Exhibit 10.4 (Service and Support)


                                                                                                                    Exhibit
      10.4

     

    SERVICE
      and SUPPORT AGREEMENT

     

    This
      Service and Support Agreement is made effective as of March__, 2005 by and
      between PC Products Inc., (“PCPI”) a wholly owned subsidiary of Com-Guard, Inc.
      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.

    


    Under
      the
      terms of the Production Agreement, dated the same date as this Agreement, PCPI
      has contracted with Wintergreen to assemble computer hardware for PCPI
      (“Computer Systems”), using parts that PCPI either supplies to Wintergreen or
      parts for which PCPI finances for purchase by Wintergreen (the “Production
      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”). This Agreement, the Sales and Marketing Agreement and the
      Production 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. 

     

    PCPI
      and
      Wintergreen now agrees as follows: 

     

    
      	1.     	
              Hardware
                Covered: Hardware
                Support covers any hardware, excluding Com-Guard proprietary hardware
                or
                hardware proprietary to an affiliate of Com-Guard, which is factory
                installed by Wintergreen on any Computer Systems (as defined in the
                Production Agreement). Wintergreen will provide Hardware Support
                and
                Warranty for Computer Systems on a mail-in basis, on
                terms and conditions identical to those currently provided to SYX
                Distribution (the “Hardware Initial Period”).
                

            


    

     

    
      	2.     	
              Software
                Covered: Software
                Support covers the operating systems and applications which have
                been
                factory installed by Wintergreen, excluding any software provided
                by
                Com-Guard or any of its affiliates. Wintergreen will provide Sofware
                Support and Warranty for Computer Systems on terms and conditions
                identical to those currently provided to SYX Distribution (the
                “Software Initial Period”).
                During the Software Initial Period, Wintergreen will provide support
                without charge to the end-user of all factory-installed applications,
                excluding those identified above. After the Software Initial Period,
                Wintergreen will offer enhanced fee-based support for factory-installed
                applications paid by the end user and certain other applications
                as
                determined by Wintergreen in its sole
                discretion.

            


    

     

    
      	3.     	
              Support
                Services.
                Wintergreen will provide telephone problem reporting from 7:00 AM
                until
                7:00 PM Eastern Standard Time, Monday through Friday, except for
                Thanksgiving Day and Christmas Day. Wintergreen will staff the telephone
                reporting lines with both user and technical support to assist in
                diagnosing problems received by the reporting lines. Any report which
                is
                unable to be serviced during the telephone call shall be escalated
                to a
                technical support specialist within one business day.
                

            


    

     

    
      	4.     	
              Internet
                Support.
                Wintergreen may develop, in addition to the telephone based support
                services, certain internet based support services.
                

            


    

     

    
      	5.     	
              Limits
                of Support Services: THIS
                AGREEMENT IS OF LIMITED DURATION AND COVERAGE. This Agreement applies
                only
                to Computer Systems, and exists only during the Initial Periods.
                Repairs
                necessitated by software problems, or as a result of alteration,
                adjustment, or repair by anyone other than Wintergreen (or its
                representatives) are not included. Wintergreen is not obligated to
                repair
                any Computer System component which has been damaged as a result
                of: (i)
                accident, misuse, or abuse of the System or components (such as,
                but not
                limited to, use of incorrect line voltages, use of incorrect fuses,
                use of
                incompatible devices or accessories, improper or insufficient ventilation,
                or failure to follow operating instructions) by anyone other than
                Wintergreen (or its representatives), (ii) an act of God such as,
                but not
                limited to, lightning, flooding, tornado, earthquakes, and hurricanes,
                or
                (iii) the moving of the Computer System from one geographic location
                to
                another or from one entity to another. With regard to any services
                that
                are not within the coverage of this Agreement, it will be within
                Wintergreen’s discretion whether to perform the
                services.

            


    

     

    
      	6.     	
              Third
                Party Products . This
                Agreement does not include warranty or repair service or any other
                services for third party products. Wintergreen is not responsible
                for the
                performance of other vendors’ products and services. For computers
                manufactured by other third parties and supplied by PCPI, Wintergreen
                will
                provide service and support if PCPI and Wintergreen can mutually
                agree on
                acceptable terms and conditions.

            


    

     

    
      	7.     	
              Pricing. PCPI
                shall pay to Wintergreen ten (10) days after PCPI receives payment
                from
                the Account on the Computer System, the fee listed in the attached
                Exhibit
                “A” for warranty and technical support services (“Service Fee”).
                

            


    

     

    
      	8.     	
              DISCLAIMER
                OF ALL WARRANTIES. 

            


    

     

    WINTERGREEN
      MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES,
      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 WINTERGREEN 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
      WINTERGREEN 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, WINTERGREEN WILL NOT BE RESPONSIBLE
      FOR LOSS OF OR DAMAGE TO DATA OR LOSS OF USE OF ANY OF COMPUTER SYSTEM OR
      NETWORK SYSTEM. 

     

    
      	9.     	
              Assumptions
                By Wintergreen.
                Where necessary, and when applicable PCPI shall procure all permissions
                necessary by third party hardware and/or software vendors to allow
                Wintergreen to perform the Services and Support Agreement contemplated
                by
                this Agreement on Computer Systems.


            


    

     

    
      
        
        

      

      
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      	10.     	
              Limitation
                of Liability. UNDER
                NO CIRCUMSTANCES WILL WINTERGREEN 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 OR SYSTEMS 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 WINTERGREEN
                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 WINTERGREEN BE LIABLE TO PCPI OR ITS CUSTOMERS
                FOR ANY
                AMOUNT IN EXCESS OF THE FEES ACTUALLY RECEIVED BY WINTERGREEN FOR
                THE
                APPLICABLE COMPUTER SYSTEM. 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 WINTERGREEN SUBCONTRACTOR. IT IS THE
                MAXIMUM AMOUNT FOR WHICH WINTERGREEN AND ITS SUBCONTRACTORS ARE
                RESPONSIBLE.

            


    

     

    
      	11.     	
              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.

            


    

    


    
      	12.  	
              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.

            


    

    


    
      	13.  	
              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.
                

            


    

     

    
      	14.  	
              Assignment.
                This Agreement is not assignable without the written consent of the
                other
                party.

            


    

     

    
      	15.  	
              Entire
                Agreement.
                This 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.

            


    

     

    
      	16.  	
              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.

            


    

     

    
      	17.  	
              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.

            


    

     

    
      	18.  	
              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.

            


    

     

    
      	19.  	
              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

            


    

     

    
      	20.  	
              Term.
                The initial term of this Agreement shall be five (5) years from the
                signing of the Transaction Agreements.


            


    

     

    


     

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          FINAL
            PC
            Products and Wintergreen Systems Service and Support
            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.    	Wintergreen Systems, by its parent,
                Market Development Specialists, Inc. 
	("PCPI")	("Wintergreen")
	 	 
	By:        	By: 
	Name:	Name: 
	Title:	Title:


      



     

    


    


    


    



    
      
        
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        FINAL PC Products and Wintergreen
          Systems
          Service and Support Agreement

      

    



    EXHIBIT
      A

    


    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 10% of the Gross profit for the Sales and Marketing portion of
      the
      Transaction Agreements.

    


    


    


    


    


    



    
      
        
          


        

        
        

      

      
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