CONSULTING AGREEMENT





THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective

July 1, 1999 between, Joseph Sigismonti, (the "Consultant"),whose principal

address is 21132 Calle Ocaso, Lake Forest, CA 92630 and Com-Guard.com, Inc.,

(the "Client"), whose principal place of business is 2075 Corte del Nogal, Suite

B, Carlsbad, CA 92009.



WHEREAS, Consultant is in the business of providing services for management

consulting, business advisory, shareholder information and public relations; and



WHEREAS, The client deems it to be in its best interest to retain Consultant to

render to the Client such services as may be needed; and



WHEREAS, Consultant is ready, willing and able to render such consulting and

advisory services to the Client.



NOW THEREFORE, in consideration of the mutual promises and covenants set forth

in this Agreement, the receipt and sufficiency of which are hereby acknowledged,

the parties hereto agree as follows:



CONSULTING SERVICES. The client hereby retains the Consultant as an independent

consultant to the Client and the Consultant hereby accepts and agrees to such

retention. The services to be provided by the Consultant are: see Exhibit A.



INDEPENDENT CONTRACTOR. Consultant agrees to perform its consulting duties

hereto as an independent contractor. Nothing contained herein shall be

considered to as creating an employer-employee relationship between the parties

to this Agreement. The Client shall not make social security, workers

compensation or unemployment insurance payments on behalf of Consultant. The

parties hereto acknowledge and agree that Consultant cannot guarantee the

results or effectiveness of any of the services rendered or to be rendered by

Consultant. Rather, Consultant shall conduct its operations and provide its

services in a professional manner and in accordance with good industry practice.



TIME, PLACE, AND MANNER OF PERFORMANCE. The Consultant shall be available for

advice and counsel to the Officers and Directors of the Client as such

reasonable and convenient times and places as may be mutually agreed upon.

Except as aforesaid, the time, place and manner of performance of the services

hereunder, including the amount of time to be allocated by the Consultant to any

specific service, shall be determined at the sole discretion of the Consultant.

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