EXHIBIT 10.3 SALES and MARKETING AGREEMENT

                                                                                                                                                                        Exhibit 10.3

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:

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