amending the rights granted byComarco to Mobility in Section 3.1, or requiring Comarco to obtain consent from any Party otherthan Mobility with respect to clarifying, modifying, changing or amending the rights granted byMobility to Comarco in Section 3.2.     **9.4**All representations and warranties contained herein shall survive the execution anddelivery of this Agreement and the execution and delivery of any other document or instrumentreferred to herein.     **9.5**The Parties acknowledge that they have had the opportunity to obtain, and have obtained,advice on the terms of this Agreement from independent legal counsel retained to represent them inthis matter. None of the Parties has relied upon any representation by the other Parties inexecuting this Agreement. Each of the Parties has conducted its own analysis regarding and duediligence concerning this Agreement. Each Party hereto agrees that any omissions to state factsconcerning the matters covered by this Agreement are of no consequence in the determination toexecute this Agreement. Although one Party or the other may have prepared certain of the languagein this Agreement, this Agreement is the product of arms-length negotiations between sophisticatedParties. Each Party hereto waives any rule of contract construction whereby an ambiguity would beconstrued against the drafting Party.**10. ASSIGNMENT.**     Comarco and Mobility may assign this Agreement in connection with a change in ownership,merger, acquisition, the sale or transfer of all or substantially all of their business or assetsto which this Agreement relates, provided that the assigning Party (Comarco or Mobility as the casemay be) pays the non-assigning Party (Comarco or Mobility as the case may be) US$5,000,000.00 on orbefore the date the assignment is effective. Except for an assignment in accordance with theimmediately preceding sentence, this Agreement or any right or obligation hereunder is notassignable, whether in conjunction with a change in ownership, merger, acquisition, the sale ortransfer of all, or substantially all of any part of a Party’s business or assets or otherwise,either voluntarily, by operation of law, or otherwise. Any purported assignment of this Agreementin violation of this Section 10 shall be null and void and of no force or effect. This Agreementshall be binding upon and inure to the benefit of the Parties and their permitted successors andassigns. Nothing in this Agreement is intended to, or shall be construed as, requiring Mobility toobtain consent from any Party with respect to any assignment or grant of any license to or rightsin the Mobility Patents, or requiring Comarco to obtain consent from any Party with respect to anyassignment or grant of any license to or rights in the Comarco Patents.**11. COUNTERPARTS.**     This Agreement may be executed in counterparts or with detachable signature pages and shallconstitute one agreement, binding upon all Parties thereto as if all Parties signed the samedocument.**12. HEADINGS.**     The headings used in this Agreement are intended solely for the convenience of reference, andshould not in any manner amplify, limit, modify or otherwise be used in the interpretation of anyof the provisions of this Agreement.
 

 
**13. CONTACT INFORMATION.**     The Parties agree that if notice is required to be served for any reason under this Agreement,such notice shall be sent, in writing, via certified mail and telecopy to the person(s) listedbelow:**For Mobility, Xtend and iGo:**Charles R. Mollo