Exhibit 10.3 (Sales and Marketing)


                                                                                                                    Exhibit
      10.3

    
 

     SALES
      and MARKETING AGREEMENT

    


    This
      Marketing and Sales and Marketing Agreement is made effective as of March 23,
      2005 by and between PC Products Inc. (“PCPI”) a wholly owned subsidiary of
      Com-Guard, Inc. (“PCPI”) and Wintergreen Systems (“Wintergreen”),
      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 a Production
      Agreement,
      dated
      the same date as this Marketing
      and Sales Agreement,
      PCPI
      has contracted with Wintergreen to assemble computer hardware (“Computer
      Systems”) for PCPI, 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 provide certain service, support and warranty work
      for PCPI pursuant to a Service
      and Support Agreement
      dated
      the same date as this Agreement (the “Service
      and Support Agreement”).
      This
Marketing
      and Sales Agreement,
      the
Production
      Agreement and the Service and Support Agreement (collectively,
      the “Transaction
      Agreements”)
      are
      each inter-related, and the execution and the ongoing performance of each is
      a
      portion of the consideration for Wintergreen and
      PCPI
      to enter into each of the Transaction
      Agreements.
      

    


    PCPI
      and
      Wintergreen now agree as follows: 

    


    1.  Recitals.
      The
      above recitals are incorporated into this Agreement.

     

    2.  Scope
      of Work.
      Wintergreen shall perform as a sales agent for the Computer Systems (as defined
      in the Production
      Agreement)
      on
      behalf of PCPI. Subject to the provisions of this Agreement, Wintergreen shall
      control the time, method and delivery of Wintergreen’s sales efforts.
      Wintergreen shall follow PCPI’s product, service and pricing guidelines. All
      sales made by Wintergreen are subject to the acceptance or rejection by PCPI.
      Wintergreen also agrees to use its best reasonable efforts to assist PCPI in
      all
      post-sale customer inquiries. 

     

    3.  Transfer
      of Certain Accounts.
      Wintergreen shall transfer certain of its current customer accounts, listed
      on
      the attached Exhibit “A”, to PCPI as discussed in this paragraph. PCPI intends
      to raise a minimum of $3,000,000 and a maximum of $10,000,000 for the funding
      of
      certain purchase orders involved in the transfer of certain named accounts.
      Wintergreen represents only that it will attempt to transfer accounts to PCPI
      but when PCPI raises a minimum of $3,000,000 and notifies Wintergreen that
      the
      monies are available from the designated Escrow Account, and then Wintergreen
      will transfer at a minimum the purchase orders in its possession, any new
      purchase orders and the account named SYX Distributing. PCPI
      has the absolute right to void and nullify the Transaction Contracts if the
      accounts and purchase orders have not been transferred or accepted by
      PCPI.
      Should
      the minimum Not be raised in 60 days then Wintergreen
      has the absolute right to void and nullify the Transaction Contracts.
PCPI
      in
      no way will assume any prior legal, contract or financial responsibilities
      of
      Wintergreen. Any funds raised shall be put into an escrow account that will
      be
      used when PCPI has established a vendor account with SYX distributing. Neither
      party in this agreement will have ANY
      legal
      liability if Monies are NOT
      raised
      or
      if accounts are NOT
      transferred. The
      date at which the accounts are transferred and the monies are raised shall
      be
      known as the Transfer date.

     

    4.
       Compensation.
      Subject
      to the terms and conditionsforth, PCPI shall pay Wintergreen a fee based on
      the
      Gross Profit of the products being sold, produced and serviced by Wintergreen,
      according to the schedule and definition of Gross Profit as attached on Exhibit
      “B” (“Sales Fee”). Payment to Wintergreen of the Sales Fee shall be made no
      later than ten (10) days following the payment to PCPI for the applicable
      Computer System as contemplated in the sales or purchase order for that Computer
      System. 

     

    5.  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.

            


    

    


    6.  Advertising
      Materials.
      Wintergreen shall not produce print, copy or issue advertising materials
      relating to the Products, or Wintergreen’s status as the sales representative of
      PCPI, without first securing PCPI’s approval of the form and content of such
      materials, which shall not be unreasonably withheld.

     

    7.  Changes
      in Products, Allocation, Scheduling.
      PCPI may
      change or discontinue its offerings for sale of any of the Products or the
      trademarks or trade names thereon, or allocate Products among customers during
      periods of shortages, or schedule production, shipments, and billings in
      accordance with the best interests of PCPI at any time and from time to time
      without prior notice to Wintergreen and without incurring any liability to
      Wintergreen for fees or otherwise. If PCPI does change or discontinue any of
      the
      Computer Systems, Wintergreen may elect to sell such systems to accounts other
      than the transferred accounts. PCPI will provide Wintergreen with Security
      Software that will be provided with each system that is manufactured for
      PCPI.

     

    8.  Provisions
      applicable to Com-Guard.
      Com-Guard is the Parent Company of PCPI 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 by
      Wintergreen.
      PCPI
      anticipates that 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.  Indemnification.
      PCPI
      shall indemnify and hold Wintergreen 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 Wintergreen 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. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    10.  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. 

     

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

     

    12.  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.

     

    13.  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.

     

    14.  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.

     

    15.  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.

     

    16.  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

     

    17.  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.

     

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

     

    


     

    [the
      remainder of this page intentionally left blank]

     


    
      
        
          2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          Final
            PC
            Products Inc. and Wintergreen Systems Sales and Marketing Contract


        

      

    


     

    The
      parties now execute this Agreement to be effective as of the date written
      above.

     

    


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


      
   

    


    


     

    
      
        
          3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        Final PC Products Inc. and Wintergreen
          Systems Sales and Marketing Contract 

      

    



    EXHIBIT
      A

    (Accounts
      to Transfer)

    


    SYX
      Distribution

    


    Other
      account to be identified by MDS


    
      
        
          


        

        
        

      

      
        4

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

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

    
 

    
      
        
        

      

      
        5