Exhibit 10.3
Agreement with Manoj Hippola

                    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 MANOJ
HIPPOLA, a resident of the province of Ontario (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  FINANCIAL
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
CANADIAN DOLLARS in accordance with the Company's normal payroll practices.  The
Base Compensation paid to the Executive shall be SIXTY FIVE THOUSAND (C$ 65,000)
per year, payable bi-weekly in arrears.

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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,  free  trading  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  1,200,000  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. In the event that
it is  conclusively  determined  by Canada  Customs  and  Revenue  Agency or the
Ontario Ministry of Revenue that this  compensation  has  consequences  that are
materially adverse to the interests of the Executive, the Executive may elect to
waive his entitlement to such shares with retroactive  effect, in which case the
Company  shall award the  Executive an equal number of stock  options  under the
prevailing  terms of the  Company's  Employee  Stock  Option Plan at an exercise
price equal to the value  established  by the  Company's  Board of  Directors to
represent  fair  value  of the  shares  as of the  date  of  execution  of  this
agreement.

(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

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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.

(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.

(E) 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
paragraph 3(a) above. 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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(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.

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.

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(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.

      (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

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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:    MANOJ HIPPOLA
                        123 SAPHIR AVENUE
                        OTTAWA, ONTARIO K4B 1J9
                        (613) 824-7424

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
Province of Ontario by a single arbitrator.  Such arbitration shall be conducted
in the City of Ottawa, Ontario in accordance with the rules of the ADR Institute
of Canada. 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.

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

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<PAGE>

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:
     -----------------------
      Manoj Hippola

LISKA BIOMETRY, INC.


By:
   -------------------------
      Lam Ko Chau
      President

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