**EXHIBIT(10 i)**

 

**Dated 5 August 2003 Version 1**

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**F4I ICA LIMITED (1)**

 

**AND**

 

**COM-GUARD.COM INC.**

 

 

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**LICENCE AGREEMENT**

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**CMS Cameron McKenna**

**Mitre House**

**160 Aldersgate Street**

**London EC1A 4DD**

 

**T +44(0)20 7367 3000**

**F +44(0)20 7367 2000**

 

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**THIS AGREEMENT** iseffective 5 August 2003

 

**BETWEEN:-**

 

(1)           **F4iICA LIMITED,**a company incorporated in Englandunder number 4165738 having its registered office at 6 South Bar Street,Banbury Oxfordshire OX16 944, UK (**“F4i”**); and

 

(2)           **COM-GUARD.comINC**,****a company incorporated in Nevada  , having its registered office at 2075 CorteDel Nogal, Carlsbad CA 92009 USA (“**the Licensee**”)

 

**RECITAL:**

 

F4i has agreedto grant the Licensee a non-exclusive licence to use certain software andassociated documentation upon the terms and conditions hereinafter contained.

 

NOW IT ISHEREBY AGREED as follows:

 

## **1.**             Definitions

###  

### 1.1           Inthis Agreement, unless the context otherwise requires, the followingexpressions have the following meanings:

** **

**“Affiliate”**:  means any company,partnership or other entity which directly or indirectly Controls, isControlled by or is under common Control with either Party as a Subsidiary orHolding Company;

** **

**“Agreement”**:  means the terms andconditions of this agreement including the Clauses and Schedules;

** **

**“Commencement Date”**:  means the date of thisAgreement;

** **

**“Control”**:  **means** the ownership of morethan 50% of the issued share capital or the legal power to direct or cause thedirection of the general management and policies of the Party in question;

** **

**“the Delivery Date”**:  means the delivery datespecified in the Schedule or such extended date as may be granted pursuant toClause 25;

** **

**“Development Software”**:  means the SDK softwarepackage specified in the Schedule 2;

** **

**“End Users”**:  means the employees orusers of the person who uses the services of the Licensee;

** **

**“F4i Software”**:  means the LicensedPrograms and the Development Software;

** **

**“the Licence”**:  means the licences grantedby F4i pursuant to Clause 2.1 and 2.3;

 

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**“the Licence Fee”**:  means the fee for the Licenceand the services to be provided under this Agreement as specified in Clause 3;

** **

**“the Licensed Programs”**:  means Image CompositionAnalysis (ICA) version 1.8 software computer programs of F4i for pornographicimage filtering;

** **

**“the Licensed Program Materials”**  means the LicensedPrograms, the Program Documentation and the Media;

** **

**“the Media”**:** **means the media onwhich the F4i Software is recorded as provided to the Licensee by F4i;

** **

**“the Permitted Purpose”**: means the Use of the Licensed Programs for the purposes ofscanning electronic data traffic sent by End Users through the servers and PC’sresident in End Users premises for pornographic image content;

** **

**“the ProgramDocumentation”**:  means the documentation supplied to the Licensee by F4i foraiding the use of the F4i Software;

** **

**“the Specification”**:  means the specification ofthe Licensed Programs, a copy of which is set out in the Schedule 1;

** **

**“Subsidiary or HoldingCompany”**: means that this term shall have the meaning ascribed to it by Section 736of the Companies Act 1985;

** **

**“Initial Term”**: means a period of two years from the Commencement Date;

** **

**“Use the LicensedPrograms”**: means to use and sub-licence the use of the Licensed Programs inaccordance with the terms of this Agreement; and

** **

**“Use the Licensed ProgramMaterials”**:** **means to Use the Licensed Programs, to read and possess theProgram Documentation in conjunction with the use of the Licensed Programs andto possess the Media.

 

### 1.2           allreferences to Clauses and Schedules are references to clauses and schedules tothis Agreement unless the context otherwise requires;

###  

### 1.3           referencesto statutory provisions shall, except where the context requires otherwise, beconstrued as references to those provisions as respectively amended orre-enacted or as their application is modified by other provisions (whetherbefore or after the date of this Agreement from time to time);

###  

### 1.4           unlessthe context otherwise requires, references to the singular include the pluraland vice versa, references to any gender include all other genders, andreferences to “persons” shall include individuals, bodies corporate,unincorporated associations, businesses and partnerships;

###  

### 1.5           theheadings shall be ignored in construing this Agreement; and

###  

### 1.6           referencesto the words “includes” or “including” shall be construed without limitation tothe generality of the preceding words.

 

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## **2.**             Productsand services to be provided

 

Subject to theterms of this Agreement F4i hereby agrees to:

 

### 2.1           grantto the Licensee a non-exclusive licence to Use the Licensed Program Materialsfor the Permitted Purpose;

###  

### 2.2           deliverthe Licensed Programs to the Licensee;

###  

### 2.3           grantthe Licensee a non-exclusive, non-transferable, personal licence to use andcopy the Development Software for the purpose of developing, maintaining andsupporting the Licensed Programs;

###  

### 2.4           providethe Program Documentation to the Licensee;

###  

### 2.5           providethe other services hereinafter described;

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upon the termsand conditions hereinafter contained.

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## **3.**             LicenceFee

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### 3.1           COM-GUARDINC shall be free to determine the price at which they license the ICA softwareto their business customers subject to the minimum pricing matrix as set out inthe Pricing Schedule in the Appendix A.

###  

### 3.2           Inaddition it is agreed that Com-Guard Inc will on a non exclusive basis makebest efforts to secure profitable partnerships for F4i with other US basedcompanies. All approaches and subsequent negotiations are to be agreed prior,and conducted with the full knowledge and participation, where applicable ofF4i. For the purposes of a pricing model for this business, it is proposed thatthe accompanying Appendix A be applied. Such business as is secured by thisapproach will be subject to the terms and conditions as specified in thisagreement. In the case of integration work being required by F4i, such work tobe priced and agreed between F4i, Com-Guard and the proposed partner, prior tocompletion of the sale.

###  

## **4.**             Payment

###  

### 4.1           TheLicence Fee shall be paid by the Licensee.

###  

### 4.2           Thedistribution partner undertakes to pay a licence fee to F4i in respect of anyEnd User Licence. Monies shall accrue on the date on which the relevant partnerCompany invoices the Net Invoice Value in respect of such End User Licences,and the partner company shall within fourteen (14) days of the end of eachMonth submit to F4i an account setting out in reasonable detail the amount ofLicence Fee accruing during such Month and the calculation thereof (a **“MonthlyAccount”**).

###  

### 4.3           TheLicence Fee and any additional charges payable under this Agreement areexclusive of Value Added Tax which shall be paid by the Licensee at the rateand in the manner for the time being prescribed by law.

 

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### 4.4           Anycharges payable by the Licensee hereunder in addition to the Licence Fee shall bepaid within 30 days after the receipt by the Licensee of F4i’s invoicetherefore.

###  

### 4.5           If anysum payable under this Agreement is not paid within *7* days after the due datethen (without prejudice to F4i’s other rights and remedies) F4i reserves theright to charge interest on such sum on a day to day basis (as well after asbefore any judgment) from the date or last date for payment thereof to the dateof actual payment (both dates inclusive) at the rate of *3* per cent above the baserate of Barclays Bank plc (or such other London clearing bank as F4i maynominate) from time to time in force compounded quarterly. Such interest shallbe paid on demand by F4i.

###  

### 4.6           TheLicensee shall throughout the duration of this Agreement:

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### 4.6.1        keepcomplete and accurate books and records of accounts relating to all End Users;and

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### 4.6.2        permitF4i or an accountant appointed by F4i upon reasonable notice and not more thanonce every six months to inspect and make and retain copies of the books andrecords for the purposes of verifying any amount due under Clause 3.1.

###  

### 4.7           F4ishall bear the costs of any investigation as described in Clause 4.6 exceptthat in the event that the amount paid by the Licensee has understated theLicence Fee properly due under this agreement for the relevant period by morethan five percent (5%) then the Licensee shall (in addition to making good suchshortfall together with the interest accruing thereto) refund F4i costsincurred in undertaking such investigation.

## ** **

## **5.**             Deliveryand installation

** **

On the Delivery Date F4i shall deliver theF4i Software to the Licensee and will work with them to integrate the F4iSoftware into the licensee’s software. The F4i Software shall consist of onecopy of the object code of the F4i Software in machine-readable form only, onthe storage media specified in the Schedule.

 

## **6.**             Risk

** **

Risk in the Media shall pass to theLicensee on delivery. If any part of the Media shall thereafter be lost,destroyed or damaged F4i shall at the request of the Licensee replace the samepromptly (embodying the relevant part of the Licensed Programs DevelopmentSoftware) subject to the Licensee paying the cost of such replacement. F4ishall not make any further or additional charge for such replacement.

## ** **

## **7.**             Warranty

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### 7.1           F4iwarrants that the Licensed Programs will provide the facilities and functionsset out in the Specification.

###  

### 7.2           If F4ireceives written notice from the Licensee after the Commencement Date of anybreach of the said warranty then F4i shall at its own expense and within areasonable time after receiving such notice remedy the defect or error inquestion provided that F4i shall have no liability or obligations under thesaid warranty unless it shall have received 

 

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### written notice of the defect or error inquestion no later than the expiry of 6 months after the Commencement Date.

###  

### 7.3           Thesaid warranty shall be subject to the Licensee complying with its obligationshereunder and to there having been made no alterations to the Licensed Programsby any person other than F4i or a person authorised by F4i.  When notifying a defect or error theLicensee shall (so far as it is able) provide F4i with a documented example ofsuch defect or error.

###  

### 7.4           F4ishall have no liability or obligations under the said warranty other than toremedy breaches thereof by the provision of materials and services within areasonable time and without charge to the Licensee.  If F4i shall fail to comply with such obligations its liabilityfor such failure shall be limited to a sum equal to the Licence Fee. Theforegoing states the entire liability of F4i, whether in contract or tort, fordefects and errors in the Licensed Program Materials which are notified to F4i.

###  

### 7.5           TheLicensee acknowledges that the Licensed Programs have not been prepared to meetthe Licensee’s individual requirements and that it is therefore theresponsibility of the Licensee to ensure that the facilities and functionsdescribed in the Specification meet its requirements. F4i shall not be liablefor any failure of the Licensed Programs to provide any facility or functionnot specified in the Specification.

## ** **

## **8.**             Licence

###  

### 8.1           TheLicensee shall only Use the Licensed Program Materials for the PermittedPurpose and shall not use the Development Software other than as permitted inaccordance with Clause 2.3 and the Licensee shall not otherwise permit anythird party to use the Licensed Program Materials or Development Software noruse the Licensed Program Materials or Development Software on behalf of or forthe benefit of any third party in any way whatever.

###  

### 8.2           TheLicence shall not be deemed to extend to any other programs or materials of F4iother than the Licensed Program Materials and Development Software unlessspecifically agreed to in writing by F4i.

###  

### 8.3           TheLicensee hereby acknowledges that it is licensed to use the Licensed ProgramMaterials and Development Software only in accordance with the express terms ofthis Agreement and not further or otherwise.

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## **9.**             Durationof Licence

###  

### 9.1           TheLicence shall commence on the Commencement Date and shall continue for theInitial two year Term unless terminated earlier in accordance with Clause 20and thereafter shall continue for successive periods of twelve (12) monthsunless and until terminated by either party on not less than 90 days noticeprior to the expiry of the Initial Term or subsequent twelve (12) month periodor as otherwise provided in this Agreement.

 

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## **10.**          Proprietaryrights

###  

### 10.1         The F4iSoftware and the copyright and other intellectual property rights of whatevernature in the F4i Software, which are owned by F4i, are and shall remain theproperty of F4i and F4i reserves the right to grant licences to use the F4iSoftware to third parties.

###  

### 10.2         TheLicensee shall notify F4i immediately if the Licensee becomes aware of anyunauthorised use of the whole or any part of the F4i Software by any person.

###  

### 10.3         TheLicensee will permit F4i to check the use of the F4i Software by the Licenseeat all reasonable times and for that purpose F4i shall be entitled to enter anyof the Licensee’s premises (and so that the Licensee hereby irrevocablylicenses F4i, its employees and agents to enter any such premises for suchpurpose).

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## **11.**          TechnicalSupport

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### 11.1         F4ishall provide the following assistance in respect of Use of the LicensedPrograms:

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#### 11.1.1      advice bytelephone on the Use of the Licensed Programs;

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#### 11.1.2      informationand advice by telephone on forthcoming upgrades of the Licensed Programs;

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#### 11.1.3      upgrades toICA versions 1.8 and 2.0; and

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#### 11.1.4      uponrequest by the Licensee the diagnosis of faults in the Licensed Programs andthe rectification of such faults remotely by the issue of fixes in respect ofthe Licensed Programs and the making of all necessary consequential amendments(if any) to the Program Documentation.

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### 11.2         Licenseeshall only use the current release of the Licensed Programs.

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## **12.**          Intellectualproperty rights indemnity

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### 12.1         F4ishall indemnify the Licensee against any claim that the normal use orpossession of the F4i Software infringes the intellectual property rights ofany third party provided that F4i is given immediate and complete control ofsuch claim, that the Licensee does not prejudice F4i’s defence of such claim,that the Licensee gives F4i all reasonable assistance with such claim and that theclaim does not arise as a result of the use of the F4i Software in combinationwith any equipment (other than the Equipment) or programs not supplied orapproved by F4i.

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### 12.2         Licenseeshall promptly notify F4i of any claim, demand or action for infringement oralleged infringement of any intellectual property rights of any third party andF4i shall have the right to either:

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#### 12.2.1         procurethe right for the Licensee to continue to Use the F4i Software;

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#### 12.2.2         makesuch alterations, modifications, or adjustments to the F4i Software so thatthey become non-infringing without incurring a material change to thespecification; or

 

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#### 12.2.3         replacethe F4i Software (or relevant part thereof) with non-infringing substitutesprovided that such substitutes materially conform to the specification.

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### 12.3         If F4iis not able to exercise any of the options set out in Clauses 12.2.1 - 12.2.3above within 14 days of the date it receives notice of intellectual propertyinfringement then the Licensee shall be entitled to terminate this Agreement.

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### 12.4         Theforegoing states the entire liability of F4i to the Licensee in respect of theinfringement of the intellectual property rights of any third party.

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## **13.**          Confidentialityof Licensed Program Materials

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### 13.1         TheLicensee undertakes to treat as confidential and keep secret all informationcontained or embodied in the F4i Software , Program Documentation, Pricing andthe Specification and all information conveyed to the Licensee by training(hereinafter collectively referred to as ‘the Information’)

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### 13.2         TheLicensee shall not without the prior written consent of F4i divulge any part ofthe Information to any person except:

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#### 13.2.1         theLicensee’s own employees and then only to those employees who need to know thesame;

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#### 13.2.2         theLicensee’s auditors, Tax Authorities, HM Inspector of Taxes, HM Customs &Excise and any other persons or bodies having a right duty or obligation toknow the business of the Licensee and then only in pursuance of such right dutyor obligation;

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#### 13.2.3         anyperson who is from time to time appointed by the Licensee to maintain anyequipment on which the Licensed Programs are being used (in accordance with theterms of the Licence) and then only to the extent necessary to enable suchperson properly to maintain such equipment.

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### 13.3         TheLicensee undertakes to ensure that the persons and bodies mentioned in Clauses13.2 are made aware prior to the disclosure of any part of the Information thatthe same is confidential and that they owe a duty of confidence to F4i. TheLicensee shall indemnify F4i against any loss or damage which F4i may sustainor incur as a result of the Licensee failing to comply with such undertaking

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### 13.4         TheLicensee shall promptly notify F4i if it becomes aware of any breach of confidenceby any person to whom the Licensee divulges all or any part of the Informationand shall give F4i all reasonable assistance in connection with any proceedingswhich F4i may institute against such person for breach of confidence.

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### 13.5         F4ishall treat as confidential all information supplied by the Licensee under thisAgreement which is designated as confidential by the Licensee or which is byits nature clearly confidential provided that this Clause 13.5 shall not extendto any information which was rightfully in the possession of F4i prior to thecommencement of the negotiations leading to this Agreement or which is alreadypublic knowledge or becomes so at a future date (otherwise than as a result ofa breach of this Clause). F4i shall not divulge any confidential information toany person except to its own employees and then 

 

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### only to those employees who need to knowthe same. F4i shall ensure that its employees are aware of and comply with theprovisions of this Clause.

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### 13.6         Theforegoing obligations as to confidentiality shall remain in full force andeffect notwithstanding any termination of the Licence or this Agreement.

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## **14.**          Copying

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### 14.1         TheLicensee may make only so many copies of the F4i Software as are reasonablynecessary for operational security and use. Such copies and the media on whichthey are stored shall be the property of F4i and the Licensee shall ensure thatall such copies bear F4i’s proprietary notices. The Licence shall apply to allsuch copies as it applies to the F4i Software.

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### 14.2         Nocopies may be made of the Program Documentation without the prior writtenconsent of F4i.

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## **15.**          Securityand control

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The Licensee shall during the continuanceof the Licence:

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### 15.1         effectand maintain adequate security measures to safeguard the Licensed ProgramMaterials and Development Software from access or use by any unauthorisedperson;

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### 15.2         retainthe Licensed Program Materials and the Development Software and all copiesthereof under the Licensee’s effective control;

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### 15.3         maintaina full and accurate record of the Licensee’s copying and disclosure of theLicensed Program Materials and Development Software and shall produce suchrecord to F4i on request from time to time.

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## **16.**          Alterations

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### 16.1         Licenseemay modify the Licensed Programs at its own expense and responsibility.  Licensee shall indemnify F4i against anyclaim that such modifications infringe the intellectual property rights of anythird party.

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### 16.2         Thecopyright and other intellectual property rights of whatever nature in suchmodifications shall vest in F4i and Licensee shall ensure that all suchmodifications bear F4i’s proprietary notice. Licensee hereby assigns (by way of future assignment) all such rights toF4i.  Licensee shall be entitled withoutfurther charge to use such modifications upon the same terms and conditions asthe Licensed Programs but not further or otherwise.  The Licence shall be extended accordingly.

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### 16.3         TheLicensee shall promptly notify F4i of all such modifications and shall supplyto F4i without charge copies of all documentation relating to suchmodifications including specifications and source codes.

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### 16.4         TheLicensee may combine, at its own expense and responsibility, the LicensedPrograms with other programs to form a combined work. Any of the LicensedPrograms included in 

 

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### the combined work shall continue to besubject to the terms and conditions contained herein.  Where such other programs are the property of a third party theLicensee shall be responsible for obtaining all necessary consents to their usewith the Licensed Programs.  Licenseeshall indemnify F4i against any claim that the use of the Licensed Programs incombination with such other programs infringes the intellectual property rightsof any third party.  Upon termination ofthe Licence the Licensee shall completely remove the Licensed Programs fromsuch combined work before returning or destroying it together with theDevelopment Software in accordance with Clause 22.2.

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### 16.5         F4ishall not be responsible for any error in the Licensed Programs or failure ofthe Licensed Programs to fulfil the Specification insofar as such error orfailure occurs in or is caused by any part of the Licensed Programs beingmodified or combined by the Licensee as aforesaid.

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## **17.**          Marketing

 

### 17.1         TheLicensee will use its best efforts to actively and properly market and promotethe use of the Licensed Programs.  Suchefforts shall include promotion through the Licensee’s press releases,brochures, catalogues, website(s), and other appropriate advertising andmarketing media calculated to increase the use of the Licensed Programs by theEnd Users.

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### 17.2         TheLicensee shall keep F4i fully informed of the conditions of the marketplacerelating to the use of the Licensed Programs and shall promptly inform F4i ofany facts or opinions of which it becomes aware which are likely to be relevantin relation to the commercial exploitation of the Licensed Programs by theLicensee.

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### 17.3         TheLicensee shall provide F4i with a tentative projection of the quantity ofcustomers that the Licensee reasonably expects to become End Users, whichprojection shall be in the form of a report.

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### 17.4         TheLicensee warrants that it currently has and shall maintain an adequate level ofstaff consistent with the market expectations and shall ensure that its staffare properly trained in accordance with the recommendations of F4i.  The Licensee shall make available adequatedemonstration libraries, equipment and facilities for the marketing of theLicensed Programs.

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### 17.5         TheLicensee shall ensure that in any marketing or promotion of the LicensedPrograms or other press relations relating to it, F4i is mentioned as being thedeveloper of the pornographic image composition analysis software.

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### 17.6         TheLicensee shall ensure that in any marketing or promotion of the LicensedPrograms or other press relations relating to it, F4i is mentioned as being thedeveloper of the pornographic image composition analysis software.

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## **18.**          Announcements

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### 18.1Any publicannouncement, communication, circular or other publicity concerning thetransactions referred to in this Agreement shall be made or despatched at anytime by either party with the consent of the other party.

 

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## **19.**          Operatingmanuals

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F4i shall provide the Licensee with *2*copies of a set of operating manuals for the Licensed Programs containingsufficient information to enable proper use of all the facilities and functionsset out in the Specification. If the Licensee requires further copies of suchoperating manuals then these may be obtained under licence from F4i inaccordance with its standard scale of charges from time to time in force.

 

## **20.**          Training

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### 20.1         F4iundertakes to provide basic training in the use of the Licensed Programs andDevelopment Software for the staff of the Licensee.

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### 20.2         Anyadditional training required by the Licensee shall be provided by F4i inaccordance with its standard scale of charges from time to time in force.

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## **21.**          Limitationof Liability

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### 21.1         Thefollowing provisions set out the exclusions and limitations of liability of F4i(including its employees, agents and sub-contractors) to the Licensee inrespect of:

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#### 21.1.1      any breachof this Agreement;

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#### 21.1.2      anyrepresentation, statement or tortuous act or omission including, but notlimited to negligence arising under or in connection with the Agreement; and

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The Licensee shall not have any other claim(without prejudice to the generality of the foregoing) in respect of contract,negligence or other common law or statutory tortious liability or otherwise andall other rights and remedies outside the provisions of the Agreement thatwould otherwise be available to the Licensee are hereby excluded to the maximumextent permitted by law.

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### 21.2         Nothingin the Agreement shall be taken to exclude or limit any party’s liability fordeath or personal injury caused by negligence or any liability for fraudulentmisrepresentation or the tort of deceit.

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### 21.3         Exceptas otherwise expressly provided in the Agreement, all warranties, conditionsand other terms implied by statute or common law, custom, trade usage course ofdealing or otherwise are, to the fullest extent permitted by law, excluded fromthe Agreement.

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### 21.4         Subjectto Clause 21.2, F4i shall not be liable for:

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#### 21.4.1      loss ofrevenue, loss of business, loss of profits; loss of sales or turnover; loss ofor damage to reputation; loss of production; loss of anticipated savings; lossof goodwill or business opportunities; loss of customers; loss of, or loss ofuse of, any software or data; loss under or in relation to any other contract;and

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#### 21.4.2      any sort ofconsequential, special or indirect loss or damage, costs, expenses or otherclaims for consequential compensation whatsoever (howsoever caused);

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#### which ariseout of or in connection with the Agreement.

 

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### 21.5         Subjectto Clause 21.2, F4i’s total liability in contract, tort (including negligence),breach of statutory duty, misrepresentation or otherwise, arising under or inconnection with the Agreement shall not exceed an amount equal to the amount ofthe Licence Fee F4i has received from the Licensee in the 12 months**proceedingsuch liability**regardless of the number of events giving rise to theliability.

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## **22.**          Termination

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### 22.1         F4i mayterminate the Licence forthwith on giving notice in writing to the Licensee if:

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#### 22.1.1      theLicensee commits any material breach of any term of this Agreement and (in thecase of a breach capable of being remedied) shall have failed, within 30 daysafter the receipt of a request in writing from F4i so to do, to remedy thebreach (such request to contain a warning of F4i’s intention to terminate); or

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#### 22.1.2      theLicensee permanently discontinues the use of the Licensed Program Materials.

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### 22.2         Eitherparty may terminate this Agreement if the other party shall have a receiver oradministrative receiver appointed of it or over any part of its undertaking orassets or shall pass a resolution for winding up (otherwise than for thepurpose of a bona fide scheme of solvent amalgamation or reconstruction) or acourt of competent jurisdiction shall make an order to that effect or if thatparty enters into any voluntary arrangement with its creditors or shall becomesubject to an administration order or shall cease to carry on business.

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### 22.3         Save asexpressly provided in Clause 22.1 or 22.2 or elsewhere in this Agreement theLicence may not be terminated.

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### 22.4         Forthwithupon the termination of the Licence the Licensee shall return to F4i theLicensed Program Materials and Development Software [including anymodifications thereof made by the Licensee] and all copies of the whole or anypart thereof or, if requested by F4i, shall destroy the same (in the case ofthe Licensed Programs and Development Software by erasing them from themagnetic media on which they are stored) and certify in writing to F4i thatthey have been destroyed. The Licensee shall also cause the Licensed Programsand Development Software to be erased from the Equipment and shall certify toF4i that the same has been done.

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### 22.5         Anytermination of the Licence or this Agreement (howsoever occasioned) shall notaffect any accrued rights or liabilities of either party nor shall it affectthe coming into force or the continuance in force of any provision hereof whichis expressly or by implication intended to come into or continue in force on orafter such termination.

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## **23.**          Assignment

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### 23.1         TheLicensee shall not be entitled to assign, sub-license, sub-contract orotherwise transfer the Licence or this Agreement whether in whole or in part.

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### 23.2         F4ishall be permitted to assign the whole or any part of the benefit of thisAgreement to an Affiliate.

 

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Each party shall be excused non-performanceor late performance of its obligations under this Agreement (and the otherparty shall have no right or remedy in respect thereof) to the extent the sameis caused by any circumstances beyond the reasonable control of such party,including without limitation, acts of God, floods, fires, exceptionallyinclement weather conditions and natural disasters, strikes, lockouts and otherindustrial action (other than by the affected party’s employees), failure ofpower, water and other supplies and failures of telecommunications services orother means of communication.

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## **24.**          Waiverof remedies

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No forbearance, delay or indulgence byeither party in enforcing the provisions of this Agreement shall prejudice orrestrict the rights of that party nor shall any waiver of its rights operate asa waiver of any subsequent breach and no right, power or remedy hereinconferred upon or reserved for either party is exclusive of any other right,power or remedy available to that party and each such right, power or remedyshall be cumulative

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## **25.**          Entireagreement

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This Agreement supersedes all prioragreements, arrangements and understandings between the parties and constitutesthe entire agreement between the parties relating to the subject matter hereof.No addition to or modification of any provision of this Agreement shall bebinding upon the parties unless made by a written instrument signed by a dulyauthorised representative of each of the parties.

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## **26.**          Notices

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### 26.1         Anynotice or warning affecting this Agreement and any invoices (together,“Notices”) will unless otherwise specifically provided in this Agreement be inwriting signed by or on behalf of the party giving it and may be served by handdelivery during normal office hours at, or sending it by fax, prepaid recordeddelivery or registered post to the address and for the attention of therelevant party as set out in Clause 24.

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### 26.2         Proof ofposting or dispatch of any Notice will be deemed to be proof of receipt:

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##### (a)           in thecase of a fax, the business day after dispatch; and

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##### (b)           in thecase of recorded delivery or registered post, 48 hours from the date ofposting.

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### 26.3         Theaddresses of the parties for the purposes of Clause 24.1 are as follows:

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(a)           ifF4i, to:

 

Mathew Gilliat-Smith

F4i ICA Limited

4 South Bar Street

Banbury

Oxfordshire OX16 944UK

 

Fax:         0044 1295 262682

 

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(b)           if toLicensee COM-GUARD INC

2075 Corte Del Nogal

Carlsbad CA, 92009USA

Fax 760-431-7999

 

or such other person or address as therelevant party may from time to time notify in writing to the other party on noless that five business day’s notice.

** **

### 26.4         Revocationof Notices will be effected in the same manner as the Notices themselves.

###  

## **27.**          Law

 

This Agreementshall be governed by and construed in accordance with the laws of England.

## ** **

## **28.**          Disputes

 

Any disputewhich may arise between the parties concerning this Agreement shall bedetermined by the English Courts and the parties hereby submit to the exclusivejurisdiction of the English Courts for such purpose.

## ** **

## **29.**          Severability

 

Notwithstandingthat the whole or any part of any provision of this Agreement may prove to beillegal or unenforceable the other provisions of this Agreement and theremainder of the provision in question shall remain in full force and effect.

## ** **

## **30.**          ThirdParty Rights

 

Nothing inthis Agreement shall confer on any third party any right to enforce any term ofthis Agreement under the Contract (Rights of Third Parties) Act 1999.

 

THIS AGREEMENTHAS BEEN DULY EXECUTED THE DAY AND YEAR FIRST BEFORE WRITTEN:

 

SIGNED for andon behalf of

**F4i ICA LIMITED**

 

By

 

Signature

 

 

SIGNED for andon behalf of

COM-GUARD INC

 

By

 

Signature

 

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