Exhibit 10.1 Agreement

                                                                                                            Exhibit
    10.1

    Agreement

    


    This
      Agreement is made effective as of April, _____, 2005 by and between PC Products
      Inc., (“PCPI”)
      a
      Nevada Corporation which is a wholly owned subsidiary of Com-Guard, Inc.
      (“CGUD”)
      and
      26Zone, Inc., a California Corporation. CGUD is the Parent Company and as it
      pertains to law, is a party to this Agreement.

    


    Whereas
      PCPI has
      entered into a Production Agreement, a Sales and Marketing Agreement and a
      Service Agreement with Wintergreen Systems (hereinafter: “Transaction
      Agreements”)
      for
      the Sales, Production and Servicing of Computer Systems; (The Transaction
      Agreements are attached to this contract and marked as Exhibit
      A ,(”The
      Transaction Agreements”),

    


    And
      whereas
      26Zone
      is a supplier of computer components and other computer equipment;

    


    And
      whereas the
      parties have decided to work together in the areas of sourcing, financing and
      purchasing of computer hardware & software and sales of Computer Systems
      equipped with CGUD designed security products and technology.

    


    It
      is therefore agreed upon between the parties as follows:

    


    
      	1.     	
              PCPI
                agrees to give 26Zone the exclusive right to perform sourcing and
                purchasing of all the components and software required by
                PCPI.

            


    

    


    
      	2.     	
              In
                addition, 26Zone will act as a consultant to PCPI in the areas of
                sourcing, purchasing, sales and marketing of PC related products,
                including Com-Guard products and
                licensing.

            


    

    


    
      	3.     	
              PCPI
                will finance the purchase of said components and software by 26Zone
                on
                behalf of PCPI, and anticipates that it will continue to provide
                the
                financing for the purchase of said components and software as necessary
                to
                support the production of the Computer Systems for PCPI, as long
                as
                practicable.

            


    

    


    
      	4.     	
              PCPI
                will pay 26Zone for the components and/or software upon ordering
                it from
                

            


    

    26Zone
      and receipt of an invoice from 26Zone.

    


    
      	5.     	
              26Zone
                will attempt to provide PCPI, within reason and so long as circumstances
                allow, with pricing that is below regular distribution (wholesale)
                prices.

            


    

    


    
      	6.     	
              26Zone
                will deliver all said components purchased on behalf of PCPI to PCPI
                or to
                Wintergreen Systems, PCPI’s manufacturing contractor according to the
                Transaction Agreements, within a reasonable time and according to
                PCPI’s
                Purchase Order signed and approved by
                26Zone.

            


    

    


    
      	7.     	
              26Zone
                will supply one hundred percent (100%) of the components required
                for the
                build of PC’s under PCPI’s Purchase Orders, and under the Transaction
                Agreements.

            


    

    


    
      	8.     	
              As
                consideration for 26Zone’s services and its role in negotiating and
                facilitating the signing of the Transaction Agreements, and for the
                services provided under this Agreement, 26Zone will be entitled to
                receive
                the following compensation:

            


    

    


    8.1.    15%
      of Gross
      Profit from all sales of PC products conducted by PCPI under  the
      Transaction Agreements; Payment
      to 26Zone of said fee shall be made no later than ten (10) days 

    following
      the payment to PCPI for the applicable Computer System.

    


    8.2.    The
      amount of
      1,000,000 shares of CGUD common stock to be earned according
      to the “Earning
      of Shares”
      as
      described in Exhibit B (Earning
      of Shares).
      PCPI
      will effect an S-8 Registration Statement for the purpose of providing
      registered S-8 shares to Mr. Moshe Segev as a consultant to the company, in
      accordance with the time line as described in Exhibit B.

    


    
      	8.3.    
               	
                Should
                26Zone both
                source the product and perfect the sale of the product, then 26Zone
                will
                be entitled to 50% of the Gross Profit, and PCPI will be entitled
                to 50%
                of the Gross Profit.

            


    

     

    
      	9.     	
              Warranty.
                This agreement does not include any warranty, right of return or
                repair
                service for hardware or software supplied by 26Zone, except for the
                warranty, services or returns provided by the manufacturer or the
                relevant
                distributor from which the product was
                purchased.

            


    

    


    
      	10.     	
              Disclaimer
                of All Warranties:
                26Zone makes no express or implied warranties with respect to the
                Hardware
                or Software supplied to PCPI, including but not limited to any warranty
                with respect to the performance of any hardware or software used
                in
                conducting services, or any express or implied warranties concerning
                the
                results to be obtained from the services or the results of any
                recommendation 26Zone may make, including without limitation, any
                implied
                warranties concerning the performance, merchantability, suitability,
                non-infringement or fitness for a particular purpose of any of the
                deliverables or of any system that may result from the implementation
                of
                any recommendation 26Zone may provide. Nothing in this agreement
                or any
                other written documentation or any oral communications with customer
                may
                alter the terms and conditions of this


            


    

     
      paragraph. In addition, 26Zone will not be responsible for loss of or damage
      to


     
      data or loss of use because of any hardware or software supplied.

    


    
      	11.     	
              Limitation
                of Liability:
                Under no circumstances will 26Zone or its subcontractors be liable
                for any
                of the following; 1) third party claims for damages; 2) special,
                punitive,
                indirect, incidental or consequential damages of any type, including
                but
                not limited to products, hardware or software, being unavailable
                for use,
                lost profits or savings or lost or corrupted data or software, or
                for any
                damages for personal injury, or death, whether direct, indirect or
                otherwise, arising out of or in connection with this agreement or
                the
                services, or arising out of the results or operation of any system
                resulting from implementation of any recommended plan or design,
                even if
                26Zone or its subcontractors have been advised of the possibility
                of the
                damage, and even if PCPI or the end-user asserts or establishes a
                failure
                of essential purpose of any limited remedy provided in this agreement.
                Under no circumstances will 26Zone be liable to PCPI or its customers
                for
                any amount in excess of the fees actually received by 26Zone for
                the
                applicable computer components or software. This limitation of liability
                applies to all types of legal theories, including contract, tort
                (including negligence), professional liability, product liability,
                warranty, or anything else. This limit also applies to any 26Zone
                subcontractor. It is the maximum amount for which 26Zone and its
                subcontractors are responsible.

            


    

    


    
      	12.     	
              Proprietary
                Rights.
                PCPI undertakes and agrees to defend at PCPI’s own expense Actions or
                proceedings brought against 26Zone, and any of 26Zone’s representatives,
                agents, dealers or customers (each a “Person”) for actual or alleged
                infringement of any existing United States copyright, industrial
                design
                right, trade secret, patent, or other proprietary rights related
                to the
                Proprietary Com-Guard software and/or Hardware products. PCPI further
                agrees to pay and discharge any and all judgments or decrees which
                may be
                rendered in any such suit, action or proceeding against any Person.
                

            


    

    


    
      	13.     	
              Confidential
                Information.
                Neither party shall disclose, provide or otherwise make available
                any
                confidential information concerning the products, operations, methods,
                processes, data, specifications, or any other confidential, financial
                or
                business information which it learns from the other during the course
                of
                its performance of this Agreement. Any such information shall be
                subject
                to the same degree of security, protection and confidentiality as
                the
                receiving party uses to preserve information of a similar nature.
                No
                confidentiality obligations will apply to information which the recipient
                can establish is in the public domain, is previously known to recipient
                without an obligation of confidentiality, is independently developed,
                or
                is obtained from a third party that does not have an obligation to
                keep
                the information confidential. Provisions of this confidentiality
                section
                shall survive termination or expiration of this Agreement and continue
                for
                a period of five (5) years, as to all of information, as such information
                remains confidential information. 

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    14.    Force
      Majeure.
      Neither
      PCPI nor 26Zone shall be liable to the other for any delay
      in
      or failure of performance of their respective obligations hereunder if such
      performance
      is rendered impossible or impracticable by 

            
      reason of fire, explosion, earthquake,
      drought, embargo, war, riot, act of God or of public enemy, an act of
governmental
      authority, agency or entity, or any other similar contingency, delay,
failure
      or cause, beyond the 

            
      reasonable control of the party whose performance is affected,
      irrespective of whether such contingency is specified herein or is presently
      occurring or anticipated by either party. In the event either party is
prevented
      from 

            
      fulfilling its obligations under this Agreement because of such a force
      majeure as described herein, both 26Zone and PCPI shall make every effort
to
      continue to maintain as much as possible the supplier-customer 

            
      relationship established
      under this Agreement. However, if PCPI or 26Zone is unable to meet its
      obligations hereunder because of the conditions described above, then this
      Agreement
      shall be extended by such time period 

            
      as such conditions exist. As an example,
      if a condition of force majeure exists for 10 weeks, this Agreement shall
be
      extended by ten weeks and all applicable dates in this Agreement shall be
extended
      by ten weeks. No 

            
      provision of this Section shall be construed to excuse PCPI
      from
      payment of amounts owed to 26Zone under this Agreement. 

    


    15.    Waiver.
      The
      provisions of this Agreement may be waived, altered, amended, or repealed
      in whole or in part only upon the written consent of PCPI and 26Zone. 
      The
      waiver by either party of any breach of this Agreement 

            
      shall not be deemed or
      construed as a waiver of any other breach, whether prior, subsequent or
contemporaneous,
      of this Agreement.

    


    16.    Severability.
      Invalidation of any of the provisions contained herein, or the application
      of such invalidation thereof to any person, by legislation, judgment or
court
      order shall in no way affect any of the other provisions 

            
      hereof or the application
      thereof to any other person, and the same shall remain in full force
and
      effect, unless enforcement as so modified would be unreasonable or grossly
      inequitable
      under all the circumstances or would 

      
      frustrate the purposes
      hereof.

    


    17.    Indemnification.
      PCPI
      shall indemnify and hold 26Zone harmless from and against
      any and all claims, obligations, liabilities, damages, losses, expenses or
      other
      costs (including reasonable attorneys’ fees and 

            
      disbursements and the costs of
      investigation) asserted against or suffered by 26Zone and resulting directly
      or
indirectly
      from any breach of any provision of this Agreement by PCPI or any negligent
      or willful acts or 

            
      omissions of PCPI. 

    


    
      	18.     	
              Assignment.
                This Agreement is not assignable without the written consent of the
                other
                party.

            


    

    


    
      	19.     	
              Entire
                Agreement.
                This Agreement and the terms and conditions referenced in
                

            


    

    any
      purchase order issued by PCPI and/or invoice issued by 26Zone in connection
      with
      this Agreement (to the extent not inconsistent in whole or in part with this
      Agreement) constitute the entire agreement and understanding between the parties
      with respect to the subject matters herein and therein, and supersede and
      replace any and all prior agreements and understandings, whether oral or
      written, between them with respect to such matters. Both parties agree that
      the
      terms and conditions of any 26Zone or PCPI quotation, offer, acknowledgment
      or
      similar document, however designated, shall not apply.

    


    
      	20.     	
              Counterparts.
                Section headings contained herein are for ease of reference only
                

            


    

       
      and shall not be given substantive effect. This Agreement may be signed in
      one


       
      or more counterparts, each to be effective as an original.

    


    
      	21.     	
              Notices.
                Any notice required or permitted under this Agreement shall be sufficient
                if given in writing and delivered personally or by overnight courier
                service or if mailed, registered or certified mail, postage prepaid,
                return receipt requested, to the address of such party first set
                forth
                above, or at such other address as is specified by a party by like
                notice.

            


    

    


    
      	22.     	
               Arbitration.
                In
                the event of a dispute arising under this Agreement, such dispute
                

            


    

    shall
      be
      resolved by binding arbitration through submission of the issue to a member
      of
      the American Arbitration Association who is chosen by mutual agreement of the
      parties. If mutual agreement cannot be reached, then each party shall select
      an
      arbitrator, and those arbitrators shall select another arbitrator to act as
      arbitrator for the dispute. Arbitration shall be held in a mutually agreed
      upon
      location; if no location shall be agreed upon then arbitration shall be in
      the
      venue where the wronging party resides. Expenses of the Arbitration shall be
      paid as decided.

    


    
      	23.     	
              Term.
                The initial term of this Agreement shall be five (5) years from the
                signing

            


    

       
      of the Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
      by
      their duly authorized representatives as of the date first set forth
      above.

    


    


    PC
      Products, Inc.     26Zone,
      Inc. 

    (“PCPI”)      

    


    


    By:                                           By:                                            
      
                     

      Name:
        Dr.
        Edward W. Savarese       
        Name:
        Mr.
        Moshe Segev

    

    


    Title:            Title:    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     Exhibit
      A

     (”The
      Transaction Agreements”)

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Exhibit
      B

     (Earning
      of Shares)

     

    May
      18, 2005 - 250,000 shares

    90
      days later - 250,000 shares

    180
      days later - 250,000 shares

    270
      days later - 250,000 shares

    
       

       

       

    

    
      
        
        

      

      
        4