Exhibit 10.2
Agreement with Chris LeClerc


                    EMPLOYMENT AND NON-COMPETITION AGREEMENT

This  AGREEMENT,  effective  as of the 21st day of  April  2004,  is made by and
between  Liska  Biometry,  Inc.,  a Florida  corporation  (the  "Company"),  and
Christopher LeClerc, a resident of the state of New Hampshire (the "Executive").

RECITALS

A. The  Company is in the  business  of  developing  a Finger  Print  Biometrics
business (the "Business");

B. The Company desires to retain the services of the Executive;

C. The Executive is willing to be employed by the Company; and

D. The parties  hereto desire to enter into this Agreement in order to set forth
the respective  rights,  limitations and obligations of both the Company and the
Executive  with respect to the  Executive's  employment  with the  Company,  the
Confidential  Information,  the  Discoveries,  and the other  matters  set forth
herein.

      NOW THEREFORE,  in consideration of the employment of the Executive by the
Company,  the compensation  paid to the Executive and the Company  continuing to
provide Confidential  Information to the Executive,  as well as the other mutual
promises and consideration hereinafter contained, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1.    TERM.

Subject to the provisions for termination  hereinafter provided, the Executive's
employment  hereunder  shall  commence  on the first day of the month  after the
Company receives  funding in the amount of US$ 100,000 (the  "Employment  Date")
and unless otherwise extended,  end one year after the Employment Date commences
(the  "Contract  Termination  Date").  The  Contract  Termination  Date shall be
automatically  extended for a successive  one (1) year period at the end of each
contract year unless the Board of Directors of the Company (the  "Board")  shall
give  contrary  notice to the  Executive,  pursuant  to the terms of  Section 11
below,  at least ninety (90) days prior to the end of the each contract year. In
the event that the Company does not receive funding in the amount of $100,000 on
or before December 31, 2004, this agreement shall become null and void.

2.    POSITION AND DUTIES.

During  the  Employment  Term,  the  Executive  shall  serve as CHIEF  OPERATING
OFFICER.  The  Executive  will  report  to the  Company's  President  and to the
Company's Board of Directors as required by law and by the Company's  governance
policy  in  effect  from  time to time,  and  perform  such  employment  duties,
consistent with his position, as specified in the Job Description. The Executive
shall  not have  the  ability  to enter  into any  agreements  or  contracts  or
otherwise  legally  bind the Company  without  the  express  consent and written
approval of the PRESIDENT.  The Executive shall devote his full productive time,
energy  and  ability  to the  proper  and  efficient  conduct  of the  Company's
business. The Executive may only devote reasonable periods of time to service as
a Director of other  businesses,  with the prior written approval and consent of
the  President,  to the extent that such  service  does not  interfere  with the
performance of his obligations hereunder. Similarly, the Executive may engage in
such  charitable  or  community  activities  as  shall  not  interfere  with the
performance of his obligations hereunder. The Executive shall observe and comply
with all lawful and reasonable  rules of conduct set by the Board for executives
of the  Company,  and shall  endeavor to promote the  business,  reputation  and
interests of the Company.

3.    COMPENSATION.

BASE COMPENSATION.

As defined in further detail below, during the Employment Term the Company shall
pay the Executive a Base  Compensation,  subject to annual review, as the Board,
in its sole discretion,  may determine.  The Base Compensation  shall be paid in
U.S. DOLLARS in accordance with the Company's normal payroll practices. The Base
Compensation  paid to the Executive shall be FORTY EIGHT THOUSAND  ($48,000) per
year, payable bi-weekly in arrears.



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<PAGE>


OTHER COMPENSATION.

Annual  Bonus:  The Executive  shall be eligible to receive a Performance  Bonus
(the "Bonus") for the achievement of the performance  goals as determined by the
Board, and dependent upon the financial  performance of the Company.  The annual
bonus  may  be  paid  in  cash,  fully  vested  stock,  restricted  stock,  or a
combination thereof.

The Executive  shall be granted 100,000 free trading shares upon signing of this
agreement.

The Executive shall be granted 500,000  restricted common shares upon signing of
this agreement.  The Executive and the Company acknowledge that these restricted
shares of common  stock  have no fair  market  value at this time.  The  Company
cannot guarantee that this situation will change in the foreseeable  future. The
Executive  acknowledges that he has no claim on the Company for any valuation of
restricted common shares received in this regard.

(iii) The Executive  shall be eligible to participate  in any Company  incentive
plan established by the Company under the terms and conditions of the Plan.

EXPENSES.

The  Executive  shall  be  entitled  to  receive  prompt  reimbursement  for all
reasonable  business  expenses  pre-approved by the President  (exclusive of any
commuting  expenses)  incurred  by him in the  course of his  employment  by the
Company.

OTHER BENEFITS.

(i)  Insurance:  The Executive  shall be entitled to  participate  in or receive
benefits on the same basis as other executive  officers of the Company under any
employee  benefit  plans  and  arrangements   applicable  to  senior  management
including life insurance plans,  pension and profit-sharing  plans,  medical and
health plans or other employee welfare benefit plans, annual paid vacation, sick
leave, sick pay and short-term and long-term  disability  benefits and holidays,
as in effect from time to time.

(ii)  Vacation:  The  Executive  shall be entitled to receive three (3) weeks of
paid  vacation  per  contract  year,  which  shall  accrue from April 1, 2003 to
recognize  the  efforts  of the  executive  in  the  founding  of the  Company's
business.  Such  vacation  days  shall  accrue  and  become  vested on the first
anniversary  day of each year of the  Employment  Term.  This  benefit  shall be
reviewed  by the  Board of  Directors  and the  Executive  from time to time and
increased when appropriate.

(iii)  Holidays:  The  Executive  shall be  entitled to the  designated  Company
holidays.

TERMINATION.  The  Executive's  employment  by the  Company  pursuant  hereto is
subject to termination during the Employment Term as follows:

(A) DEATH. The Executive's  employment hereunder shall terminate upon his death.
In such event, the Executive's Base  Compensation and any prorated amount of the
Bonus,  if any,  shall  be paid  through  the  date  of the  Executive's  death.
Eligibility  for all  other  benefits  shall be  determined  by the terms of any
applicable plan or program.

(B) DISABILITY.  The Company may, by written notice to the Executive,  terminate
the Executive's  employment if, as a result of the Executive's incapacity due to
physical or mental illness, the Executive shall have been absent from his duties
hereunder for ninety (90)  consecutive days or for a total of one hundred eighty
(180) days in any three  hundred  sixty five (365) day period  (the  "Disability
Period"). In the event of such termination, the Executive shall receive the same
benefits  payable in the event of death;  provided  however that, if the Company
should adopt a disability  policy at any time during the  Employment  Term,  the
terms of such policy shall govern.


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<PAGE>


(C) TERMINATION BY THE COMPANY FOR CAUSE OR EXECUTIVE'S  VOLUNTARY  TERMINATION.
The Company  shall be entitled to terminate  the  Executive's  employment at any
time, by written notice to the Executive, for Cause, as defined herein:

(i) fraud or embezzlement on the part of the Executive;

(ii) conviction of or the entry of a plea of nolo contendere by the Executive to
any felony or other crime of fraud or moral turpitude;

(iii) any act of willful  or  negligent  misconduct  by the  Executive  which is
either intended to result in substantial personal enrichment of the Executive at
the expense of the Company or any of its  subsidiaries  or affiliates,  or has a
material adverse impact on the business or reputation of the Company, any of its
subsidiaries or affiliates,  or directors or other officers (such  determination
to be made by the Company's Board of Directors in the good faith exercise of its
reasonable judgment); or

In the event of termination for Cause,  the Executive's  Base  Compensation  and
other  benefits  shall be paid  through the Date of  Termination  (as  hereafter
defined),  and the Executive  shall have no further  rights to  compensation  or
benefits  other  than as  determined  by the  terms  of any  applicable  plan or
program.  The  Executive  shall not be  eligible  to receive  any portion of his
Annual Bonus.

The Executive may terminate his  employment  hereunder  voluntarily  at any time
with  ninety  (90)  day's  written  notice  to the  Board.  In the  event of the
Executive's  voluntary  termination,  the Executive shall be entitled to receive
his Base  Compensation and prorated Bonus, if any, and benefits through the Date
of Termination.

(D) WITHOUT CAUSE.  The Company may terminate the Executive's  employment at any
time by giving  written  notice to the Executive of its intent to terminate this
Agreement without Cause. In such event:

      (i) the Executive shall be paid his Base Compensation,  any prorated Bonus
and other  benefits to which the  Executive is entitled for the remainder of the
Employment Term,  provided that the Base  Compensation  shall represent not less
than 3 months pay in lieu of notice of termination;

      (ii) all stock options held by the  Executive  under any stock option plan
of the Company shall become fully exercisable,  and shall remain exercisable for
a period of 180 days following the Date of Termination; and

      (iii) the  Executive  shall  have such  other  rights  in  respect  of any
incentive,  other  compensation  plan or  benefit  plan or program as may be set
forth in such plan or program.

CHANGE IN CONTROL. Notwithstanding any other provision of this Agreement, should
a "change in control"  occur,  the Employee,  at his sole option and discretion,
may terminate  his  employment  under this  Agreement at any time within one (1)
year after such change of control upon fifteen (15) days notice. In the event of
such  termination,  Company  shall  pay  to the  Employee  a  severance  payment
("Severance  Payment")  equal to three (3) times the base  amount as  defined in
Section  280G(b)(3) of the Internal  Revenue Code of 1986,  as amended  ("Code")
minus One Dollar ($1.00).  Notwithstanding  the foregoing,  (a) if the Severance
Payment  and any other  amounts  payable  by the  Company  to the  Employee  are
parachute payments under Code Section 280b (collectively,  "Parachute Payments")
and, (b), if reducing the Severance Payment would eliminate the tax provided for
in Code Section 4999 ("Section 4999 Tax") which would otherwise be applicable to
the Parachute Payments, and (c) if, because of such elimination,  the net amount
of the  Parachute  Payments  (total  payments  minus  Section 4999 Tax) would be
greater than such net amount without reduction, then the Severance Payment shall
be reduced by the smallest  amount  required to eliminate the  imposition of the
Section 4999 Tax, the foregoing determination shall be made by Company's general
counsel,  and his  determination  shall  be  binding  upon the  Company  and the
Employee.  The amount determined under the foregoing  provisions of this SECTION
4(E) shall be payable no later than one (1) month  after the  effective  date of
the  Employee's  termination  of  employment.  A change in  control  means:  the
acquisition,  without the approval of the Company's  board of directors,  by any
person or entity,  other than Company or a "related entity," of more than twenty
percent (20%) of the outstanding shares of Company's voting common stock through
a tender offer,  exchange offer or otherwise;  the liquidation or dissolution of
the Company following a sale or other disposition of all or substantially all of
its assets; a merger of consolidation involving the Company which results in the
Company  not being the  surviving  parent  corporation;  or any time  during any
two-year (2) period in which  individuals who constituted the board of directors
of Company at the start of such  period (or whose  election  was  approved by at
least  two-thirds  of the then  members of the board of directors of Company who
were members at the start of the  two-year  period) do not  constitute  at least
fifty (50%) of the board of directors,  for any reason.  A related entity is the
parent,  a subsidiary or any employee  benefit plan (including a trust forming a
part of such a plan) maintained by the Company, its parent or a subsidiary


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<PAGE>


(F) DATE OF  TERMINATION.  The date upon which a  termination  pursuant  to this
Section 4 becomes  effective (the "Date of Termination"  or "Termination  Date")
shall be: the date upon which the party  terminating  this  Agreement  gives the
other party written notice thereof in accordance with Section 11 hereof.

5.    CONFIDENTIAL INFORMATION.

(a) The Executive  recognizes that the services to be performed by him hereunder
are special, unique and extraordinary and that, by reason of his employment with
the Company, he may acquire  Confidential  Information (as hereinafter  defined)
concerning  the  operation of the Company,  the use or disclosure of which would
cause the  Company  substantial  loss and  damage  which  could  not be  readily
calculated  and for which no remedy at law would be adequate.  Accordingly,  the
Executive agrees that he will not (directly or indirectly) at any time,  whether
during or after the Employment Term:

      (i)  knowingly  use for an  improper  personal  benefit  any  Confidential
Information  that he may learn or has learned by reason of his  employment  with
the Company; or

      (ii) disclose any such  Confidential  Information to any person except (A)
in the performance of his obligations to the Company hereunder,  (B) as required
by a court of competent jurisdiction,  (C) in connection with the enforcement of
his rights under this Employment  Agreement or (D) with the prior consent of the
Board.

As used herein,  "Confidential Information" includes information with respect to
the  Company's  facilities  and methods,  trade  secrets and other  intellectual
property,  systems,  patents  and  patent  applications,   procedures,  manuals,
confidential  reports,  financial  information,  business  plans,  prospects  or
opportunities,  personnel  information  or lists  of  customers  and  suppliers;
provided,  however,  that such term shall not include any information that is or
becomes  generally  known  or  available  publicly  other  than as a  result  of
disclosure by the  Executive  which is not permitted as described in clause (ii)
above,  or the Company  discloses  to others  without  obtaining an agreement of
confidentiality.

(b) The Executive  confirms that all  Confidential  Information is the exclusive
property  of the  Company.  All  business  records,  papers  and  documents  and
electronic  materials kept or made by the Executive  relating to the business of
the Company  which  comprise  Confidential  Information  shall be and remain the
property of the Company during the Employment Term and at all times  thereafter.
Upon the  termination of his employment  with the Company or upon the request of
the Company at any time, the Executive  shall  promptly  deliver to the Company,
and,  without the express  consent of the Board,  shall  retain no copies of any
written or electronic materials,  records and documents made by the Executive or
coming into his possession concerning the business or affairs of the Company and
which comprise Confidential Information.

(c) The Executive shall keep the terms of this Agreement strictly  confidential,
other than as may be necessary  to enforce his rights  hereunder or as otherwise
required by law, or for estate planning or personal financial reasons.

6.    NON-COMPETITION.

            (a)  During  the  Employment  Term and for a period  of one (1) year
after the Termination  Date (the "Restricted  Period"),  the Executive shall not
directly or indirectly,  for his own account or for the account of others, serve
as an  officer,  director,  stockholder,  owner,  partner,  employee,  promoter,
consultant,   advisor,  manager  or  otherwise  participate  in  the  promotion,
financing,  ownership,  operation,  or  management  of, or assist in or carry on
through a  proprietorship,  corporation,  partnership  or other form of business
entity or otherwise  that  intends to compete  against the Company or any of its
affiliates or customers.


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<PAGE>


Nothing in this Section 6 shall prohibit the Executive from acquiring or holding
any  issue  of  stock  or  securities  of any  Person  that  has any  securities
registered under Section 12 of the Exchange Act, listed on a national securities
exchange or quoted on the automated quotation system of the National Association
of  Securities  Dealers,  Inc. so long as the  Executive  is not deemed to be an
"affiliate"  of such  Person as such term is used in  paragraphs  (c) and (d) of
Rule 145 under the Securities  Act and the  Executive,  members of his immediate
family,  or persons  under his control do not own or hold more than five percent
(5%) of any voting securities of any such Person.

(b) During the Restricted  Period,  the Executive shall not, whether for his own
account or for the account of any other person (excluding the Company):

(i)  solicit or contact  in an effort to do  business  with any person who was a
customer  or a  potential  customer  of the  Company  during  the  term  of this
Agreement,  or any affiliate of any such person, if such solicitation or contact
is for the purpose of competition with the Company;

(ii) solicit or induce any of the Company's  employees to leave their employment
with the Company or accept employment with anyone except the Company; or

(iii) interfere in a similar manner with the business of the Company.

Nothing  herein shall  prohibit or preclude the Executive  from  performing  any
other types of services  that are not  precluded  by SECTION 6 (A) for any other
Person.

(c) The Executive  has  carefully  read and  considered  the  provisions of this
SECTION 6 and,  having done so, agrees that the  restrictions  set forth in this
SECTION 6 (including the Restricted  Period,  scope of activity to be restrained
and the geographical  scope) are fair and reasonable and are reasonably required
for the  protection  of the interests of the Company,  its officers,  directors,
employees,  creditors  and  shareholders.  The  Executive  understands  that the
restrictions  contained  in this  SECTION 6 may limit his ability to engage in a
business  similar  to the  Company's  business,  but  acknowledges  that he will
receive  sufficiently  high  remuneration  and other  benefits  from the Company
hereunder to justify such restrictions.

7.    INVENTIONS.

(A)  DISCLOSURE OF  INVENTIONS:  The Executive  shall  promptly  disclose to the
Company  (or  any  persons  designated  by it)  all  discoveries,  developments,
designs, improvements,  inventions, blueprints, formulae, processes, techniques,
computer  programs,   strategies,   and  data,  whether  or  not  patentable  or
registerable  under copyright or similar statutes,  made or conceived or reduced
to practice or learned by the  Executive,  either  alone or jointly with others,
during the period of employment  that result directly from tasks assigned to the
Executive by the Company and relate  specifically to the Business or result from
the use of premises  or property  (including  computer  systems and  engineering
facilities)   owned,   leased  or  contracted  for  by  the  Company  (all  such
discoveries,   developments,   designs,  improvements,   inventions,   formulae,
processes,  techniques, computer programs, strategies,  blueprints, know-how and
data are  hereinafter  referred to as  "Inventions").  The  Executive  will also
promptly  disclose to the Company,  and the Company hereby agrees to receive all
such disclosures in confidence,  all other discoveries,  developments,  designs,
improvements,  inventions,  formulae, processes,  techniques, computer programs,
strategies, blueprints and data, whether or not patentable or registerable under
copyright  or similar  statutes,  made or  conceived  or reduced to  practice or
learned by the Executive, either alone or jointly with others, during the period
of  employment   for  the  purpose  of  determining   whether  they   constitute
"Inventions", as defined above.

(B)   OWNERSHIP OF INVENTIONS.

      (i) All  Inventions  shall be the sole  property  of the  Company  and its
assigns, and the Company and its assigns shall be the sole owner of all patents,
copyrights,  trademarks and other rights in connection therewith.  The Executive
does hereby  assign to the Company any rights the  Executive may have or acquire
in such  Inventions.  The  Executive  shall assist the Company (at the Company's
expense) in obtaining  and, from time to time,  enforcing  patents,  copyrights,
trademarks and other rights and  protections  relating to said Inventions in any
and all countries.  The Executive will execute all documents  necessary to apply
for and  obtain  such  patents,  copyrights,  trademarks  and other  rights  and
protections on such  Inventions,  as the Company may request,  together with any
assignments  thereof to the Company or persons designated by it. The Executive's
obligation to assist the Company in obtaining and enforcing patents, copyrights,
trademarks and other rights and protections  relating to such  Inventions  shall
continue beyond the termination of employment,  but the Company shall compensate
the Executive at a reasonable rate after the Executive's  termination,  for time
actually spent by the Executive at the Company's request on such assistance.


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      (ii) In the event the  Company  is unable,  after  reasonable  effort,  to
secure the  Executive's  signature on any document or documents  needed to apply
for or prosecute any patent,  copyright or other right or protection relating to
an Invention,  for any reason whatsoever,  the Executive does hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
his agent and attorney-in-fact, to act for and on his behalf to execute and file
any such application or applications and to do all other lawfully permitted acts
to further  the  prosecution  and  issuance of  patents,  copyrights  or similar
protections  solely  with  respect to  Inventions  with the same legal force and
effect as if executed by the Executive and the Executive does ratify, affirm and
approve all such lawfully permitted acts accordingly.

8.    SPECIFIC PERFORMANCE.

      The Executive acknowledges that a breach of any of the covenants contained
      in this  agreement  may  result  in  material,  irreparable  injury to the
      Company for which there is no adequate  remedy at law, that it will not be
      possible to measure  damages for such injuries  precisely and that, in the
      event of such a breach,  any  payments  remaining  under the terms of this
      Agreement shall cease and the Company,  without posting any bond, shall be
      entitled  to obtain a temporary  restraining  order and a  preliminary  or
      permanent injunction restraining the Executive from engaging in activities
      prohibited  by this  agreement  or such other relief as may be required to
      enforce any of the covenants contained in this agreement.

9.    SUCCESSORS; BINDING AGREEMENT.

      (a) The Company will require any successor (whether direct or indirect, by
      purchase, merger,  consolidation or otherwise) to all or substantially all
      of the business or assets of the Company to expressly  assume and agree to
      perform this  Agreement in the same manner and to the same extent that the
      Company  would be  required  to  perform if no such  succession  had taken
      place.  Failure of the Company to obtain  such  assumption  and  agreement
      prior to the  effectiveness  of any such  succession  shall be a  material
      breach of this Agreement. As used in this Employment Agreement,  "Company"
      shall mean the Company as defined in this  Agreement  and any successor to
      its  business or assets as aforesaid  which  assumes and agrees to perform
      this Agreement by operation of law, or otherwise.

      (b) This Agreement shall inure to the benefit of and be enforceable by the
      Executive's personal or legal representatives,  executors, administrators,
      successors,  heirs, distributees,  devisees and legatees. If the Executive
      should die while any amount would still be payable to him  hereunder if he
      had continued to live, all such amounts, unless otherwise provided herein,
      shall be paid in  accordance  with  the  terms  of this  Agreement  to the
      Executive's  spouse  or, if there is no such  spouse,  to the  Executive's
      estate.  This  Agreement  is  personal  to the  Executive  and  may not be
      assigned by him.

10.   RESIGNATION AS OFFICER AND/OR DIRECTOR.

      In the event that the Executive's  employment is terminated for any reason
whatsoever or the Executive voluntarily terminates his employment, the Executive
agrees to resign immediately as an Officer and/or Director of Company.

11.   NOTICE.

For the  purposes  of this  Agreement,  notices  and  all  other  communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been duly  given when  delivered  by hand or mailed by United  States  overnight
express mail, or nationally  recognized private delivery service on an overnight
basis, return receipt requested, postage prepaid, addressed as follows:


IF TO THE EXECUTIVE:    CHRISTOPHER J. LECLERC
                        157 Healey Road
                        Candia, New Hampshire 03034
                        (p) 603 540-0828 (f) 603 584-0561


With copies to:   Virginia K. Sourlis
                           The Galleria
                           2 Bridge Avenue
                           Redbank, New Jersey 07701
                           Telephone: (732) 530-9007
                           Fax:  (732) 530-9008

If to the Company:         Liska Biometry, Inc.


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Notices  may  also be sent to such  other  address  as  either  party  may  have
furnished to the other in writing in accordance herewith,  except that notice of
change of address shall be effective only upon receipt.

ARBITRATION OF DISPUTES.

Any  controversy  or claim  arising out of or relating to this  Agreement or the
breach  hereof,  other than an action  brought by the Company for  injunctive or
other equitable  relief in the enforcement of the Company's rights under Section
8 above,  in which case such  action  may be  brought in any court of  competent
jurisdiction, shall be settled by arbitration in accordance with the laws of the
State of New Hampshire by three  arbitrators,  one of whom shall be appointed by
the Company, one by the Executive and the third by the first two arbitrators. If
the first two arbitrators cannot agree on the appointment of a third arbitrator,
then  the  third  arbitrator  shall be  appointed  by the  American  Arbitration
Association in the City of Nashua,  New  Hampshire.  Such  arbitration  shall be
conducted in the City of Nashua,  New Hampshire in accordance  with the rules of
the American  Arbitration  Association,  except with respect to the selection of
arbitrators  which shall be as provided in this  Section 12.  Judgment  upon the
award  rendered  by  the   arbitrators  may  be  entered  in  any  court  having
jurisdiction  thereof.  In the event that it shall be necessary or desirable for
the Executive to retain legal  counsel  and/or incur other costs and expenses in
connection with the  enforcement of any or all of the  Executive's  rights under
this  Agreement,  the Company shall pay (or the  Executive  shall be entitled to
recover  from  the  Company,  as the  case  may be) the  Executive's  reasonable
attorneys' fees and other  reasonable  costs and expenses in connection with the
enforcement of said rights  (including the enforcement of any arbitration  award
in  court)  in the  event  that an  arbitration  award  is made in  favor of the
Executive,  unless and to the extent that the  arbitrators  shall determine that
under the  circumstances  recovery by the  Executive  of all or part of any such
fees and costs  and  expenses  would be  inequitable  or  otherwise  unjust  13.
ATTORNEYS' FEES.

The  prevailing  party in any legal or  arbitration  proceedings  brought  by or
against the other  party to enforce any  provision  of this  Agreement  shall be
entitled to recover against the non-prevailing  party the reasonable  attorneys'
fees,  court  costs,  arbitration  fees  and  other  expenses  incurred  by  the
prevailing party.

14.   REPRESENTATIONS AND WARRANTIES.

      The Executive  hereby  represents and warrants that he is willing and able
to enter into this  Employment  Agreement  and to render his  services  pursuant
hereto and that neither the execution and delivery of this Employment Agreement,
nor the  performance  of his duties  hereunder,  violates the  provisions of any
other  agreement  to which he is a party or by which he is bound.  It is further
provided that the Executive  shall indemnify the Company for any and all damages
and/or  expenses  (including  attorney's  fees) that may result from a breach of
such representations.

15.   EXPENSES.

      Each party  shall pay its own  expenses  incident  to the  performance  or
enforcement  of this  Agreement,  including all fees and expenses of its counsel
for all activities of such counsel undertaken pursuant to this Agreement, except
as otherwise herein specifically provided.

16.   WAIVERS AND FURTHER AGREEMENTS.

      Any waiver of any terms or conditions of this Agreement  shall not operate
as a waiver of any other breach of such terms or conditions or any other term or
condition,  nor shall any failure to enforce any provision  hereof  operate as a
waiver of such provision or of any other provision  hereof;  provided,  however,
that no such written waiver, unless it, by its own terms, explicitly provides to
the contrary,  shall be construed to effect a continuing waiver of the provision
being waived and no such waiver in any instance shall constitute a waiver in any
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other  instances or for all other purposes to
require full compliance  with such provision.  Each of the parties hereto agrees
to execute  all such  further  instruments  and  documents  and to take all such
further action as the other party may reasonably  require in order to effectuate
the terms and purposes of this Agreement.


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<PAGE>


17.   AMENDMENTS.

      This  Agreement  may  not  be  amended,  nor  shall  any  waiver,  change,
modification,  consent or  discharge  be  effected  except by an  instrument  in
writing  executed by or on behalf of the party against whom  enforcement  of any
waiver, change, modification, consent or discharge is sought.

18.   SEVERABILITY.

      If any provision of this Agreement shall be held or deemed to be, or shall
in fact be, invalid,  inoperative or  unenforceable as applied to any particular
case in any  jurisdiction or  jurisdictions,  or in all  jurisdictions or in all
cases, because of the conflict of any provision with any constitution or statute
or rule of public policy or for any other reason,  such  circumstance  shall not
have the effect of rendering the  provision or  provisions in question  invalid,
inoperative or unenforceable  in any other  jurisdiction or in any other case or
circumstance or of rendering any other provision or provisions  herein contained
invalid,  inoperative or  unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution,  statute or rule
of public policy, but this Employment  Agreement shall be reformed and construed
in  any  such   jurisdiction  or  case  as  if  such  invalid,   inoperative  or
unenforceable  provision  had never been  contained  herein  and such  provision
reformed so that it would be valid,  operative  and  enforceable  to the maximum
extent permitted in such jurisdiction or in such case.

19.   COUNTERPARTS.

      This Agreement may be executed in two or more counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument, and in pleading or proving any provision of this Agreement,
it shall not be necessary to produce more than one of such counterparts.

20    SURVIVAL.

      Sections 3, 4, 5, 6, 7, 8, 11, 12, and 20 shall survive the termination of
this Agreement.

21.   SECTION HEADINGS.

      The headings  contained in this Agreement are for reference  purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.

22.   GENDER.

      Whenever used herein,  the singular  number shall include the plural,  the
plural shall include the  singular,  and the use of any gender shall include all
genders.

23.   ENTIRE AGREEMENT.

      This Agreement  together with any  attachments or Exhibits hereto contains
the  entire  agreement  of the  parties  and  there  are no  other  promises  or
conditions  in any other  agreement,  whether  oral or written.  This  Agreement
supersedes any prior written or oral agreements between the parties.

24.   GOVERNING LAW.

      This  Agreement  shall  be  governed  by and  construed  and  enforced  in
accordance with the law (other than the law governing conflict of law questions)
of the State of Florida.

IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date and
year first above written.


Executive:

Name: ______________________
         Christopher J. LeClerc


LISKA BIOMETRY, INC.

By: _________________________
         Lam Ko Chau
         President


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