EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into effective as of May 9, 2003 (the "Effective Date"), by and among SEQUIAM BIOMETRICS, INC., a Florida corporation ("Buyer"), and SMART BIOMETRICS,...

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into effective
as of May 9, 2003 (the "Effective Date"), by and among SEQUIAM BIOMETRICS, INC.,
a Florida corporation ("Buyer"), and SMART BIOMETRICS, INC., a Florida
corporation ("Seller"), with reference to the following recitals:

A. Seller is a technology company which researches, develops and
manufactures, among other things, a high-tech, fingerprint-recognition gun lock,
known as the Biometrics Device (the "Device"). Seller's business shall be
referred to herein as, the "Business." Seller's principal place of business is
located at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000.

B. Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, all the assets used in or useful to the Business, including, without
limitation: all intellectual property related to the research, development and
manufacture of the Device; Seller's distributor network; Seller's names and
logos; Seller's patent application filed and pending in the United States Patent
and Trademark Office ("USPTO"); and Seller's trademarks and service marks, and
trademark application filed and pending with the USPTO, on the terms and
conditions set forth in this Agreement.

C. Buyer and Seller intend that immediately following the purchase by
Buyer from Seller of substantially all of the assets of the Business, Seller
will cease to operate the Business and that thereafter neither Seller nor its
principals will compete with Buyer as provided in the terms and conditions set
forth in this Agreement.

D. Buyer is a wholly-owned subsidiary of Sequiam Corporation, a
California corporation ("Sequiam"). For federal income tax purposes, it is
intended that this Agreement shall qualify as a reorganization within the
meaning of Section 368(c) of the Internal Revenue Code (the "Code").

NOW, THEREFORE, in consideration of the premises and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of Seller and Buyer (each, a
"Party") hereby agrees as follows:

PURCHASE AND SALE OF ASSETS.
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Sale and Delivery. Seller agrees to sell and deliver to Buyer, and based
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upon the representations and warranties of Seller set forth herein, Buyer
agrees to purchase and accept from Seller, on the terms and subject to the
conditions set forth in this Agreement, and for the purchase price
described in Section 0, all right, title and interest in and to all of the
assets used by or useful to Seller in the Business, including without
limitation, those certain assets and property identified in this Section 0
and its related subsections (such assets and property are hereinafter
referred to as the "Assets"). The Assets shall specifically

include, but shall not be limited to, all right, title and interest in and
to the following:

(a) Intellectual Property. All right, title and interest in and
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to any and all present and future intellectual property rights with respect to
the Business, including, without limitation, the designs, formulae, know-how,
trade secrets, processes, compositions, drawings, specifications, patterns,
blueprints, plans, files, notebooks and records, proprietary and technical
information, computer software, licenses of technology, and any and all other
intangible personal property, together with all rights to and applications,
licenses and franchises for, any of the foregoing, relating to the Business and
all other intangible personal property used in or useful in the Business or with
the Device (all written materials relating thereto hereinafter are referred to
as the "Documents");

(b) Distributor Network. All right, title and interest in and to
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Seller's distributor network;

(c) Names and Logos. All right, title and interest in and to the
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name, "Smart Biometrics," and all right, title and interest in and to any and
all other names and logos created, developed and/or used by Seller in the
Business (identified on Schedule 1.1(c);

(d) Patent Application. All right, title and interest in and to
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the patent application filed by Seller in connection with the Device and pending
in the USPTO (identified on Schedule 1.1(d)) (the "Patent Application");

(e) Trademarks/Trademark Application. All right, title and
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interest in and to any and all of the trademarks and service marks used by
Seller in connection with the Business and/or the Device, and the trademark
application filed by Seller and pending with the USPTO (identified on Schedule
1.1(e)) (the "Trademark Application").

(f) Confidentiality Agreements. All right, title and interest in
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and to those certain confidentiality agreements regarding the Assets identified
on Schedule 1.1(f).

(g) Contracts. All right, title and interest in and to those
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certain contracts to which Seller is a party, identified on Schedule 1.1(g);
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(h) Tangible Business Property. All of Seller's tangible
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property, including without limitation, parts, inventory, work in-process and
finished goods inventory, prototypes, molds, tooling, production equipment,
furniture, computers and software identified on Schedule 1.1(h) (collectively,
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"Tangible Property").

(i) Customer Lists. All of Seller's customer lists and business
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contacts identified on Schedule 1.1(i).
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Purchase Price. The purchase price to be paid for the Assets shall be One
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Million Five Hundred Thousand (1,500,000) shares of common stock of Sequiam
(the "Purchase Price"). The Purchase Price shall be paid in accordance with
Section 0(d) below.

Liabilities. It is expressly understood and agreed that Buyer shall not be
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liable for any of the

obligations or liabilities of Seller of any kind or nature, including,
without limitation, any of the following debts, duties, liabilities or
obligations which arose or will arise out of the ownership or operation of
the Business at any time or use of the Assets prior to the Closing: (i)
payroll expenses or liabilities; (ii) any "Tax" (as defined in Section 0
below) whatsoever, including, without limitation, any Tax liability owed to
the Internal Revenue Service, and any Tax liability, fees or other
assessments owed to the State of Florida, or any regional or local
government entity located therein; (iii) product liability; (iv) loans
secured by the Assets or any portion thereof; and (v) liability to
employees, including, without limitation, sick leave, vacation benefits,
health care benefits (including under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended), other accrued employee benefits,
or employee liability claims.

Taxes. Any and all state and local property taxes and assessments imposed
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upon the Assets shall be prorated between Buyer and Seller as of the
Closing Date. Buyer will not be responsible for any business, occupation,
withholding, or similar tax, or any taxes of any kind related to any period
before the Closing.

Operations. Buyer shall not be responsible for any operating expenses of
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the Business at any time or of the Assets for any period before the
Closing. Beginning on the Closing Date, Buyer shall be solely (and Seller
shall not be) responsible for all operating expenses of the Assets.

Allocation of the Purchase Price. The parties intend to allocate the
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Purchase Price among the Assets as set forth on attached Schedule0, and to
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abide by such allocation for all purposes including, without limitation,
the reporting of all taxes. Notwithstanding the foregoing, the parties
agree to adjust the allocation of the Purchase Price to the extent required
to comply with Section 1060 of the "Code" (as defined in Section 0(e)
below) and regulations promulgated thereunder.

Expenses. Except as otherwise expressly provided herein, the parties shall
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each be responsible for the payment of any and all of their own expenses,
including, without limitation, the fees and expenses of counsel,
accountants, and other advisors, arising out of or relating directly or
indirectly to the transactions contemplated by this Agreement.

CLOSING. THE PURCHASE AND SALE OF THE ASSETS AND THE CONSUMMATION OF THE OTHER
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TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE CLOSED (THE "CLOSING") AS
SOON AS ALL OF THE CONDITIONS TO CLOSING SET FORTH IN SECTIONS 7 AND 8 CAN BE
REASONABLY SATISFIED, BUT IN NO EVENT BEYOND JULY 15, 2003 (THE "CLOSING DATE").
IF ALL OF THE CONDITIONS TO CLOSING SET FORTH IN SECTIONS 0 AND 0 BELOW HAVE NOT
BEEN SATISFIED OR WAIVED ON OR BEFORE THE CLOSING DATE, THEN EITHER BUYER OR
SELLER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO THE OTHER PARTY,
WHEREUPON NEITHER PARTY SHALL HAVE ANY OBLIGATION TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREIN. THE CLOSING DATE MAY BE EXTENDED BY AGREEMENT OF THE
PARTIES. THE CLOSING SHALL BE CONSUMMATED AT THE OFFICES OF SEQUIAM BIOMETRICS,
INC., 000 XXXXXXX XXXX, XXXXXXX, XXXXXXX 00000.

(a) At the Closing, Seller shall deliver or cause to be delivered to
Buyer the following:

(i) a Certificate of Good Standing from the Florida Secretary
of State, showing that Seller was validly formed and is in good standing;

(ii) documents reasonably acceptable to Buyer evidencing that
Seller has the necessary corporate authority to enter into this Agreement and
consummate the transactions contemplated herein, including without limitation,
resolutions or minutes of the meeting of each of the Directors and Shareholders
of Seller approving this Agreement;

(iii) an original assignment in the form of attached Exhibit
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"A" (the "Assignment"), duly executed by Seller;
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(iv) an executed patent assignment and recordation form cover
sheet in the form of attached Exhibit "B" (the "Patent Assignment and
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Recordation Form Cover Sheet");

(v) an executed trademark assignment and recordation form
cover sheet in the form of attached Exhibit "C" (the "Trademark Assignment and
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Recordation Form Cover Sheet");

(vi) an original xxxx of sale in the form of attached Exhibit "D"
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(the "Xxxx of Sale"), duly executed by Seller;

(vii) the original and all copies of the Documents, the Patent
Application and the Trademark Application;

(vi) the originals and all copies of the Contracts
identified on Schedule 1.1(g), shall be attached to the
Assignment; and

(vii) an executed non-disclosure agreement and
assignment of inventions in the form of attached Exhibit "E"
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(the "Non-Disclosure Agreement"), executed by Seller and
each person that was an employee of Seller at any time
during the thirty (30) days prior to the Effective Date
through the Closing Date.

(b) At the Closing, Buyer shall deliver or cause to be delivered to
Seller irrevocable instructions (the "Instructions") to Sequiam's transfer
agent, duly executed on behalf of Sequiam, authorizing and instructing the
transfer agent to issue Two Million Two Hundred Fifty Thousand (2,250,000)
shares of common stock of Sequiam to Seller, in accordance with Section 2(d)
below.

(c) All payments, documents, and instruments to be delivered on the
Closing Date pursuant to this Agreement shall be regarded as having been
delivered simultaneously, and no document or instrument shall be regarded as
having been delivered until all documents and instruments to be delivered on the
Closing Date have been delivered or delivery thereof shall have been waived by
the party to whom such delivery was to be made. The Purchase Price shall be paid
to Seller only in accordance with paragraph (d) below.

(d) Upon Closing, Buyer shall deliver the Instructions to
Sequiam's transfer

agent, and Sequiam's transfer agent shall issue to the Seller one share
certificate for One Million Five Hundred Thousand (1,500,000) shares of common
stock of Sequiam within five (5) business days of receipt of the Instructions
(the "Certificate"). The Certificate shall contain the following legend:

The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "ACT"), or the securities
laws of any state, and may not be offered, sold, transferred, pledged,
hypothecated or otherwise disposed of except pursuant to (i) an effective
registration statement under the ACT and any applicable state laws, or
valid exception thereto, (ii) to the extent applicable, in accordance with
Rule 144 under the ACT (or any similar rule under the ACT relating to the
disposition of securities), and (iii) an opinion of counsel, reasonably
satisfactory to counsel to the issuer, that an exemption from registration
under the ACT and applicable state law is available and such transfer is
made in accordance with Rule 144.

(e) Upon Closing, Buyer shall be entitled to possession of all
Assets, and Seller shall provide Buyer reasonable access to all of Seller's
facilities for a reasonable time following Closing to obtain possession of all
Assets.

REPRESENTATIONS AND WARRANTIES OF SELLER. SELLER HEREBY REPRESENTS AND WARRANTS
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TO BUYER AS FOLLOWS:

Organization and Standing. Seller is a corporation duly organized, validly
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existing and in good standing under the laws of the State of Florida.
Seller has full corporate power and authority to own the Assets and operate
the Business as heretofore conducted.

Authority to Contract. Seller has the right, power, legal capacity, and
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authority to enter into and perform the obligations under this Agreement,
and no approvals or consents of any persons or entities are necessary in
connection with Seller's performance under this Agreement.

Corporate Action. The execution and delivery of this Agreement by Seller
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has been duly authorized by all necessary corporate action on the part of
Seller, and this Agreement, when executed and delivered, shall constitute a
valid and binding obligation of Seller, enforceable in accordance with its
terms, except as such validity and enforceability may be affected by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
of general application relating to or affecting enforcement of creditors'
rights.

No Brokers. No broker, finder or similar agent has been employed by or on
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behalf of Seller in connection with this Agreement or the transactions
contemplated hereby, and Seller has not entered into any agreement or
understanding of any kind with any person for the payment of any brokerage
commission, finder's fee or any similar compensation in connection with
this Agreement or the transactions contemplated hereby.

No Conflicts. To the best of Seller's knowledge, the consummation of the
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transactions contemplated by this Agreement will not result in or
constitute any of the following: (1) a breach of any term or provision of
any other agreement between Seller and a third party; (2) a default or an
event that, with notice, lapse of time, or both, would be a default,
breach, or

violation of the articles of incorporation or bylaws of Seller; (3) an
event that would permit any party to terminate any agreement or to
accelerate the maturity of any indebtedness or other obligation of Seller;
or (4) the creation or imposition of any lien, charge, or encumbrance on
any of the Assets.

Title. Seller has good and marketable title to all of the Assets, in each
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case free and clear of all liens, charges or encumbrances, any restrictions
on transfer, or any claims of any nature whatsoever.

Litigation. There are no actions, suits, claims or other proceedings
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(collectively, "Litigation") pending or, to the best of Seller's knowledge,
contemplated or threatened against Seller or the Assets and no such
actions, to the best of Seller's knowledge, that would prevent the transfer
of the Assets.

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Full Disclosure. None of the representations or warranties furnished by
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Seller in this Agreement, including the Schedules and Exhibits to this
Agreement and any other document or instrument furnished by Seller to Buyer
pursuant to or in connection with this Agreement, contains or will contain
any untrue statement of a material fact, or will omit to state a material
fact necessary in order to make the statements contained herein or therein
not misleading.

Completeness. The Documents are in all material respects complete and
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correct. The personal property reflected in the Records constitutes all
such personal property necessary for the conduct by Seller of the Business
as now conducted.

Taxes.
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(a) All Tax Returns (as defined below) required to be filed by
Seller have been timely filed (giving effect to extensions granted with respect
thereto), and all such Tax Returns are true, correct and complete in all
material respects. Seller is not currently the beneficiary of any extension of
time within which to file a Tax Return, nor has any such extension been
requested by Seller.

(b) To the knowledge of Seller, all Taxes owed by or relating to
Seller (whether or not shown on any Tax Return) have been paid.

(d) To the best of Seller's knowledge, no dispute or claim has
been raised or claimed, and no such dispute or claim is threatened, by any
taxing authority or any other governmental authority in connection with or
relating to any Taxes of Seller. No deficiency for any Taxes has been proposed,
asserted or assessed against Seller that has not been resolved and paid in full.
There are no outstanding waivers, extensions, or comparable consents regarding
the application of the statute of limitations with respect to any Taxes or Tax
Returns that have been given by or relate to Seller (including the time for
filing of Tax Returns or paying Taxes) and Seller has no pending requests for
any such waivers, extensions, or comparable consents.

(e) Seller has complied in all respects with applicable laws,
rules, regulations and other legal requirements relating to the payment and
withholding of Taxes (including, without limitation, withholding of Taxes
pursuant to Sections 1441, 1442, 1445, and 1446 of the Internal Revenue Code of
1986, as amended (the "Code") or similar provisions under any applicable state
and foreign laws) and has within the time and manner prescribed by law, paid
over to the proper governmental authorities all amounts required to be so
withheld and paid over under applicable laws.

(f) Seller is not a party to and is not bound by nor has any
obligation under any Tax-sharing allocation or indemnity agreement or similar
contract or arrangement.

(g) Seller is, and has been at all times since its
incorporation, properly characterized as a corporation for federal and
applicable state and local income tax purposes.

(h) Seller does not expect any taxing authority, or other
governmental authority, to claim or assess any additional Taxes payable by or
relating to Seller for any period ending on or prior to the Closing Date and, to
the knowledge of Seller, there are no facts which could constitute grounds for
the assessment of any Taxes payable by or relating to Seller for any period on
or prior to the Closing Date.

(i) None of the Assets are "tax exempt use property" within the
meaning of Section 168(h) of the Code.

(j) Seller is not subject to liability as a transferee pursuant
to Code Section 6901 et seq., nor will Buyer be subject to such liability as a
direct or indirect result of its purchase of the Assets.

(k) Seller does not have a permanent establishment in any
foreign country, as defined in any applicable Tax treaty or convention between
the United States and the relevant foreign jurisdiction.

For purposes of this Agreement, "Tax" or "Taxes" shall mean any federal, state,
local, foreign or other tax, levy, impost, fee, assessment or other government
charge, including, without limitation, income, estimated income, business,
occupation, franchise, property, payroll, personal property, sales, transfer,
use, employment, commercial rent, occupancy, escheat or withholding taxes, and
any premium, together with any interest, penalties and additions in connection
with the foregoing. For purposes of this Agreement, "Tax Return" shall mean any
return (including any information return) declaration, report, estimate,
statement, schedule, notice, form, or other document or information filed with
or submitted to, or required to be filed with or submitted to, any governmental
authority in connection with the determination, assessment, collection or
payment of any Tax or in connection with the administration, implementation or
enforcement of, or compliance with, any legal requirement relating to any Tax.

Employee Benefits. At Closing, Seller shall have no outstanding liability
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or obligation to any current or former employee of Seller. Seller and its
affiliates have complied in all material respect with (a) the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and (b) the
provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended. No individual shall accrue or receive additional benefits,
service or accelerated rights to payments of benefits under any employee
benefit plan, or become entitled to severance, termination allowance or
similar benefits as a direct result of the transactions contemplated by
this Agreement.

Compliance. To Seller's knowledge, Seller has complied and is in compliance
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with all laws, rules, regulations, ordinances, orders, decrees, writs,
injunctions, building codes, safety, fire and health approvals,
certificates of occupancy or other governmental restrictions applicable to
the Business or the Assets.

Use of Trade Name. To the best knowledge of Seller, no other party has
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obtained the right to use the trade name "Smart Biometrics," or any
substantially similar names.

Trade Names, Trademarks and Copyrights. Seller has no knowledge of any
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infringement or

alleged infringement by others of any trade name, trademark, service xxxx
or copyright used at any time in connection with the Assets or Business.
Seller has not infringed, and is not now infringing, on any trade name,
trademark, service xxxx or copyright belonging to any person, firm or
corporation with respect to the Business or Assets. Seller is not a party
to any license, agreement, or arrangement, whether as a licensee, licensor,
franchisor, franchisee, or otherwise, with respect to any trademarks,
service marks, trade names, or applications for them, or any copyrights.
Seller owns, or holds adequate licenses or other rights to use all
trademarks, service marks, trade names and copyrights necessary or used for
the Business or in connection with the Assets and such use does not, and to
the best of Seller's knowledge, will not, conflict with, infringe on, or
otherwise violate any rights of others. Seller has the right to sell or
assign to Buyer all such owned trademarks, trade names, service marks, and
copyrights, and all such licenses or other rights.

Contracts. The Contracts listed on attached Schedule 1.1(g) are all of the
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material Contracts used or useful in the Business. A complete and accurate
copy of each of the Contracts identified on Schedule 1.1(g) shall be
delivered to Buyer prior to Closing and the originals of each of the
Contracts shall be attached to the Assignment at Closing. Seller warrants
and represents that it is not currently in breach of, nor has it breached,
any of its obligations under the respective Contracts. Seller further
warrants and represents that it has not waived any of the rights or
interests owed to it pursuant to the Contracts.

Other Contracts. Except as otherwise disclosed herein, Seller is not a
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party to, nor are the Assets bound by, any material distributor's or
manufacturer's representative or agency agreement, any output or
requirements agreements; or any other material agreement not identified in
this Agreement.

Compliance with the Law. To the best of Seller's knowledge, the operations
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of the Business have been conducted in accordance with all applicable laws,
regulations and other requirements of the United States of America and of
all states, municipalities and other political subdivisions and agencies
thereof, having jurisdiction over the Business, the failure to comply with
which would have a material adverse effect on the operation or properties
of the Business. Seller has not received notice of any asserted present or
past violation of any applicable federal, state or local statute, law or
regulation (including, without limitation, OSHA and environmental laws, any
applicable building, zoning or other law, ordinance or regulation)
materially affecting either the Business or the Assets, and no such
material violation exists. To the best of Seller's knowledge, Seller has
procured and has maintained in effect all local, state and federal permits
required which does not materially have a material adverse effect on the
operation of the Business.

Future Use. Seller does not have any information, and is not aware of any
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facts, which would or could adversely affect the future use of the Assets
by Buyer in the manner previously used by the Seller prior to the Effective
Date.

Experience. The Seller is sufficiently experienced in financial and
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business matters to be capable of evaluating the merits and risks of its
investments, and to make an informed decision relating thereto, and to
protect its own interests in connection with the purchase of the Stock.

Own Account. The Seller is purchasing the Stock as principal for its own
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account. The Seller is purchasing the Stock for investment purposes only
and not with an intent or view towards further sale or distribution (as
such term is used in Section 2(11) of the Securities Act of 1933, as
amended (the "Securities Act")) thereof, and has not pre-arranged any sale
with any other purchaser.

Exemption. The Seller understands that the offer and sale of the Stock are
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not being registered under the Securities Act based on the exemption from
registration provided by Rule 506 promulgated under Section 4(2) of the
Securities Act and that the Buyer is relying on such exemption.

Importance of Representations. The Seller understands that the Stock is
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being offered and sold to it in reliance on an exemption from the
registration requirements of the Securities Act, and that the Buyer is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Seller set forth
herein in order to determine the applicability of such safe harbor and the
suitability of the Seller to acquire the Stock.

No Registration. The Stock has not been registered under the Securities Act
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and may not be transferred, sold, assigned, hypothecated or otherwise
disposed of unless such transaction is the subject of a registration
statement filed with and declared effective by the Securities and Exchange
Commission (the "SEC") or unless an exemption from the registration
requirements under the Securities Act is available. The Seller represents
and warrants and hereby agrees that all offers and sales of the Stock shall
be made only pursuant to such registration or to such exemption from
registration. The Seller acknowledges that the Stock shall contain a
restrictive legend in accordance with Rule 144.

Risk. The Seller acknowledges that the purchase of the Stock involves a
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high degree of risk, is aware of the risks and further acknowledges that it
can bear the economic risk of the Stock, including the total loss of its
investment.

Current Information. The Seller has been furnished with or has acquired
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copies of all requested information concerning the Buyer, including a copy
of the Form 10-KSB for the period ending December 31, 2002, and Forms 8-K
filed on March 13, 2003, and April 17, 2003, respectively.

Independent Investigation. The Seller, in making the decision to purchase
-------------------------
the Stock subscribed for, has relied upon independent investigations made
by it and its purchaser representatives, if any, and the Seller and such
representatives, if any, have prior to any sale to it, been given access
and the opportunity to examine all material contracts and documents
relating to this offering and an opportunity to ask questions of, and to
receive answers from, the Buyer or any person acting on its behalf
concerning the terms and conditions of this offering. The Seller and its
advisors, if any, have been furnished with access to all materials relating
to the business, finances and operation of the Buyer and materials relating
to the offer and sale of the Stock which have been requested. The Seller
and its advisors, if any, have received complete and satisfactory answers
to any such inquiries.

No Recommendation or Endorsement. The Seller understands that no federal,
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state or provincial agency has passed on or made any recommendation or
endorsement of the Stock.

Non-Affiliate Status. The Seller is not an affiliate of the Buyer nor is
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any affiliate of the Seller an affiliate of the Buyer.

No Advertisement or General Solicitation. The sale of the Stock has not
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been advertised through any article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over
television or radio; or through any seminar or meeting whose attendees have
been invited by any general solicitation or general advertising.

REPRESENTATIONS AND WARRANTIES OF BUYER. BUYER HEREBY REPRESENTS AND WARRANTS
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TO SELLER AS FOLLOWS:

Organization and Standing. Buyer is a corporation duly organized, validly
---------------------------
existing and in good standing under the laws of the State of Florida. Buyer
has full power and authority to own its assets and operate its business as
heretofore conducted.

Authority to Contract. Buyer has the right, power, legal capacity, and
---------------------
authority to enter into and perform the obligations under this Agreement,
and no approvals or consents of any persons or entities are necessary in
connection with Buyer's performance under this Agreement.

Action. The execution and delivery of this Agreement by Buyer has been duly
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authorized by all necessary corporate action on the part of Buyer, and this
Agreement, when executed and delivered, shall constitute a valid and
binding obligation of Buyer, enforceable in accordance with its terms,
except as such validity and enforceability may be affected by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application relating to or affecting enforcement of creditors' rights.

No Brokers. No broker, finder or similar agent has been employed by or on
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behalf of Buyer in connection with this Agreement or the transactions
contemplated hereby, and Buyer has not entered into any agreement or
understanding of any kind with any person for the payment of any brokerage
commission, finder's fee or any similar compensation in connection with
this Agreement or the transactions contemplated hereby.

No Conflicts. To the best of Buyer's knowledge, the consummation of the
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transactions contemplated by this Agreement will not result in or
constitute any of the following: (1) a breach of any term or provision of
this Agreement; (2) a default or an event that, with notice, lapse of time,
or both, would be a default, breach, or violation of the articles of
organization or operating agreement of Buyer; or (3) an event that would
permit any party to terminate any agreement or to accelerate the maturity
of any indebtedness or other obligation of Buyer.

Disclosure. No representation or warranty by Buyer and no statement or
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certificate furnished or to be furnished by or on behalf of Buyer to Seller
or its agents pursuant to this Agreement contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make
the statements contained herein or therein not misleading.

CONDUCT OF BUSINESS PENDING CLOSING. DURING THE PERIOD COMMENCING ON THE DATE
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HEREOF AND CONTINUING THROUGH THE CLOSING DATE, SELLER COVENANTS AND AGREES
(EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR TO THE EXTENT THAT BUYER
SHALL OTHERWISE CONSENT IN WRITING) TO ENSURE THAT:

Qualification. Seller shall remain in good standing in Florida.
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Access. Buyer and its authorized representatives shall have reasonable
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access to the Assets, the customers of the Business, and Seller's personnel
engaged in the Business in order to verify further Seller's representations
and warranties set forth in this Agreement.

Maintain Assets. Seller shall maintain the Assets in good working condition
---------------
and shall take reasonably steps to insure that the Assets are not damaged,
lost, destroyed or impaired.

Tax Assessments and Audits. Seller shall furnish promptly to Buyer a copy
-----------------------------
of all notices of proposed assessment or similar notices or reports that
are received from any taxing authority and which relate to Seller's
operations for periods ending on or prior to the Closing Date.

ADDITIONAL COVENANTS.
---------------------

Covenants of Seller. During the period from the date hereof through the
-------------------
Closing Date, Seller agrees to:

(a) use commercially reasonable efforts to comply promptly with
all applicable legal requirements with respect to the transactions contemplated
by this Agreement, and shall cooperate promptly with, and furnish information to
Buyer in connection with, any such requirements imposed upon Buyer or upon any
of Buyer's affiliates in connection herewith;

(b) use commercially reasonable efforts to bring about the
satisfaction of the conditions precedent to Closing set forth in Section 0; and

(c) maintain the confidentiality of the transactions contemplated
by this Agreement, and any and all information concerning Buyer and its business
acquired by Seller in connection with this Agreement, for a period of two (2)
years after Closing.

(d) continue to perform any and all obligations required of it
under the Contracts and take any and all lawful measures to protect the rights
and interests owed to it under the Contracts.

Covenants of Buyer. During the period from the date hereof to the Closing
------------------
Date, Buyer agrees to:

(a) use commercially reasonable efforts to comply promptly with
all requirements that applicable legal requirements may impose upon it with
respect to the transactions contemplated by this Agreement, and shall cooperate
promptly with, and furnish information to, Seller in connection with any such
requirements imposed upon Buyer in connection herewith;

(b) use commercially reasonable efforts to obtain any and all of
Buyer's Consents required to be obtained in connection with the transactions
contemplated by this Agreement;

(c) use commercially reasonable efforts to bring about the
satisfaction of the conditions precedent to Closing set forth in Section 0; and

(d) maintain the confidentiality of the transactions
contemplated by this Agreement, and any and all information concerning Seller
and the Business acquired by Buyer in connection with this Agreement, for a
period of two (2) years after Closing.

Further Assurances. At any time and from time to time after the Closing,
-------------------
each party shall, without further consideration, execute and deliver to the
other such other instruments of transfer and shall take such other actions
as the other may reasonably request to carry out the purpose and intent of
this Agreement.

Confidentiality.
---------------

(a) Acknowledgment. Each of Buyer and Seller acknowledges the
--------------
confidential and proprietary nature of the Confidential Information (as defined
below), agrees to hold and keep the same as provided in this Section 0, and
otherwise agrees to each and every restriction and obligation in this Section 0.

(b) Confidential Information. Confidential Information means and
------------------------
includes any and all:

(i) trade secrets concerning the business and affairs of
either Buyer or Seller (the "Provider") provided to the other party (the
"Recipient"), including product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions and ideas, past, current, and planned research and
development, current and planned manufacturing or distribution methods and
processes, customer lists, current and anticipated customer requirements, price
lists, market studies, business plans, computer software and programs, systems,
structures and architectures (and related processes, formulae, composition,
improvements, devices, know-how, inventions, discoveries, concepts, ideas,
designs, methods and information), and any other information, however
documented, that is a trade secret within the meaning of the applicable state
trade secret law); and

(ii) information concerning the business and affairs of the
Provider (which includes historical financial statements, financial projections
and budgets, historical and projected sales, capital spending budgets and plans,
the names and backgrounds of key personnel, and personnel training techniques
and materials, however documented) that has been or may hereafter be provided or
shown to the Recipient by the Provider or by the Provider's representatives or
is otherwise obtained from review of Provider documents or property or
discussions with the Provider's representatives by the Recipient or by the
Recipient's representatives (including current or prospective financing sources)
or representatives of the Recipient's

representatives irrespective of the form of the communication, and also includes
all notes, analyses, compilations, studies, summaries, and other material
prepared by the Recipient or the Recipient's representatives containing or
based, in whole or in part, on any information included in the foregoing. Any
trade secrets of the Provider will also be entitled to all of the protections
and benefits under the applicable state trade secret law and any other
applicable law.

(c) Restricted Use of Confidential Information. The Recipient
------------------------------------------
agrees that the Confidential Information (a) will be kept confidential by the
Recipient and the Recipient's representatives and (b) without limiting the
foregoing, will not be disclosed by the Recipient or the Recipient's
representatives to any person except as expressly otherwise permitted by the
terms of this Section 0. It is understood that the Recipient may disclose
Confidential Information to only those of the Recipient's representatives who
(i) require such material for the purpose of evaluating the Transaction, and
(ii) are informed by the Recipient of the confidential nature of the
Confidential Information and the obligations of this Section 0. The Recipient
further agrees that the Recipient and the Recipient's representatives will not
use any of the Confidential Information either for any reason or purpose other
than to evaluate the Transaction or in any way detrimental to the Provider (it
being acknowledged that any use other than evaluation of and negotiating the
Transaction will be deemed detrimental). The Recipient also agrees to be
responsible for enforcing the terms of this Section 0 as to the Recipient's
representatives and the confidentiality of the Confidential Information and to
take such action, legal or otherwise, to the extent necessary to cause them to
comply with the terms and conditions of this Section 0 and thereby prevent any
disclosure of the Confidential Information by any of the Recipient's
representatives (including all actions that the Recipient would take to protect
its own trade secrets and confidential information).

(d) Exceptions. All of the foregoing obligations and
----------
restrictions do not apply to that part of the Confidential Information that the
Recipient demonstrates (a) was or becomes generally available to the public
other than as a result of a disclosure by the Recipient or the Recipient's
representatives or (b) was available, or becomes available, to the Recipient on
a non-confidential basis prior to its disclosure to the Recipient by the
Provider or Provider's representatives. Nothing contained in this Section 0
shall limit or otherwise apply to Buyer's use and disclosure of the Assets after
the Closing.

(e) Required Disclosure. The Recipient or such Recipient's
-------------------
representative may furnish that portion (and only that portion) of the
Confidential Information that is required to disclose under the applicable
federal and state securities laws.

(f) Return of Confidential Information. If this Agreement is
----------------------------------
terminated for any reason, then (a) the Recipient (i) will promptly deliver to
the Provider all documents or other materials furnished by the Provider or any
of Provider's representative to the Recipient or the Recipient's representatives
constituting Confidential Information, together with all copies and summaries
thereof in the possession or under the control of the Recipient or the
Recipient's representatives, and (ii) will destroy materials generated by the
Recipient or the Recipient's representatives that include or refer to any part
of the Confidential Information, without retaining a copy of any such material
or (b) alternatively, if the Provider requests or gives its prior written
consent to the Recipient's request, the Recipient will destroy all documents or
other matters constituting Confidential Information in the possession or under
the control of the Recipient or the Recipient's representatives. Any such
destruction pursuant to the foregoing must be confirmed by the Recipient in
writing to the Provider (such confirmation must include a list of the destroyed
materials).

(g) Remedies. The Recipient agrees to indemnify and hold the
--------
Provider and its stockholders harmless from any damages, loss, cost, or
liability (including legal fees and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized use or disclosure by the
Recipient or the Recipient's representatives of the Confidential Information or
other violation of this Section 0. In addition, because an award of money
damages (whether pursuant to the foregoing sentence or otherwise) would be
inadequate for any breach of this Section 0 by the Recipient or the Recipient's
representatives and any such breach would cause the Provider irreparable harm,
the Recipient also agrees that, in the event of any breach or threatened breach
of this Section 0, the Provider will also be entitled, without the requirement

of posting a bond or other security, to equitable relief, including injunctive
relief and specific performance. Such remedies will not be the exclusive
remedies for any breach of this Agreement but will be in addition to all other
remedies available at law or equity to the Provider.

Press Releases. Except as required by applicable law, Seller shall not make
--------------
any public statement or press releases concerning this Agreement or the
transactions contemplated hereby except for such written information as
shall have been approved in writing as to form and content by Buyer, which
approval shall not be unreasonably withheld. Notwithstanding the foregoing,
following the Closing, Buyer may announce its ownership of the Assets.

CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. THE OBLIGATIONS OF BUYER TO
-------------------------------------------
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SUBJECT TO THE
SATISFACTION, AT OR PRIOR TO THE CLOSING DATE, OF THE FOLLOWING CONDITIONS:

Covenants. Seller shall have performed and complied with, in all material
---------
respects, all covenants, agreements and conditions required by this
Agreement to be performed or complied with prior to or at the Closing,
including without limitation, delivery of those documents and things
required by Section 2(a) above.

Representations and Warranties. All of the representations and warranties
------------------------------
made by Seller in this Agreement shall be true, accurate, complete and
correct in all material respects at and as of the Closing Date as though
such representations and warranties were made at and as of the Closing
Date.

Actions Affecting Closing. No suit, action, investigation, inquiry or other
-------------------------
proceeding by any governmental body or other person or legal or
administrative proceeding shall have been instituted or threatened which
questions the validity or legality of the transactions contemplated hereby.

Consents. All necessary agreements and consents of any person or entity to
--------
the consummation of the transactions contemplated by this Agreement shall
have been obtained.

Adverse Changes. During the period from the Effective Date to the Closing
---------------
Date, there shall not occur any materially adverse change in the
operations, financial condition, liabilities, Assets, or prospects of the
Business.

Payment of Taxes. All past due or preexisting tax liabilities of Seller,
----------------
including all sales, use, property, payroll, withholding and any other
federal, state or local taxes and assessments, shall be paid by Seller on
or before the Closing Date.

Approval of Documentation. The form and substance of all certificates,
-------------------------
instruments, opinions, and other documents delivered to Buyer under this
Agreement, shall be satisfactory in all reasonable respects to Buyer and
its counsel.

Stockholders Consent. The sale of Assets pursuant to this Agreement shall
---------------------
have been approved by the requisite votes of the stockholders of Seller
pursuant to Seller's Certificate of Incorporation, as amended, and in
accordance with Florida law.

CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE. THE OBLIGATIONS OF SELLER TO
--------------------------------------------
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SUBJECT TO THE
SATISFACTION, AT OR PRIOR TO THE CLOSING, OF THE FOLLOWING CONDITIONS:

Covenants. Buyer shall have performed and complied with, in all material
---------
respects, all covenants, agreements and conditions required by this
Agreement to be performed or complied with prior to or at the time of
Closing, including without limitation, delivery of those documents and
things required by Section 2(b) above.

Representations and Warranties. All of the representations and warranties
------------------------------
made by Buyer in this Agreement shall be true, accurate, complete and
correct in all material respects at and as of the Closing Date as though
such representations and warranties were made at and as of the Closing
Date.

Actions Affecting Closing. No action shall be pending or threatened before
-------------------------
any governmental entity in which it is sought to restrain or prohibit or to
obtain damages or other relief in connection with this Agreement or the
consummation of the transactions contemplated hereby, and no investigation
that might eventuate in any such action shall be pending or threatened.

No Litigation. No order of any court shall have been issued or entered
-------------
which would be violated by the completion of the transactions contemplated
hereby. No person or entity who or which is not a party to this Agreement
shall have commenced or threatened to commence any Litigation seeking to
restrain or prohibit, or to obtain substantial damages in connection with,
this Agreement or the transactions contemplated by this Agreement.

Consents. All necessary agreements and consents of any person or entity to
--------
the consummation of the transactions contemplated by this Agreement shall
have been obtained.

Approval of Documentation. The form and substance of all certificates,
-------------------------
instruments, and other documents delivered to Seller under this Agreement
shall be satisfactory in all reasonable respects to Seller and its counsel.

Stockholders Consent. The sale of Assets pursuant to this Agreement shall
--------------------
have been approved by the requisite votes of the stockholders of Seller
pursuant to Seller's Articles of Incorporation, as amended, Bylaws, as
amended, and in accordance with Florida law.

POST-CLOSING COVENANTS.
----------------------

No Retention of Employees. Buyer has made no commitment to assume or
-------------------------
otherwise acquire any employment relationship that may exist between Seller
and Seller's employees as of the Closing Date.

Resale Permit. Upon request, Buyer shall provide Seller with evidence as
-------------
required by the State of Florida in connection with Florida sales tax to
show the purchase of the Inventory is for resale purposes.

Use of Trade Names. After the Closing Date, neither Seller nor its
------------------
affiliates shall use or employ in any manner, directly or indirectly, the
following trade names: (a) Smart Biometrics; (b) Biometrics; or any
substantially similar names.

TERMINATION. THIS AGREEMENT MAY BE TERMINATED AT ANY TIME PRIOR TO THE CLOSING:
-----------

(a) by mutual consent of Buyer and Seller;

(b) by Seller, on the one hand, or by Buyer, on the other hand, by
written notice to the other party or parties hereto if the sale of Assets shall
not have been consummated on or before July 15, 2003 (or such later date as
Buyer and Seller may agree), provided that in the case of a termination under
this clause (b), the party or parties terminating this Agreement shall not then
be in material breach of any of their obligations under this Agreement;

(c) by Buyer if there has been a material misrepresentation, material
breach of warranty or material breach of covenant by Seller under this Agreement
and Buyer is not then in material default of Buyer's obligations hereunder;
provided, however, Seller shall have thirty (30) days after receiving written
notice of such breach to cure; or

(d) by Seller if there has been a material misrepresentation,
material breach of warranty or material breach of covenant by Buyer under this
Agreement and Seller is not then in material default of its obligations
hereunder; provided, however, Buyer shall have thirty (30) days after receiving
written notice of such breach to cure.

Upon termination of this Agreement as provided above, this Agreement shall
terminate and there shall be no liability or obligation thereafter arising on
the part of any party hereto or their respective directors, officers, employees,
agents or other representatives; provided, however, in the event of termination
of this Agreement as provided in clause (b), (c) or (d) of this Section 0, such
termination shall be without prejudice to any rights that the terminating party
may have against the

breaching party or parties or any other person under the terms of this Agreement
or otherwise.

INDEMNIFICATION.
---------------

Indemnification by Seller. From and after the Closing, Seller, jointly and
-------------------------
severally, shall indemnify, defend and hold harmless Buyer and its
shareholders, officers, directors, managers, constituent members,
constituent partners, beneficiaries, trustees, affiliates, agents,
employees, representatives, assigns, attorneys, heirs, predecessors, and
successors (collectively, "Buyer's Indemnified Parties") from and against
any and all claims, demands, actions, causes of action, judgments,
settlements, losses, damages, liabilities, compromises, injuries, lawsuits,
deficiencies, obligations, costs and expenses, including reasonable
attorneys' fees, expert witness fees and related costs as incurred by
Buyer, including any and all costs associated with defense of this
Agreement or the transactions contemplated herein, or any other claim
before a bankruptcy court or other court, trustee or receiver regarding
this Agreement, the Assets or the transactions contemplated herein
(collectively, "Claims"), whether such Claims are fixed or contingent, that
any Buyer's Indemnified Parties shall incur or suffer, that arise, result
from or relate to:

(a) any breach of, or failure by Seller to perform, any of its
representations, warranties, covenants, or agreements set forth in this
Agreement;

(b) any event or circumstance occurring prior to the Closing
which is attributable or related to the operation or ownership of the Business
or Assets by Seller; or

Indemnification by Buyer. From and after the Closing, Buyer shall
------------------------
indemnify, defend and hold harmless Seller and their respective
shareholders, officers, directors, managers, constituent members,
constituent partners, beneficiaries, trustees, affiliates, agents,
employees, representatives, assigns, attorneys, heirs, predecessors, and
successors (collectively, "Seller's Indemnified Parties") from and against
any and all Claims, whether such Claims are fixed or contingent, that any
Seller's Indemnified Parties shall incur or suffer, that arise, result from
or relate to:

(a) any breach of, or failure by Buyer to perform, any of its
representations, warranties, covenants, or agreements in this Agreement but
subject to each and all of the terms, conditions and limitations set forth
therein; or

(b) any event or circumstance occurring following the Closing
which is attributable or related to the operation or ownership of the Assets by
Buyer.

Survival. Notwithstanding any provision of this Agreement to the contrary,
--------
the indemnity obligations of the parties in this Section 0 and the
covenants set forth in Section 0 and Section 0 shall be deemed to be
continuing and shall survive the Closing.

GENERAL PROVISIONS.
------------------

Destruction of Property. If any of the Assets shall be substantially
-----------------------
damaged or destroyed by fire or other cause prior to Closing, Seller shall
immediately notify Buyer and furnish Buyer a written statement of the
amount of insurance, if any, payable on account thereof. In the event of
such damage or destruction, Buyer may elect (i) to require that Seller
restore the Intellectual Property to the condition on the date of this
Agreement or (ii) to declare this Agreement null and void.

Notices. All notices and other communications under or in connection with
-------
this Agreement shall be in writing and shall be deemed given (a) if
delivered personally, upon delivery, (b) if delivered by registered or
certified mail, return receipt requested, upon the earlier of actual
delivery or three days after being so mailed, or (c) if given by telecopy,
upon confirmation of transmission by telecopy, in each case to the parties
at the following addresses:

(a) If to Buyer, addressed to:
SEQUIAM BIOMETRICS, INC.
Attn: Xx. Xxxx Xxxxxxxxxxx
000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000

With a copy to:
XXX & XXXXXXX LLP
Attn: Xxxxxxx X. Xxx, Esq.
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000

(b) If to Seller, addressed to:
SMART BIOMETRICS, INC.
Attn: Xxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000

Severability. The provisions of this Agreement are intended by the parties
------------
to be severable and divisible, and the invalidity or unenforceability of a
provision or term herein shall not invalidate or render unenforceable any
other provision or term of this Agreement.

Entire Agreement. This Agreement, including the exhibits and schedules
----------------
attached hereto and other documents referred to herein, contains the entire
understanding of the parties hereto in respect of its subject matter and
supersedes all prior and contemporaneous agreements and understandings,
oral and written, between the parties with respect to such subject matter.

Successors and Assigns. This Agreement shall be binding upon and inure to
----------------------
the benefit of Buyer and Seller and their respective successors, heirs and
assigns; provided, however, that no party shall directly or indirectly
transfer or assign any of such party's respective rights or

obligations hereunder in whole or in part without the prior written consent
of the other party, and any such transfer or assignment without said
consent shall be void. Subject to the immediately preceding sentence, this
Agreement is not intended to benefit, and shall not run to the benefit of
or be enforceable by, any other person or entity other than the parties
hereto and their permitted successors and assigns.

Counterparts. This Agreement may be executed in one or more counterparts,
------------
each of which shall be deemed an original, but all such counterparts
together shall constitute but one and the same Agreement.

Attorneys' Fees. In the event of any legal, equitable or administrative
----------------
action or proceeding (each, a "Proceeding") brought by any party under this
Agreement, the prevailing party shall be entitled to recover the reasonable
fees of its attorneys and any costs incurred in such Proceeding, including
costs of appeal, if any, in such amount that the court or administrative
body having jurisdiction over such Proceeding may award.

Arbitration. If a dispute or claim shall arise with respect to any of the
-----------
terms or provisions of this Agreement, then either party may, by notice as
herein provided, require that the dispute be submitted under Commercial
Arbitration Rules of the American Arbitration Association to an arbitrator
in good standing with the American Arbitration Association within fifteen
(15) days after such notice is given. Any such arbitrator so selected is to
mutually acceptable to both parties. If both parties are unable to agree
upon a single arbitrator, each party shall appoint one (1) arbitrator. If
either party does not appoint an arbitrator within five (5) days after the
other party has given notice of the name of its arbitrator, the single
arbitrator appointed by the party giving notice shall be the sole
arbitrator and such arbitrator's decision shall be binding upon both
parties. If two (2) arbitrators are appointed, these two (2) shall appoint
a third arbitrator who shall be the sole arbitrator who shall resolve the
dispute. The written decision of the single arbitrator ultimately appointed
by or for both parties shall be binding and conclusive on the parties. All
proceedings before the arbitrator shall be held in Orange County, Florida
unless another location is agreed to by the parties.

Survival. Except as expressly provided herein, the representations,
--------
warranties, agreements and indemnities contained in this Agreement shall
survive the execution and delivery of this Agreement and the completion of
the transactions contemplated herein.

Incorporation. The recitals, schedules and exhibits to this Agreement are
-------------
incorporated herein and, by this reference, made a part hereof as if fully
set forth in each section of this Agreement as applicable.

Amendment. This Agreement may be amended at any time by a written
---------
instrument executed by Buyer and Seller. Any amendment effected pursuant to
this Section shall be binding upon all parties hereto.

Waiver. Any term or provision of this Agreement may be waived in writing at
------
any time by the party or parties entitled to the benefits thereof. Any
waiver effected pursuant to this Section shall be binding upon all parties
hereto. No failure to exercise and no delay in

exercising any right, power or privilege shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, power or privilege
preclude the exercise of any other right, power or privilege. No waiver of
any breach of any covenant or agreement hereunder shall be deemed a waiver
of any preceding or subsequent breach of the same or any other covenant or
agreement.

Construction. The section and subsection headings used herein are inserted
------------
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. As used in this Agreement, the masculine,
feminine or neuter gender, and the singular or plural, shall be deemed to
include the others whenever and wherever the context so requires.

Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Florida, County of Orange without
giving effect to any principle or doctrine regarding conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the Effective Date.

"SELLER"

SMART BIOMETRICS, INC.,
a Florida corporation

By:
-------------------------------
Xxxxx X. Xxxxxxx, Chairman

"BUYER"

SEQUIAM BIOMETRICS, INC.,
a Florida corporation

By:
----------------------------------------------
Xxxxxxxx XxxxxxXxxxxx, President and CEO

SCHEDULE 0(c)

NAMES AND LOGOS

1. SMART BIOMETRICS, INC.
2. SMART BIOMETRICS
3. SBI FINGERPRINT LOGO

[Please attach logos]

SCHEDULE 0(c)

SCHEDULE 0(d)

PATENT APPLICATION

1. United States Provisional Patent Application No. 60/302,154.
2. United States Nonprovisional Patent Application No. 10/185,453.

SCHEDULE 0(d)

SCHEDULE 1.1(e)

TRADEMARKS / TRADEMARK APPLICATION

ARTICLE 1. 1. SMART BIOMETRICS
ARTICLE 2. 2. TRADEMARK APPLICATION, SERIAL NO. 78230740

SCHEDULE 0(e)

SCHEDULE 1.1(f)

CONFIDENTIALITY AGREEMENTS

1. Sequiam Corporation: 000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000
2. Access Orlando: 000 X Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
3. ACCI Meotrix, Inc.: 0000 X Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
4. ACI Worldwide, Inc.: 000 Xxxxx 000xx Xxxxxx, Xxxxx, XX 00000
5. Accurate Reproductions: 0000 Xxxxxx Xxxxxxxxx
6. Akron Porcelain & Plastics Co.: X.X. Xxx 00000, 0000 Xxxx Xxxxxx, Xxxxx, XX
00000-0000
7. AMPS Wireless Data, Inc.: 0000 X Xxxxxx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000
8. Xxxxx Xxxxx: 000 Xxxxxx X, XX Xxx 000, Xxxxxx Xxxxx, XX 00000
9. Applied Biometrics Products, Inc.: 000 Xxxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000
10. Applied Manufacturing Concepts: 000 Xxx Xxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000
11. Axcess, Inc.: 0000 Xxxxxxxxx, Xxxxxxxxxx, XX 00000
12. Xxxxxx X. Xxxxx/Bayer: 000 Xxxxxxxx Xxxxx, Xx. Xxxxxxxx, XX 00000
13. Bio Met Access Co, LLC: Springfield, MD
14. Biometric Security Solutions, Inc.: 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, XX
00000
15. CBX/BUD Ind.: 0000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxxxx, XX 00000
16. CISA: Xxx Xxxxxxx, 00, 00000 XXXXXX (XX) - Xxxxx
17. Xxxxx Xxxx: 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, XX 00000
18. Computech Business Systems, LC: 0000 Xxxxxxx Xxxxxxxxxx X, Xxxxxxx Xxxxx,
XX 00000
19. Conelec of Florida, Inc.: 000 Xxxxxxxx Xxxx, Xxxxxxx, XX 00000
20. Contec Electronics: 0000 Xxxxxxxxxx Xxxxx, Xxx Xxxxxx, XX 00000
21. Control Electronics & Ass., Inc.
22. CET: 000 Xxxxxx Xxxxx, Xxxxxxx, XX 00000
23. Xxxxxxx XxXxxxxx, Xx., Inc.: 0000 Xxxxxxx Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000
24. Diligent Consulting: 0000 Xxxx Xxxxxx, Xxxxxxxxxx, XX
25. Xxxxx X. Xxxxxxxxx: 000 Xxxxxx Xxxx, Xxxxxxx, XX
26. DOF, Et Al: X.X. Xxx 000000 Xxxxxxx, XX 00000
27. Xxxxxxx Associates Limited, Inc.: 0000 Xxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxx
Xxxx, XX 00000
28. Xxxxx Xxx Xxxxxxx: 00000 Xxxxxxxx Xxxxxx #000, Xxxxxx, XX 00000
29. Volume & Velocity, Inc.: 0000 XX 0xx Xxxxxx, Xxxxx, XX 00000
30. Electronic Manufacturing Services: 0000 Xxxxxx Xxxxx Xxxxxx, Xx. Xxxxxxxx,
XX
00. Electro World, Inc.: 000 Xxxxx Xxxxxx, Xxxxxx, XX 00000
32. Emerald Capital Group: 000 X Xxxxxx Xxxxxx, Xxxxxxx, XX
33. FAB-TECH Industries: 000 Xxx Xxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000
34. Florida State University School, Inc.: FSU 4420, Xxxxxxxxxxx, XX 00000-0000
35. FM Corporation: 0000 Xxxxxx Xxxx, X.X. Xxx 0000, Xxxxxx, XX 00000-0000
36. Food Services Solutions
37. Good Health Network, Inc.: 000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
38. Xxxxx X. Xxxxxxxxx of Insurance by Xxx Xxxxx, Inc.
39. HCS Financial Inc. and Xxxx Xxxxxx: 000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx Xxxxxxx, XX 00000
40. Harmony Castings: 000 Xxxxx Xxxxxxx, Xxxxxxx, XX 00000

SCHEDULE 0(f)

41. Homak Mfg. Co.: 0000 X 00xx, Xxxxxxx Xxxx, XX
42. iGate, Inc.: 000 Xxxxx 0xx Xxxxxx Xxx 000, Xxxxxxxxxx, XX 00000
43. Jestertek, Inc.: 000 Xxxxxxx Xxxxx, Xxxxxxxx, XX 00000
44. Keen Machine & Sheet Metal, Inc.: 000 X Xxxxx, Xxxxx X, Xxxxxxxxx, XX 00000
45. Kinetics: 000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxx Xxxx, XX 00000
46. TransAtlantic Finance, Ltd.: 0000 Xxx Xxx Xxxx Xxxx, Xxxxx 000, Xxxxxx
Xxxxxxx, XX 00000
47. Leapfrog Global IC Products, Inc.: Maitland, FL
48. Leapfrog Smart Products, Inc.: 0000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX
49. Loyalty Real Time, LLC: 0000 Xxxxxx Xxx Xxxxx, Xxxxx, XX 00000
50. LR Alliance Mfg., Inc.: 0000 XX 000xx Xx. Xx., Xxxxxxxx, XX 00000
51. DTI Industries, Inc.: Orlando, FL
52. Xxxx Design, Inc.: 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, XX
53. Manufacturing Solutions, Inc.: 0000 X. Xxxxx Xxxx 000, Xxxxxxxx, XX 00000
54. Xxxxx Xxxxxxx of Mastronet: 0000 X. 00xx Xxxxxx, Xxxxx 000
55. Metal Essence, Inc.
56. Metal Form, Inc.: 0000 Xxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX
57. Meeke, Dorman & Company, P.A.: 0000 X. Xxxxx Xxxx 000, Xxxxx 0000
58. Xxxxxxxx River Association: X.X. Xxx 000000, Xxxxxx, XX 00000
59. Xxx XxXxxxx of CalTex Marketing Group, Inc.: 0000 Xxxxxxx Xxxxxx, Xxxxxxx,
XX 00000
60. Xxx Xxxxxxx of Xxxxxxx Xxxxxxx Ins.: 000 X Xxxx. Xxxxxx, Xxxxxx XX
61. Xxxxxx Xxxxx of Molex, Inc.
62. Mossberg Group, Inc. & It's Affiliates: Daytona Beach, FL
63. nView Corporation: 000 Xxxx Xxxxxxxxx, Xxxxxxx Xxxx, XX 00000
64. Mnemonics, Inc.: 0000 Xxx Xxxx, Xxxxxxxxx, XX 00000
65. nSuite Technologies, Inc.
66. Option Technologies Interactive, LLC: 0000 00xx Xxxxxx XX, Xxxxxxx, XX
00000
67. OTB Services LLC: 0000 00xx Xxxxxx, Xxxxxxx, XX 00000
68. ORGA Card Systems, Inc.
69. OTI America, Inc.: 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx Xxxxx, XX 00000
70. PAR Worldwide Group, Inc.: 0000 Xxxxxx Xxx, Xxxxxxxxxxx, XX 00000
71. P.S.A.: X.X. Xxx 0000, Xxxxxxx Xxxxx, XX 00000
72. PA Sports: X.X. Xxx 0000, Xxxxxxx Xxxxx, XX 00000
73. PFI Plastics: 0000 Xxxxxx Xxxxxx, Xxxxxxx XX 00000
74. Xxxxxxx Xxxxxx of Developing Technologies and Research, Inc.
75. Photocircuits Corporation: 00 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
76. Polymer Flip Chip Corporation: 0 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000
77. POSH Mfg. Ltd.: #0-0000 Xxxxxxx Xxxx, Xxxxxxxx, X.X., Xxxxxx X0X 0X0
78. Progressive Engineering: 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
79. Protegrity: 0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
80. QXI: 000 X Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
81. Ram Computers: 000 Xxxxxxxx Xxxxxxx Xxxx, Xxxxxxx, XX 00000
82. Rainbow BioTech Pty Ltd.: Xxxxx 00, 00 Xxxxxx Xxxxxx, Xxxxx Xxxxxx, XXX,
Xxxxxxxxx, 2060
83. Reinforced Plastics Ind. Inc.: 000 Xxxxxxx Xxxx, Xxxxx, XX 00000
84. REK Manufacturing Inc.: 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx, XX
85. REPS Inc.: 0000 Xxxxx Xxxxx X, Xxxxxxxxx, XX 00000
86. Xxxxxxxxx Xxxxxxx of Xxxxxxx Wave: 000 X Xxxxxxx Xxxxxx #0, Xxxxxx Xxxx, XX
00000

SCHEDULE 0(f)

87. SCM Microsystems, Inc.: 000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX 00000
88. SFI, Inc.: 0000 X Xxxxxxx Xxxx, Xxxxxxx, XX 00000
89. Systems Integration Solutions, Inc.: 0000 Xxxxxxx Xxxx Xxxxx, Xxxxx 000,
Xxxxx, XX 00000
90. SAGEM MORPHO, Inc.: 0000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000
91. Schlumberger Technologies, Inc.: 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxx, XX
00000
92. Securenet Solutions: 000 Xxxxxx Xxxxxx Xxxxxx, Xxxxx X, Xxxxxx Xxxxxx, XX
00000
93. Smart Go'fer: 000 Xxxxxx Xxxxxx Xxxxxx #0000, Xxxxxxxxx Xxxxxxx, XX 00000
94. Southeastern Engineering: 0000 Xxxxxxxx Xxxxxx XX, Xxxx Xxx, XX 00000
95. Solutions Mfg., Inc.: 0000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000
96. Xxxxx X. Xxxxxxx: 0000 Xxxxxx Xxxx Xxxxxx X, Xxxxxx Xxxxxxx, XX 00000
97. T-Xxxxxxxx Xxxxxxx: Australia
98. Sunray's Web Creations
99. TPI-Arcade, LLC: 0000 Xxxxx 00, Xxxxxx, XX 00000
100.Xxxx Xxxxx of TTI Inc.
101.TEK Industries, Inc.: 00 Xxxxxx Xxxx, Xxxxxxxxxx, XX 00000
102.Tropical Lock & Security, Inc.: 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxx, XX 00000
103.Vivid Design: Delan, FL
104.Volaris Communications: 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxx Xxxx, XX
00000
000.Xx Vorkeller

SCHEDULE 0(f)

ARTICLE 3. SCHEDULE 1.1(g)

ARTICLE 4.

ARTICLE 5. CONTRACTS

ARTICLE 6.

--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 7. Second-Party(ies) Names ARTICLE 8. Title of Agreement ARTICLE 9.
Date

--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 10. Jestertek, ARTICLE 11. Sales Representative Agreement ARTICLE 12.
Inc. 4/30/01
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 13. SAGEM ARTICLE 14. Value-Added Reseller Agreement ARTICLE 15.
MORPHO, Inc. 3/12/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 16. Xxx Xxxx & ARTICLE 17. Distributorship Agreement ARTICLE 18.
Associates, LLC 3/21/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 19. The Quasar ARTICLE 20. Distributorship Agreement ARTICLE 21.
Group, LLC 4/12/2002
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 22. Sales ARTICLE 23. Distributorship Agreement ARTICLE 24.
Consortium, Inc. 4/19/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 25. OTB ARTICLE 26. Joint Venture Agreement ARTICLE 27.
Services LLC 5/1/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 28. The Quasar ARTICLE 29. Stock Purchase Agreement ARTICLE 30.
Group, LLC 7/15/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 31. Xxxxxxx ARTICLE 32. Master Agreement for Services ARTICLE 33.
Associates Limited, Inc. 8/19/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 34. Artemis ARTICLE 35. Distributorship Agreement ARTICLE 36.
Solutions Group, LLC 9/26/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 37. Xxxxxxx ARTICLE 38. Development, Production, License ARTICLE 39.
Associates Limited, Inc. And Distribution Agreement 10/1/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 40. American ARTICLE 41. Distributorship Agreement ARTICLE 42.
Biometrics Systems, Inc. 10/16/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 43. Biometric ARTICLE 44. Distributorship Agreement ARTICLE 45.
Security Solutions, Inc. 11/19/02
--------------------------------------- -------------------------------------------------- ---------------
ARTICLE 46. BioMet ARTICLE 47. Distributorship Agreement ARTICLE 48.
Access, LLC None
--------------------------------------- -------------------------------------------------- ---------------

SCHEDULE 0(g)

ARTICLE 49. SCHEDULE 1.1(h)

ARTICLE 50.

TANGIBLE PROPERTY

Software Equipment
Music - Vol. 1 Music Trax Apple Laser Pro
Music - Ultimate Club Mix Panasonic Phone
Family Dictionary Umax Astra 1220S Scanner
Book Shop Diamond Supra Express 56K Modem
Best Products of the Year 16" Color Monitor
Scan Maker X6EL Software Keyboard
Music - Priceless Jazz Sampler Sharp Vision Projector
Spell Tool Xxxx Phone
The Palms NEC Monitor
File Maker Magnavox Antenna
Plug in the Power Panasonic Phone
Developer Central & Net Innovations Xerox Work Centre Xi70C
HP Deskjet 1220C Starter CD Refrigerator 20 Cbft
Power Photo's Starter Kit Xxxxxxx Microwave
Volume IV My Change Ibico Binding Machine
Music - Laserlight - New York Swing Boston Paper Cutter
OP Limited Edition NEC JC Monitor 17"
Xxxxxxxx Edition 12 Macintosh Powerbook 5300 CS
Maccube Education Volume 4 Brother IntelliFax 1450 MC Machine
Maccube Mutlimedia Volume 6 Apple Laser Pro
Maccube Home & Office Volume 5 Sharp UX-1100 Fax Machine
Maccube Internet Mac Utilities Volume 7 Sharp Carousel Microwave
Pagis HP Deskwriter 660C Printer
Laser Fax 3.5 Lite Macintosh 12" Monitor
Xerox Work Centre XI Series NT Installer Time Clock
Iomega Vision Service paper Port
ISP Version 17 Black GST America Phones
Model Sales & Marketing Letters 1 Burgundy GST America Phone
MD 5000 Alps Installation Disk Version 1.1 Supra Express 33.6 Modem
Retrospect Macintosh Scanner
The Disc May 99 3 Macintosh Keyboards
Print Artist 5 Generic Keyboards
Websters International Encyclopedia 99 Scanco Maker 11SP
Delorme Street Atlas USA 4.0 2 Apple Monitors 12"
Macintosh Performa CD Paymaster Checkwriter
Calendars & More Boston Electronic Letter Opener
0000 Xxxxxxx Multimedia Encyclopedia Freight master 100 Electronic Scale
Movie Pics Version 4.5 Electric Power Condenser
Masterclips 1-32 Mac Aires 8088 Computer Hard Drive
Masterclips 1-3 Dover Mac Southwest Binding Machine
Masterclips Photo's 1-3 Mac Unix Monitor
Masterclips Photo's 4 Screen Res Mac 2 Photo Developing Lights

SCHEDULE 0(h)

Masterclips Photo's NASA Objects Mac Photo Developing Controller

SCHEDULE 0(g)

SOFTWARE, CONT'D. EQUIPMENT, CONT'D
Masterclips Web Art Mac Apple 10' Monitor
Masterclips Animated GIF Radius Pivot Monitor 12"
Security & Netwrok Tools Power on Software TElex Cassette Copier
Canon Creative & Printer Setup Bedford Computer Hard Drive
3000 Photo Gallery Expert Software TSD Hard Drive
Visions of America Volume 20 Xxxxxx Xxxx AGFA Hard Drive
3000 Photo Gallery #2 Expert Software 2 Panasonic KX-P1624
2000 Sound Efects Volume 1 Hifax 17 Fax Machine
Light Point Learning Solutions Video Projector 3 Light
Click Art Express Xxxxxx Fax/Copier
Appleworks 5 2 Laserwriter 11 Printers
Greatest Moments of the 20th Century Toshiba Phone system
Holiday Clip Art Volume 1 & 2 Wireless Camera
Canon Creative Paper Shredder
Jump & Start 2nd Grade Vacuum
Jump & Start Kindergarden 2 Computers - Generic
Courseware Solution Microwave
Learning @ The Speed of Change Paint sprayer
Complete Home/Office Legal Guide HP 930C Printer
Compton 99 Encyclopedia Welder - Holox
Restore CD - emachine Pallet Xxxx
Xxx Xxxxx Wrench
Learn to Speak Spanish Saw - Delta 2C
Using HTML Manual Conveyor System
The Disc May 97
Max Your Mac FURNITURE & FIXTURES
Digital Chisel 3 3 Xxxxx 5 Shelf Bookcases
Net Power 2 Xxxx/Black Secretary Desks
InDesign Printer Stand Xxxx
Pagemaker 6.5 Two Shelf End Table White/Xxxxx
Photo Delux 2 Metal File Cabinets
Word Perfect White/Wood Computer Desk
Microsoft Word 1 Upright Green Back Chair
Adobe Press Ready 1 Metal Burgundy Chair
Grade Machine Xxxxx City Software Xxxx Round table
Product Demonstartions Xxxx Desk 4 Drawers
Comstocks 3 Shelf Metal TV Stand
125,000 Art Explosion Volume 5 & 7 3 Blue Chairs
Click Art Express 1 Blue Chair
Spell Tools Version 1.3.2 F Conference Table
Music for Multimedia White Board in Wall Cabinet
Sportware Golf 3'x6' Display Board
Adobe Photoshop 5.0 Tour & Training 2 5 Shelf Bookcases Light Xxxxx
Adobe Photoshop 4.0 LE 2 4 Shelf Bookcases Dark Xxxxx
USB Drive Software 1.9 for Cyber Shot 4 Metal/Burgundy Chairs
INCA Son Vol IV MiCambio 2 Cream Metal Chairs

SCHEDULE 0(g)

Intellianance Macintosh Version 2.0.1 Disk Fan 3'x3' cage
SOFTWARE, CONT'D. FURNITURE & FIXTURES, CONT'D.
Claris Impact 2.0 2 Black Leather Chairs
3055 Stock Photos 1 Wood/Xxxx trim Desk with Hutch
open Card Framework Software Development Kit 2 Wood 5 Shelf Bookcases
Draw Tools Version 1.0.1 Macintosh 1 Wood/Xxxx Desk
Paper & Textiles Stock Images Multimedia Tools 1 Wood Printer Stand Small
Alps Adobe Photo Deluxe 3.0 1 Wood printer Stand 2 shelf
Too May Typefonts by Chestnut 1 Wood End Table
CD Clip Art Collection #2 Mac 1 Metal Copier Cabinet
125,000 Art Explosion Volume #2 2 Metal Folding Chairs
3,500 Color Clip Art Expert Software 2 Cream Metal Chairs
Clip Art Newletters Expert Software Xxxx Table
Corel Gallery 10,000 Clip Art Images 2 Black 3-light Halogen Lamps
Key Clip Art Softkey 1 Blue Chair
125,000 Art Explosion #10 Dark Blue Chair
Illustrator Type Magic 5 Metal Burgundy Chairs
Masterclips Videos & Fonts 2 Light Xxxxx 5 Shelf Bookcases
Multimedia Clips Multimedia Tools 4 Dark Xxxxx 5 Shelf Bookcases
Clip Art Maps & Landmarks One White Lamp
125,000 Art Explosion #6 2 Door Metal Office Supply Cabinet
125,000 Art Explosion #8 Wood Desk Large 5 Drawer
Appleworks 5 Radio Shack Printer Cabinet
Key Photoclips Softkey 4 3x4 bulletin Boards
Key Photoclips #2 Softkey Xxxxx Folding Table 6'x2 '
MGI Photo Suite 8.0 1 White Metal Chair
10,000 Graphics Pack Volume 1 5'x4' White Board
Professional Multimedia 2 Folding Tables 2'x3'
Copernicus Multimedia Images Pierian Spring 2 Partitions 4'x6' Xxxx
ARCsoft Photo Fantasy 2000 White Step Ladder 2'
Headline & Text Fonts Multimedia Tools 2 Partitions 4'x5' Maroon
Typefonts 1 Blue Chair
Topex/Poseidon Volume TP1 0001 Metal Shelving
Music - Priceless Jazz Sampler 5 3 Halogen Lamps
2000 Music Clips Media Graphics 2 Folding Chairs metal
WAV Sound Effects Home Ofc Help 2 Black Shelf Cabinets
Music - K-Tel Hooked on Classics 1 Blue Rolling Chair
Music - Great American Composers Metal 5 Drawer Desk
Tune Your Brain Wood 2 Drawer Small Desk
Music - Hooked on Swing 3 K-Tel 2 Xxxx Metal Desk Ends
Music - Premium Collection Sax on the Rocks 1 2-Drawer Xxxx Metal letter File Cabinet
3,500 Color Clip Art Expert Software L-Desk/Credenza Light Xxxxx
Synthesizer Spectactular #1 & 2 10 Leather Conf. Chairs High back
Sound EFX Multimedia Tools Silver Work Station & Corner
Metro 5 Cakewalk Desk & Credenza Glass Tops
Photoframe 2.0 Avenue/Quark 16 Black Chairs - Assembly
125,000 Art Explosion Volume # 13 2 Xxxx Metal Box Carts
Americas Learning Exchange Beige 4-Drawer Lateral File
2 Yellow Hand Trucks

SCHEDULE 0(g)

FURNITURE & FIXTURES, CONT'D.
Divider Panels
2 Lt. Wood 2-Drawer Lateral Files
2 Beige 4-Drawer Lateral Files
Folding Room Divider

SCHEDULE 0(g)

SCHEDULE 0

ALLOCATION OF PURCHASE PRICE

------------------------------------------- ----------------------------
ARTICLE 51. Asset ARTICLE 52. Allocation
------------------------------------------- ----------------------------
ARTICLE 53. 1. INTELLECTUAL PROPERTY, ARTICLE 54. $700,000.00
INCLUDING PATENT AND
TRADEMARK APPLICATIONS
------------------------------------------- ----------------------------
ARTICLE 55. 2. INVENTORY ARTICLE 56.
------------------------------------------- ----------------------------
ARTICLE 57. 3. PRODUCTION EQUIPMENT, ARTICLE 58. $50,000.00
FURNITURE, COMPUTERS,
SOFTWARE, MOLDS AND
TOOLING
------------------------------------------- ----------------------------
ARTICLE 59. ARTICLE 60.
------------------------------------------- ----------------------------

SCHEDULE 0

EXHIBIT "A"
-----------

ASSIGNMENT OF LICENSES, CONTRACTS, AND OTHER
--------------------------------------------
INTANGIBLE PROPERTY AND ASSUMPTION AGREEMENT
--------------------------------------------
(Smart Biometrics to Sequiam Biometrics)

THIS ASSIGNMENT OF LICENSES, CONTRACTS, AND OTHER INTANGIBLE PROPERTY AND
ASSUMPTION AGREEMENT ~ Smart Biometrics to Sequiam Biometrics (this
"Assignment"), is made effective as of _________, 2003 (the "Effective Date"),
by and between SMART BIOMETRICS, INC., a Florida corporation ("Assignor"), and
SEQUIAM BIOMETRICS, INC., a Florida corporation ("Assignee").

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, Assignor hereby assigns and transfers unto Assignee,
effective as of the Effective Date, all right, title, claim and interest in, to
and under all of the assets used in or useful to the Assignor's business of
researching, developing and manufacturing the Biometrics Device (the
"Business"), including, without limitation: all intellectual property related to
the research, development and manufacture of the Device; Seller's distributor
network; Seller's names and logos; Seller's patent application filed and pending
in the United States Patent and Trademark Office ("USPTO"); and Seller's
trademarks and service marks, and trademark application filed and pending with
the USPTOon the terms and conditions set forth in the Agreement (collectively,
the "Assets"). The Assets include, but are not limited to, those identified on
Attachment "A," attached hereto.
---------------

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, Assignor hereby assigns and transfers unto Assignee,
effective as of the Effective Date, all of Assignor's right, claim and interest
in, to and under Assignor's rights and privileges in and to those certain
confidentiality agreements by and between Assignor and Assignor's current or
former employees, identified on Attachment "B", attached hereto and incorporated
--------------
herein by this reference (collectively, the "Confidentiality Agreements").
Assignee shall have all of the same right, privilege and interest in, to and
under the Confidentiality Agreements as Assignor and shall be able to enforce
such Confidentiality Agreements to the full extent permitted by law without
participation from Assignor. In the event that Assignee is not able to enforce
the Confidentiality Agreements to the full extent available to Assignor, then
Assignor shall enforce the Confidentiality Agreements for and on behalf of
Assignee, at Assignee's direction and Assignee's sole cost and expense.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, Assignor hereby assigns and transfers unto Assignee,
effective as of the Effective Date, all of Assignor's right, claim and interest
in, to and under Assignor's rights and privileges in and to those certain
contracts by and between Assignor and certain third-parties, attached hereto as
Attachment "C" (collectively, the "Contracts"). Assignee shall have all of the
same right, privilege and interest in, to and under the Contracts as Assignor
and shall be able to enforce such Contracts to the full extent permitted by law
without participation from Assignor. In the event that Assignee is not able to
enforce the Contracts to the full extent available to Assignor, then Assignor
shall enforce the Contracts for and on behalf of Assignee, at Assignee's
direction and Assignee's sole cost and expense.

Exhibit "A" - Page 1

ASSIGNOR AND ASSIGNEE FURTHER HEREBY AGREE AND COVENANT AS FOLLOWS:

1. Assumption Related to Assets. Except as set forth in Section 2
----------------------------
below, Assignee hereby assumes any debt, duty, obligation and liability of
Assignor directly related to the Assets to the extent that such debt, duty,
liability or obligation arises from and after the Effective Date hereof (each, a
"Prospective Obligation"). From and after the Effective Date hereof, Assignor
hereby retains any and all debts, duties, liabilities and obligations directly
related to the Assets other than the Prospective Obligations.

2. Retention of Obligations Under Confidentiality Agreements/Indemnity.
-------------------------------------------------------------------
From and after the Effective Date hereof, Assignor hereby retains any and all
debts, duties, liabilities and obligations pursuant to the Confidentiality
Agreements, whether arising before or after the Effective Date (each, an
"Employment Obligation"). Assignor hereby indemnifies Assignee and each
Representative of Assignee against and shall defend, protect and hold harmless
Assignee and each such Representative from and against any and all Claims from
time to time incurred by Assignee or such Representative concerning any
Employment Obligation. The term "Representative" means and includes, with
respect to Assignee, each shareholder, director, officer, manager, constituent
member, constituent partner, trustor, beneficiary, trustee,
successor-in-interest, predecessor-in-interest, affiliate, employee, agent,
attorney or other representative of Assignee, expressly excluding however, any
other party to this Assignment. The term "Claim" means and includes any claim,
demand, action, cause of action, loss, damage, judgment, award, compromise or
settlement, debt, responsibility, liability, obligation, lien, encumbrance, cost
or expense, including reasonable attorneys fees, expert witness fees, accounting
fees and related costs, incurred by a party hereto or any Representative of such
party.

3. Possession. From and after the Effective Date hereof, Assignee
----------
shall have sole possession of the Assets.

4. Representations and Warranties. Assignor hereby affirms and renews
-------------------------------
each representation and warranty of Assignor set forth in Section 3 of the Asset
Purchase Agreement by and between Assignor and Assigne, dated May _____, 2003
(the "Purchase Agreement"), and its related subsections, which are hereby
incorporated into this Assignment.

5. Binding Effect. This Assignment shall be binding on and inure to
--------------
the benefit of the parties hereto, their heirs, executors, administrators,
successors in interest and assigns.

6. Governing Law. This Assignment shall be governed by and
--------------
construed in accordance with the laws of the State of California.

7. Further Assurances. Both parties shall provide all further
-------------------
assurances, shall take all further actions and shall execute, acknowledge,
verify, certify, enter into, deliver, record and/or file any and all agreements,
contracts, amendments, assignments, statements, certificates, instruments and
other documents necessary or appropriate to close, consummate and effect the
transactions contemplated by this Assignment.

Exhibit "A" - Page 2

IN WITNESS WHEREOF, the parties have executed, delivered and entered into
this Assignment as of the Effective Date hereof.

"ASSIGNOR"

SMART BIOMETRICS, INC.,
a Florida corporation

By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------

"ASSIGNEE"

SEQUIAM BIOMETRICS, INC.,
a Florida corporation

By:
-------------------------------------------
Xxxxxxxx XxxxxxXxxxxx, President

Exhibit "A" - Page 3

ATTACHMENT "A"

ASSETS
------

1. Intellectual Property. All right, title and interest in and to any
---------------------
and all present and future intellectual property rights with respect to the
Business, including, without limitation, the designs, formulae, know-how, trade
secrets, processes, compositions, drawings, specifications, patterns,
blueprints, plans, files, notebooks and records, proprietary and technical
information, computer software, licenses of technology, and any and all other
intangible personal property, together with all rights to and applications,
licenses and franchises for, any of the foregoing, relating to the Business and
all other intangible personal property used in or useful in the Business or with
the Device;

2. Distributor Network. All right, title and interest in and to
-------------------
Seller's distributor network;

3. Names and Logos. All right, title and interest in and to the name,
---------------
"Smart Biometrics," "Biometrics," and any and all other names and logos created,
developed and/or used by Seller in the Business.

4. Patent Application. All right, title and interest in and to Seller's
------------------
patent application filed in connection with the Device and pending in the USPTO,
Provisional Patent Application No. 60/302,154 and Nonprovisional Patent
Application No. 10/185,453.

5. Trademarks/Trademark Application. All right, title and interest in
--------------------------------
and to any and all trademarks and service marks used by Seller in connection
with the Business and/or the Device, and Seller's trademark application filed
and pending with the USPTO, Serial No. 78230740.

6. Confidentiality Agreements. All right, title and interest in and to
--------------------------
those certain confidentiality agreements regarding the Assets identified on
Schedule 1.1(f).

7. Contracts. All right, title and interest in and to those certain
---------
contracts to which Seller is a party, identified on Schedule 1.1(g);

8. Tangible Business Property. All of Seller's parts inventory, work
--------------------------
in-process and finished goods inventory, prototypes, molds, tooling, production
equipment, furniture, computers and software; and

9. Customer Lists. All of Seller's customer lists and business
--------------
contacts.

Exhibit "A" - Page 4

ATTACHMENT "B"

CONFIDENTIALITY AGREEMENTS
--------------------------

[Please insert description from Schedule 1.1(f)]

Exhibit "A" - Page 5

ATTACHMENT "C"

CONTRACTS
---------

[Please attach original contracts]

Exhibit "A" - Page 6

EXHIBIT "B"
-----------

PATENT ASSIGNMENT AND RECORDATION FORM COVER SHEET
--------------------------------------------------

ASSIGNMENT AND ASSUMPTION AGREEMENT
(Smart Biometrics to Sequiam Biometrics re: Patent Application)

This ASSIGNMENT AND ASSUMPTION AGREEMENT ~ Smart Biometrics to Sequiam
Biometrics re: Patent Application (this "Assignment") is made effective as of
May __, 2003 (the "Effective Date"), by and between SMART BIOMETRICS, INC., a
Florida corporation ("Assignor"), and SEQUIAM BIOMETRICS, INC., a Florida
corporation ("Assignee"), based on the following recitals:

R E C I T A L S

A. Prior to the Effective Date hereof, Assignor was engaged in
the business of research, development, testing, manufacture
and production of, among other things, a high-tech,
fingerprint-recognition gunlock known as the Biometrics
Device (the "Business").

B. As required by that certain Asset Purchase Agreement by and between
Assignor and Assignee, dated as of the Effective Date hereof (the "Agreement"),
Assignor has agreed to contribute to Assignee, and assign and transfer to
Assignee, effective as of the Effective Date hereof, all right, title and
interest in and to its United States Provisional Patent Application No.
60/302,154, and Nonprovisional Patent Application No. 10/185,453 seeking patent
registration for the Biometrics Device (the "Application").

C. As required by the Agreement, Assignor now desires to make, execute
and deliver this Assignment conveying all right, title and interest in and to
the Application; and Assignor desires accept this Assignment.

NOW, THEREFORE, for and in consideration of the mutual promises, agreements and
covenants set forth in the Agreement and this Assignment, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby covenant and agree as follows and take the
following actions:

1. Assignment. Assignor does hereby assign, transfer, set over
----------
and deliver unto Assignee, its successors and assigns, all right,
title and interest in and to the Application, all books and records
related to the Application and all agreements, instruments and other
documents evidencing the Application.

2. Acceptance and Assumption. Assignee hereby accepts the foregoing
-------------------------
assignment. Assignor and Assignee hereby understand, acknowledge, reaffirm and
agree that such assignment and acceptance are expressly contingent upon on terms
and conditions set forth in the Agreement.

3. Indemnity. Assignor and Assignee hereby understand, acknowledge,
---------
reaffirm and agree that pursuant to Section 11 of the Agreement and its related
subsections, each party has granted

Exhibit "B" - Page 1

the other party, as well as certain other affiliated entities, certain rights of
indemnification with respect to Claims arising from or related to the
obligations assumed by such party.

4. Representations and Warranties. Assignor hereby affirms and renews
------------------------------
each representation and warranty of Assignor set forth in Section 3 of the
Agreement and its related subsections, which are hereby incorporated into this
Assignment.

5. Further Assurances. By the Effective Date hereof, or as soon as
------------------
reasonably possible thereafter, Assignor shall deliver to Assignee physical
possession of the Application, all books and records related to the Application,
and all agreements, instruments and other documents evidencing the Application.
Both parties shall provide all further assurances, shall take all further
actions and shall execute, acknowledge, verify, certify, enter into, deliver,
record and/ or file any and all agreements, contracts, amendments, assignments,
statements, certificates, instruments and other documents necessary or
appropriate to close, consummate and effect the transactions contemplated by
this Assignment.

6. General Matters. This Assignment shall be (a) binding upon, and
---------------
inure to the benefit of, the parties to this Assignment and their respective
heirs, legal representatives, successors and assigns, and (b) construed in
accordance with the laws of the State of California, without regard to the
application of choice of law principles, except to the extent such laws are
superseded by federal law. Each term bearing initial capital letters in this
Assignment, but not otherwise defined herein, shall have the meaning ascribed to
such term under the Agreement.

IN WITNESS WHEREOF, Assignor has made, executed and delivered this Assignment
and Assignee has accepted, executed and delivered this Assignment as of the
Effective Date hereof.

"Assignor"

SMART BIOMETRICS, INC.,
a Florida corporation

By:
---------------------------------------
Its:
--------------------------------------

"ASSIGNEE"

SEQUIAM BIOMETRICS, INC.,
a Florida corporation

By:
---------------------------------------
Its:
--------------------------------------

Exhibit "B" - Page 2

EXHIBIT "C"
-----------

TRADEMARK ASSIGNMENT AND RECORDATION FORM COVER SHEET
-----------------------------------------------------

ASSIGNMENT AND ASSUMPTION AGREEMENT
(Smart Biometrics to Sequiam Biometrics re: Trademark Application)

This ASSIGNMENT AND ASSUMPTION AGREEMENT ~ Smart Biometrics to Sequiam
Biometrics re: Trademark Application (this "Assignment") is made effective as of
May __, 2003 (the "Effective Date"), by and between SMART BIOMETRICS, INC., a
Florida corporation ("Assignor"), and SEQUIAM BIOMETRICS, INC., a Florida
corporation ("Assignee"), based on the following recitals:

R E C I T A L S

A. Prior to the Effective Date hereof, Assignor was engaged in
the business of research, development, testing, manufacture
and production of, among other things, high-tech, a
fingerprint recognition gunlock known as the Biometrics
Device (the "Business").

B. As required by that certain Asset Purchase Agreement by and between
Assignor and Assignee, dated as of the Effective Date hereof (the "Agreement"),
Assignor has agreed to contribute to Assignee, and assign and transfer to
Assignee, effective as of the Effective Date hereof, all right, title and
interest in and to its trademark application, Serial No. 78230740 seeking
trademark registration for the trademark, "Smart Biometrics," (the
"Application").

1. Assignment. Assignor does hereby assign, transfer, set over and
----------
deliver unto Assignee, its successors and assigns, all _______ right, title and
interest in and to the Application, all books and records related to the
Application and all agreements, instruments and other documents evidencing the
Application.

3. Indemnity. Assignor and Assignee hereby understand, acknowledge,
---------
reaffirm and agree that pursuant to Section 11 of the Agreement and its related
subsections, each party has granted the other party, as well as certain other
affiliated entities, certain rights of indemnification with respect to Claims
arising from or related to the obligations assumed by such party.

Exhibit "C" - Page 1

4. Representations and Warranties. Assignor hereby affirms and renews each
------------------------------
representation and warranty of Assignor set forth in Section 3 of the Agreement
and its related subsections, which are hereby incorporated into this Assignment.

6. General Matters. This Assignment shall be (a) binding upon, and
---------------
inure tothe benefit of, the parties to this Assignment and their respective
heirs, legal representatives, successors and assigns, and (b) construed in
accordance with the laws of the State of California, without regard to the
application of choice of law principles, except to the extent such laws are
superseded by federal law. Each term bearing initial capital letters in this
Assignment, but not otherwise defined herein, shall have the meaning ascribed to
such term under the Agreement.

IN WITNESS WHEREOF, Assignor has made, executed and delivered this Assignment
and Assignee has accepted, executed and delivered this Assignment as of the
Effective Date hereof.

"Assignor"

SMART BIOMETRICS, INC.,
a Florida corporation

By:
-----------------------------------------
Its:
----------------------------------------

"ASSIGNEE"

SEQUIAM BIOMETRICS, INC.,
a Florida corporation

By:
-----------------------------------------
Its:
----------------------------------------

Exhibit "C" - Page 2

EXHIBIT "D"
-----------

XXXX OF SALE
(Tangible Property from Smart Biometrics to Sequiam Biometrics)

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, effective as of ___________, 2003 (the "Effective Date"),
the undersigned, SMART BIOMETRICS, INC., a Florida corporation ("Assignor"),
hereby grants, bargains, conveys, transfers, assigns and delivers unto SEQUIAM
BIOMETRICS, INC., a Florida corporation ("Assignee"), all of Assignor's right,
title and interest in and to those certain tangible assets (the "Assigned
Assets") specifically identified on Attachment "A" attached hereto and
--------------
incorporated herein by this reference.

TO HAVE AND TO HOLD the Assigned Assets unto Assignee and its successors and
assigns forever, Assignor hereby represents and warrants to Assignee and its
successors and assigns that Assignor has the right, power and authority to
transfer the Assigned Assets to Assignee and that Assignor hereby agrees to
defend the title to the Assigned Assets unto Assignee and its successors and
assigns against any person claiming an interest in the Assigned Assets, or any
part thereof.

Assignor hereby affirms and renews each representation and warranty of Assignor
set forth in Section 3 of the Asset Purchase Agreement by and between Assignor
and Assigne, dated May _____, 2003 (the "Purchase Agreement"), and its related
subsections, which are hereby incorporated into this Xxxx of Sale.

This Xxxx of Sale may be executed in one or more counterparts, all of which
taken together shall constitute one and the same instrument and each of which
taken separately shall constitute an original for all purposes.

IN WITNESS WHEREOF, Assignor has made, executed and delivered this Xxxx of
Sale as of the Effective Date hereof.

"ASSIGNOR"

SMART BIOMETRICS, INC.,
a Florida corporation

By:
----------------------------------
Its:
---------------------------------

"ASSIGNEE"

SEQUIAM BIOMETRICS, INC.,
a Florida corporation

By:
----------------------------------
Its:
---------------------------------

Exhibit "D" - Page 1

ATTACHMENT "A"

TANGIBLE PROPERTY
-----------------

[Please attach description of Tangible Property]

Exhibit "D" - Page 2

EXHIBIT "E"
-----------

AGREEMENT REGARDING
CONFIDENTIAL INFORMATION AND WORK PRODUCTS

This AGREEMENT REGARDING CONFIDENTIAL INFORMATION AND WORK PRODUCTS (this
"AGREEMENT") is entered into effective as of May _____, 2003 (the "EFFECTIVE
DATE"), by and between SEQUIAM BIOMETRICS, INC., a Florida corporation (the
"COMPANY"), and _________________ ("EMPLOYEE"), with reference to the following
recitals:

A. Employee has been an employee of Smart Biometrics, Inc., a Florida
corporation ("Seller").

B. Pursuant to that certain Asset Purchase Agreement by and between the
Company and Seller, dated as of the Effective Date hereof (the "Purchase
Agreement"), Seller agreed to cause Employee to enter into this Agreement with
the Company.

C. Employee desires to enter into this Agreement in satisfaction of the
conditions set forth in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants contained herein, and the Purchase Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. Definitions.
-----------

1.1 The term "CONFIDENTIAL INFORMATION" means proprietary
techniques and confidential information that the Seller has transferred or will
transfer to the Company or that Employee received or will receive under
conditions of confidentiality. Confidential Information is to be broadly defined
and includes (i) all information that has or could have commercial value or
other utility in the business in which either the Seller or the Company is or
was engaged or in which the Company contemplates engaging, (ii) all information
that, if disclosed without authorization, could be detrimental to the interest
of the Company, whether or not such information is identified as Confidential
Information by the Seller or the Company; and (iii) all information relating to
the business formerly conducted by Seller and to be conducted by the Company,
whether previously existing, now existing or arising hereafter, whether
conceived or developed by others or by Employee alone or with others, and
whether or not conceived or developed during regular working hours. By example
and without limitation, Confidential Information includes all information
relating to techniques, processes, formulas, trade secrets, inventions,
discoveries, improvements, research or development test results, specifications,
data, know-how, formats, marketing plans, business plans, strategies, forecasts,
non-published financial information, budgets, projections, and customer and
supplier identities, characteristics, and agreements. The term "Confidential
Information" shall not include any information of the type specified above to
the extent that such information is or becomes publicly known or generally
utilized by others engaged in the same business or activities in which the
Company utilized, developed or otherwise acquired such information (other than
by reason of Employee's breach of this Agreement). Failure to xxxx any
Confidential Information as confidential shall not affect its status as
Confidential Information under this Agreement.

1.2 The term "WORK PRODUCTS" means and includes, without
limitation, a discovery, a development, a design, an improvement, an invention,
a know-how, technical or non-technical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a process,
financial data, financial plans, product plans, business plans, software
programs (including the object and source code thereto) or a list (whether in
written form or otherwise) of actual or potential customers or suppliers, which
is not commonly known by or available to the public and which information (i)
derives economic value, actual or potential, from not being generally known to
and not being readily ascertainable by proper means by other persons who can
obtain economic value from its disclosure or use and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy.

2. OWNERSHIP.
---------

Exhibit "E" - Page 1

2.1 CONFIDENTIAL INFORMATION. EMPLOYEE HEREBY ACKNOWLEDGES AND
------------------------
AGREES THAT ALL RIGHT, TITLE AND INTEREST IN AND TO ANY CONFIDENTIAL INFORMATION
SHALL BE AND SHALL REMAIN THE EXCLUSIVE PROPERTY OF THE COMPANY, AND THAT ANY
CONFIDENTIAL INFORMATION WHICH EMPLOYEE ACQUIRED FROM THE SELLER OR ACQUIRES
FROM THE COMPANY WAS AND IS RECEIVED IN CONFIDENCE AND AS A FIDUCIARY OF THE
SELLER OR THE COMPANY.

2.2 Work Products. Employee hereby acknowledges that any and all
--------------
Work Products which may have been or are made, developed or conceived of in
whole or in part by Employee, or any of Employee's representatives working with
Employee, in connection with the services performed by Employee on behalf of
Seller or the Company or relating to the business of the Seller or the Company,
shall belong solely and exclusively to the Company.

(a) ASSIGNMENT OF WORK PRODUCT. EMPLOYEE HEREBY ASSIGNS TO
--------------------------
THE COMPANY EMPLOYEE'S ENTIRE RIGHT, TITLE AND INTEREST, INCLUDING ALL PATENT,
COPYRIGHT, TRADE SECRET, TRADEMARK AND OTHER PROPRIETARY RIGHTS, IN ANY AND ALL
WORK PRODUCTS.

(b) DOCUMENTATION. EMPLOYEE SHALL, AT NO CHARGE TO THE
-------------
COMPANY, EXECUTE AND AID IN THE PREPARATION OF ANY AND ALL DOCUMENTATION THAT
THE COMPANY MAY CONSIDER NECESSARY OR HELPFUL TO OBTAIN OR MAINTAIN, AT THE
COMPANY'S EXPENSE, ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER PROPRIETARY
RIGHTS. THE COMPANY SHALL REIMBURSE EMPLOYEE FOR REASONABLE OUT-OF-POCKET
EXPENSES INCURRED UNDER THIS SECTION.

(c) REASONABLENESS OF RESTRICTIONS. EMPLOYEE HAS CAREFULLY
------------------------------
READ AND CONSIDERED THE PROVISIONS OF THIS SECTION AND, HAVING DONE SO, HEREBY
AGREES THAT THE RESTRICTIONS SET FORTH IN SUCH SECTION ARE FAIR AND REASONABLE
AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTERESTS OF THE COMPANY
AND ITS BUSINESS.

3. Disclosure and Use. At all times from and after the Effective Date,
------------------
Employee shall hold in trust, keep confidential and shall not directly or
indirectly make use of, copy, disclose, reveal, report, publish or transfer to
any third party any Confidential Information or Work Products without the prior
written approval of the Company. Employee shall not cause the transmission,
removal, or transport of Confidential Information or Work Products from the
Company's principal places of business or such other place specified by the
Company without prior written approval of the Company. Employee acknowledges
that the unauthorized use or disclosure of Confidential Information or Work
Products may be highly prejudicial to the interest of the Company. Employee will
not publish, disclose or otherwise disseminate such Confidential Information or
Work Products without the prior written approval of the Company.

4. Return of Company's Property. Within three (3) calendar days
----------------------------
following the sale, transfer or assignment of all of Employee's ownership
interest in the Company, Employee shall deliver to the Company all of the
Company's or any of its affiliates' property and the Company's or any of its
affiliates' non-personal documents and data of any nature and in whatever medium
provided to Employee, including, without limitation, information pertaining to
the Company or any of its affiliates or the Seller or any of its affiliates, and
Employee will return to the Company and will not take with Employee any such
property, documents or data of any description or any reproduction thereof, or
any documents containing or pertaining to any Confidential Information or Work
Products.

5. Remedies. Each party hereto has carefully read and considered the
--------
provisions of this Agreement and, having done so, agrees that the restrictions
set forth in this Agreement are fair and reasonable and are reasonably required
for the protection of the interests of each party hereto.

5.1 Injunctive Relief. Each party hereto acknowledges and agrees
-----------------
that (i) the covenants and the restrictions contained in this Agreement are
necessary, fundamental, and required for the protection of the Company and its
business; (ii) such covenants relate to matters which are of a special, unique,
and extraordinary character that gives each of such covenants a unique and
extraordinary value; and (iii) a breach of any of such covenants will result in
irreparable harm and damages to the Company which cannot be adequately
compensated by a monetary award. Accordingly, it is expressly agreed that in
addition to all other remedies available at law or in equity, the non-defaulting

Exhibit "E" - Page 2

party shall be entitled to seek injunctive or other equitable relief to restrain
or enjoin Employee from breaching any such covenant or to specifically enforce
the provisions of this Agreement.

5.2 Cumulative Remedies. Notwithstanding any provision of this
-------------------
Agreement to the contrary, the parties agree that no remedy conferred by any
specific provision of this Agreement (including without limitation, this
Section) is intended to be exclusive of any other remedy, and that each and
every remedy shall be cumulative and shall be in addition to every other remedy
available at law, in equity, by statute or otherwise.

5.3 Severability. In the event that any one or more provisions of
------------
this Agreement shall be held to be invalid or unenforceable, the validity and
enforceability of the remainder hereof shall not in any way be affected or
impaired thereby. Moreover, if any one or more of the provisions contained in
this Agreement are held to be excessively broad as to duration, scope, activity
or subject, such provisions will be construed by limiting and reducing them so
as to be enforceable to the maximum extent compatible with applicable law.

6. General Provisions.
------------------

6.1 Attorneys Fees. In any action (including, without limitation,
--------------
any mediation, arbitration, administrative proceeding or judicial proceeding)
between or among the parties to enforce or interpret any of the terms or
provisions of this Agreement, the prevailing party in such action shall be
entitled to receive its reasonable costs and expenses incurred in connection
with such action, including without limitation, reasonable attorneys fees,
expert witness fees and accounting fees.

6.2 No Waiver. A waiver by any party of a breach of any of the
---------
covenants, conditions or agreements under this Agreement made or to be performed
by any other party shall not be construed as a waiver of such breach by any
other party or as a waiver of any succeeding breach of the same or any other
covenant, agreement, restriction or condition of this Agreement.

6.3 Modifications. No alteration, change or modification of or to
-------------
this Agreement shall be effective unless it is made in writing and signed by all
parties hereto.

6.4 Entire Agreement. This Agreement contains the entire
-----------------
understanding between the parties relating to the transactions contemplated by
this Agreement, and all prior agreements, understandings, representations and
statements relating to the transactions contemplated herein are superseded by
this Agreement and shall be of no further force or effect.

6.5 Execution and Counterparts. This Agreement may be executed in
--------------------------
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same document. This Agreement
shall not become effective unless and until it is fully executed; provided,
however, that copies of signatures received by telefacsimile shall be deemed to
be original signatures, provided originals of such copies are delivered within a
reasonable time following the Effective Date hereof.

6.6 Further Assurances. Each party shall sign any other and
------------------
further instruments and documents and shall take any other and further actions
as might be necessary or proper in order to accomplish the intent and purposes
of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the Effective Date hereof.

SEQUIAM BIOMETRICS, INC.,
a Florida corporation

By:
------------------------------------- ------------------------------------
Xxxxxxxx X. XxxxxxXxxxxx, CEO [Employee Signature]
Print Name:
-------------------------

Exhibit "E" - Page 3

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EXHIBIT 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into effective as of May 9, 2003 (the "Effective Date"), by and among SEQUIAM BIOMETRICS, INC., a Florida corporation ("Buyer"), and SMART BIOMETRICS,...

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