by SiVault Systems, Inc.
September 4th, 2003

EXHIBIT 2.1 STOCK AND NOTE TRANSFER AGREEMENT This STOCK AND NOTE TRANSFER AGREEMENT (this "Agreement") is entered into as of August 20, 2003 by and between Security Biometrics, Inc. ("Transferor") and Pan Pacifica Ltd. ("Transferee"). RECITALS A. Transferor and Robert Solomon ("Solomon") are parties to that certain Settlement Agreement and Release of even date herewith (the "Settlement Agreement"); B. Pursuant to the terms of the Settlement Agreement, Transferor has agreed to transfer all the outstanding shares of Datadesk Technologies, Inc. (the "Company") to Transferee; C. Transferor owns and desires to transfer all 100 shares of outstanding Common Stock (the "Shares") of Datadesk to Transferee; D. Transferor holds and desires to transfer to Transferee that certain Note made by Datadesk in the principal amount of $1,000,000 payable to Transferor, together with the related security interest in the assets of Datadesk (together, the "Note"); and E. Transferee desires to accept the Shares from Transferor pursuant to the terms and conditions of this Agreement. AGREEMENT In exchange for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows: E-1 1. Transfer of Stock. Transferor shall deliver the certificate ------------------- representing the Shares to Transferee, duly endorsed for transfer to Transferee (along with such other documents, instruments and assurances as may be reasonably required by Transferee). 2. Transfer of Note. Transferor shall deliver the Note, duly endorsed ----------------- for transfer to Transferee (along with such other documents, instruments and assurances as may be reasonably required by Transferee). 3. Representations and Warranties of Transferee. Transferee represents -------------------------------------------- and warrants as follows: (a) Transferee understands that taking ownership of the Shares involves substantial risks. Transferee acknowledges that Solomon has been active in the management of the Company and is familiar with its operations, financial condition, liabilities and obligations and Transferee is not relying on any representations or warranties of Transferor or its agents whatsoever in making its decision to accept the transfer of the Shares other than those set forth in this Agreement. Transferee has such financial and business knowledge and experience that Transferee is capable of evaluating the risks and merits of taking ownership of the Shares, and Transferee has had an opportunity to ask questions and obtain any additional information concerning the Company. (b) Transferee understands that THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACTS OF ANY STATE AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. (c) Transferee also covenants and represents that Transferee is acquiring the Shares for Transferee's own account, without any intention to resell, distribute, transfer or otherwise dispose of them. 4. Representations and Warranties of Transferor. Transferor hereby ------------------------------------------------ represents and warrants to Transferee as follows: E-2 (a) Transferor has a valid record and beneficial ownership of the Shares, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest. (b) This Agreement constitutes a valid and enforceable transfer of Shares. (c) All action required on Transferor's part for the lawful execution and delivery of this Agreement has been taken prior to the date hereof. Upon its execution and delivery, this Agreement will be a valid and binding obligation of Transferor, enforceable in accordance with its terms. (d) The shares constitute all of the outstanding stock of the Company. 5. Indemnification/Survival. Transferor will indemnify and hold ------------------------ harmless Transferee, and will pay to Transferee the amount of any damages, costs, expenses or losses to Transferee arising from or in connection with any breach of any representation or warranty made by Transferor in this Agreement. The representations and warranties of Transferor contained in this Agreement shall survive the closing of the Purchase and Sale and this Agreement. 6. Attorneys' Fees. If any action or proceeding is brought for the ---------------- enforcement of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other cost incurred in the action or proceeding, in addition to any other relief which it may be entitled. 7. Binding Effect. This Agreement shall be binding upon and shall --------------- inure to the benefit of the parties and their respective successors and assigns. 8. Acknowledgment. The parties to this Agreement will affirm that they -------------- have read it in its entirety, know its contents and have consulted with their attorneys concerning its nature and meaning. 9. Choice of Law: Venue. This Agreement shall be governed by and ----------------------- construed in accordance with the laws of the State of Washington, without regard to any applicable conflicts of laws. The parties specifically submit to the jurisdiction and venue of the courts of the State of Washington, or the federal courts sitting in the Western District of Washington, for any purposes of any action related to this Agreement. 10. Counterparts. This Agreement may be executed in one or more ------------ counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. E-3 IN WITNESS WHEREOF, the undersigned have executed this Purchase and Sale Agreement as of the date first above written. TRANSFEREE PAN PACIFICA LTD. By: /s/ Andre Frye ---------------- Its: Attorney-In-Fact ---------------- TRANSFEROR SECURITY BIOMETRICS, INC. By: /s/ Michel Berty ------------------ Its: Chief Executive Officer ----------------------- E-4