Exhibit 10.2 (Production Agreement)


                                                                                                                    Exhibit
      10.2

      PRODUCTION
        AGREEMENT

      


      This
        Production Agreement is made effective as of March 23, 2005 by and between
        PC
        Products Inc. (“PCPI”), a wholly owned subsidiary of Com-Guard, Inc., 26Zone,
        Inc. (“26Zone”), a California corporation, and Wintergreen Systems, a division
        of Market Development Specialists, Inc., an Indiana corporation. Com-Guard
        is
        the Parent Company and as it pertains to law, is a party to this
        Agreement.

      


      Wintergreen
        currently is a manufacturer of finished computer goods, such as desktop
        computers, notebook computers, and servers. PCPI wishes to engage Wintergreen
        to
        assemble computer hardware for PCPI, using parts that PCPI either supplies
        to
        Wintergreen or parts for which PCPI finances for purchase by Wintergreen.
        In
        order to assist PCPI, Wintergreen will also transfer certain inventory to
        PCPI,
        and also certain general intangibles to PCPI, as provided in this Agreement.
        In
        addition, Wintergreen will transfer certain of its sales accounts to PCPI,
        for
        PCPI to act as the Seller, under the terms of a Sales and Marketing Agreement
        dated the same date as this Agreement (“Sales and Marketing Agreement”).
        Finally, Wintergreen will also contract with PCPI for technical support and
        warranty coverage for computer hardware sold pursuant to this Agreement (the
        “Support and Service Agreement”). This Agreement, the Sales and Marketing
        Agreement and the Support and Service Agreement (collectively, the “Transaction
        Agreements”) are each inter-related, and the execution and ongoing performance
        of each is a portion of the consideration for Wintergreen to enter into each
        other of the Transaction Agreements. 

      


      In
        consideration of the mutual promises and covenants herein, and also in
        consideration of the Sales and Marketing Agreement and the Support and Service
        Agreement, PCPI and Wintergreen hereby agree as follows:

      


      
        	1.     	
                Services
                  Covered by Agreement.
                  This Agreement concerns certain assembly and support services to
                  be
                  provided by Wintergreen to PCPI. 

              


      

      


      
        	2.     	
                Purchase
                  and Sale of Services.
                  Wintergreen will assemble one hundred percent (100%) of the product
                  (Computer Systems) to be sold to Accounts (as defined in the Sales
                  and
                  Marketing Agreement). The timing of production and delivery of
                  Computer
                  Systems shall be acceptable to Wintergreen and PCPI according to
                  the
                  purchase orders from the transferred accounts. In addition, if
                  PCPI
                  contracts for the sale of computer hardware, which sale is not
                  made by
                  Wintergreen or one of its agents, representatives or affiliates
                  (an
                  “Outside Sale”), then Wintergreen shall have a right of first refusal to
                  assemble and/or manufacture the products for the Outside Sale.
                  The right
                  of first refusal shall be defined as PCPI notifying Wintergreen
                  in
                  writing, of a prospective Outside Sale, including all of the terms
                  and
                  conditions for such production, including quantity, pricing, and
                  delivery
                  information. Wintergreen shall then have ten business days from
                  the
                  receipt of the notice from PCPI in which to accept the production
                  of the
                  computer hardware for the Outside Sale (the “Option Period”). If
                  Wintergreen accepts the terms and conditions of the Outside Sale,
                  then
                  Wintergreen shall produce all of the products sold under that Outside
                  Sale. If Wintergreen fails to notify PCPI within the Option Period,
                  or if
                  Wintergreen notifies PCPI that it rejects the terms and conditions,
                  then
                  PCPI shall be entitled to have another company provide the computer
                  hardware for the Outside Sale, on the same terms and conditions
                  as
                  included in the notice to Wintergreen. Wintergreen shall have a
                  right of
                  first refusal on all Outside Sales, even if an Outside Sale is
                  an increase
                  in quantity from a prior Outside Sale.


              


      

       

      
        	3.     	
                Service
                  Prices.
                  Fees charged by Wintergreen to PCPI for the services provided under
                  this
                  Agreement will be as shown in Exhibit A (“Production Fees”). PCPI shall
                  pay Wintergreen the Production Fees within ten days of the receipt
                  by PCPI
                  of the payment for the Computer Systems, except as specifically
                  referenced
                  in Exhibit “A”. 

              


      

      


      
        	4.     	
                Term.
                  The initial term of this Agreement shall be five (5) years from
                  the
                  signing of the Transaction Agreements. This Agreement may be terminated
                  only as provided in Section 10. 

              


      

      


      
        	5.     	
                Computerized
                  Tracking of Product.
                  Wintergreen agrees that it shall provide a plan, no later than
                  45 days
                  from the signing of this agreement, the ability to electronically
                  track
                  the status of any product produced under this Agreement. To the
                  extent
                  that Wintergreen is required to invest in new equipment or software
                  for
                  such tracking ability, PCPI shall reimburse Wintergreen for such
                  expenses
                  within ten days of notice from Wintergreen, which notice shall
                  itemize all
                  reimbursable expenses. PCPI and Wintergreen will mutually agree
                  on the
                  amount and time frame for the monies to be
                  spent.

              


      

      


      
        	6.     	
                Proprietary
                  Rights.
                  PCPI undertakes and agrees to defend at PCPI’s own expense actions or
                  proceedings brought against Wintergreen, and any of Wintergreen’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
                  from the Proprietary Software which was supplied by PCPI from Com-Guard
                  Inc. as provided herein. 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. 

              


      

      


      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. 

       

      
        	7.     	
                Transfer
                  of Inventory and Intangibles.
                  Effective on the Transfer Date of this Agreement, Wintergreen shall
                  transfer certain inventory reviewed and approved by PCPI and 26Zone,
                  listed on Exhibit “B”, and also certain general intangibles, to PCPI. The
                  purchase price for the inventory shall be that price mutually agreed
                  upon
                  by Wintergreen, PCPI and 26Zone in their sole discretion, and shall
                  be no
                  less than Wintergreen’s acquisition cost of such inventory (“Inventory
                  Payment”). After mutual agreement the payment will be made within 15 days
                  of the agreed purchase price of the inventory. The parties shall
                  reflect
                  the Inventory Payment on Exhibit “B” when agreed upon. The intangibles
                  transferred by Wintergreen to PCPI shall include certain customer
                  accounts
                  currently serviced directly by Wintergreen, and also include the
                  ongoing
                  sales and service support as provided in the Sales and Marketing
                  Agreement
                  and the Service and Support Agreement attached hereto. The purchase
                  price
                  for the general intangibles shall be 3.5 million shares of CGUD
                  common
                  stock to be earned according to the “Earning of Shares” as described in
                  Exhibit C. PCPI will effect an S-8 Registration Statement for the
                  purpose
                  of providing registered S-8
                  shares to Mr. John Levy as a consultant to the company, in accordance
                  with
                  the time line as described in Exhibit
                  C.

              


      

      


      
        	8.     	
                Supply
                  of Computer Components.
                  PCPI shall provide at no cost to Wintergreen, or finance for Wintergreen’s
                  acquisition, all computer components necessary to assemble the
                  Computer
                  Systems. These components shall be acceptable to Wintergreen in
                  its sole
                  discretion. Wintergreen and PCPI agree that, to the fullest extent
                  possible, they shall use 26Zone to supply computer components for
                  the
                  production of the computer systems contemplated under this Agreement.
                  26Zone agrees to use its best efforts to provide quality components
                  in a
                  timely fashion, as specified by Wintergreen. PCPI anticipates that
                  it will
                  continue to provide the financing or direct provision of computer
                  components as necessary to support the production of the Computer
                  Systems,
                  as long as practicable.

              


      

      


      
        	9.     	
                Provisions
                  applicable to Com-Guard. Com-Guard
                  is the Parent Company and as it pertains to law is a party to this
                  Agreement. In addition, Com-Guard agrees to vote the stock of PCPI
                  such
                  that the directors of PCPI elect John Levy, or such other individual(s)
                  as
                  identified by Wintergreen, to hold offices which constitute no
                  less than
                  one-half of the officers of PCPI, unless Wintergreen waives this
                  voting
                  requirement in writing. The officers of PCPI which are identified
                  by
                  Wintergreen shall have management and other responsibilities similar
                  to or
                  greater than those officers elected by PCPI which are not
                  identified

              


      

      


      
        	10.     	
                Termination.
                  Wintergreen or PCPI may terminate this Agreement, in the
                  event:

              


      

      
        	a.     	
                Insolvency
                  - the other party shall become insolvent or otherwise generally
                  be unable
                  to pay debts as they come due, or make a general assignment for
                  the
                  benefit of creditors.

              


      

      
        	b.     	
                Bankruptcy
                  - A petition under any bankruptcy act or similar statute is filed
                  by a
                  creditor of the other party or by the other party and is not vacated
                  within ten (10) days through court
                  order.

              


      

      
        	c.     	
                Failure
                  to Perform - Wintergreen or PCPI fails to perform according to
                  the Transaction
                  Agreements as previously agreed upon. There shall be a 30 day notice
                  period in writing and a 30 day cure period for any breach.
                  

              


      

      
        	d.     	
                Other
                  breach - Wintergreen or PCPI may terminate this Agreement if any
                  other
                  Transaction Agreement is terminated for any
                  reason.

              


      

      


      
        	11.     	
                Shipping
                  Instructions.
                  Orders
                  will be placed using shipping instructions as mutually agreed upon
                  by PCPI
                  and Wintergreen. 

              


      

      


      
        	12.     	
                Force
                  Majeure.
                  Neither PCPI nor Wintergreen 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 Wintergreen 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
                  Wintergreen 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 Wintergreen under this Agreement.
                  

              


      

      


      
        	13.     	
                Assignment.
                  This Agreement is not assignable without the written consent of
                  the other
                  party.

              


      

      


      
        	14.     	
                Entire
                  Agreement.
                  This Agreement, the Sales Agreement and the Service Agreement and
                  the
                  terms and conditions referenced in any purchase order issued by
                  PCPI 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
                  Wintergreen or PCPI quotation, offer, acknowledgment or similar
                  document,
                  however designated, shall not
                  apply.

              


      

      


      
        	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
                  Wintergreen. 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.     	
                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.

              


      

      


      
        	18.     	
                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

              


      

       

      


      


      [the
        remainder of this page intentionally left blank]

      


      



      
        
          
            1

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            FINAL
              PC
              Products Inc. and Wintergreen Systems Production
              Contract

          

        

      


      


       

      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.    

                	Wintergreen Systems, by its parent,
                  Market Development Specialists, Inc. 
	("PCPI")	("Wintergreen")
	 	 
	By:        	By: 
	Name:	Name: 
	Title:	Title:


        
     

       

      26
        Zone

      (“26
        Zone”)

      


      


      By:    ____________

      


      Name:
        ______________________________

      


      Title:
        _______________________________

      


      


      


      


      


      



      
        
          
            2

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          FINAL PC Products Inc. and Wintergreen
            Systems Production Contract

        

      



      EXHIBIT
        A

      (Fees)

       

      Gross
        Profit- for purpose of this Agreement and the Transaction Agreements, Gross
        Profit will be defined as the difference between Sales Price and the Bill
        of
        Material cost of the product (inclusive of freight, insurance , financing
        fees
        and license fees) without any other cost added.

      


      Wintergreen
        shall receive 20% of the Gross profit for the Production portion of the
        Transaction Agreements.

      


      Notwithstanding
        the foregoing, for the first 60 days following the Transfer Date, or until
        10,000 Computer Systems have been assembled by Wintergreen, whichever occurs
        first, PCPI shall pay to Wintergreen, upon order of Computer Systems, an
        amount
        equal to Ten Dollars ($10) for each Computer System ordered (“Advance Payment”).
        The Advance Payments shall be deducted from the initial Gross Profit amounts
        payable to Wintergreen.

      


      


      


      


      



      
        
          
            


          

          
          

        

        
          3

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        B

      


      Listing
        of Inventory to be sold:

      


      


      To
        be
        supplied in a later date.

      


      


      


      


      



      
        
          
             

          

          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


       EXHIBIT
        C

      


      


      Earning
        of 3,500,000
        Shares 

      


      Milestone
        1. within 30 days of Transfer Date 1 million shares

       

      Milestone
        2. 625,000
        shares no later than 90 days after Transfer Date

      


      Milestone
        3. 625,000 shares no later than180 days after Transfer Date

       

      Milestone
        4. 625,000 shares no later than 270 days after Transfer Date

       

      Milestone
        5. 625,000 shares
        360 days after Transfer
        Date

      


      


      


      


      SBDS02
        DANDERSON 314128v3

      


      
        
          
          

        

        
          5