EXHIBIT 10.4
                                    AGREEMENT

     THIS  AGREEMENT,  made and entered into this ____ day of May,  2001, by and
between  ELVA  INTERNATIONAL,  INC. , a Florida  (USA)  corporation,  having its
principal place of business at 222 Lakeview Avenue,  Suite 415, West Palm Beach,
FL 33401, (hereinafter "ELVA" and PERROT, LTD. a Bahamian corporation,  Beaumont
House, Bay Street, P.O. Box N8680, Nassau, Bahamas (hereinafter "PERROT").

     WHEREAS,  ELVA has its business  operations in the United States and France
among other jurisdictions,  and holds a substantial  controlling interest in the
stock of ELVA, S.A., a French limited company. ELVA has its principal object the
design,  development and marketing of  microelectronic  components in all smart,
identification, security card type products and related technologies; and

     WHEREAS, ELVA markets directly, and through its subsidiary, a smart payment
card with  protected  identification  known as the VocaliD Card,  the patents on
which are owned by either the parent or subsidiary; and

     WHEREAS, PERROT is desirous of and has committed to furnish the services of
LIONEL ROTCAGE (hereinafter "ROTCAGE") on behalf of PERROT to assist ELVA in the
development and expansion of its business; and

     WHEREAS,  PERROT and ROTCAGE have the  knowledge,  experience  and contacts
useful for the  expansion  of the  business  of ELVA and its  subsidiary  and is
desirous of assisting  ELVA in the expansion of its business and to increase its
commercial dynamics.




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     WHEREFORE, ELVA and PERROT agree as follows:

     1. ROTCAGE  shall be and is hereby  appointed  President,  Chief  Executive
Officer and Director of ELVA and ELVA S.A.

     2. ROTCAGE  (through  PERROT)  shall:  (a) assist ELVA and ELVA S.A. in the
expansion of its business;  (b) advise ELVA and ELVA S.A. concerning  commercial
and  marketing  strategies;   (c)  be  responsible  for  seeking  institutional,
commercial or other contacts; (d) arrange strategic opportunities helpful in the
expansion of its business and installation and distribution of its network;  (e)
assist ELVA and ELVA S.A. in connection with applications for the authorizations
or approvals necessary for the sale of its products or the licenses which may be
granted;  (f) seek  commercial  contracts  for ELVA and ELVA S.A.  including the
terms of purchase, sale, timing, price and payment therefore; (g) canvassing and
making  searches  useful  for the  expansion  of ELVA and ELVA S.A.  in the high
technology  field (smart,  identification,  security cards) and in other sectors
likely to facilitate the profits of ELVA and ELVA S.A.;  (h) be responsible  for
making studies of strategic and financial  resources as well as all searches and
canvassing  useful  to ELVA and ELVA  S.A.  to  ensure  its  external  growth by
acquisition,  capital injection, merger, split-up, or alliances or combinations;
(i) be  responsible  for  research,  studying and  monitoring  of the  strategic
resources  and of all  financial  operations  of ELVA and ELVA  S.A.,  including
public offerings or private  financing  therefore;  and; (j) to take any and all
other acts he deems beneficial to ELVA and ELVA S.A.

     3. PERROT and ROTCAGE shall not be  exclusively  dedicated to the endeavors
of ELVA and ELVA S.A.  and shall be entitled to engage in other  endeavors  with
third  parties or in his or its own  endeavors as long as such  endeavors do not
compete with ELVA and ELVA S.A.

     4. The term of this  Agreement  shall  be for a  period  of four (4)  years
commencing May 1, 2001, and  terminating  on April 30, 2005,  provided  however,
this Agreement shall be renewable

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from year to year thereafter on the same terms and conditions of compensation
and with the same duties.

     5. Compensation shall be payable to PERROT (PERROT  responsible for ROTCAGE
compensation) by ELVA as follows:  a total of 912,000 shares of the common stock
of ELVA for the four (4) year term,  payable in advance  (restricted  under Rule
144);  after any splits or adjustments in issued and  outstanding  stock of ELVA
within ninety (90) days from the date hereof.

     6. ELVA shall  reimburse  PERROT and  ROTCAGE for all  reasonable  business
expenses  incurred  on  behalf  of ELVA or ELVA  S.A.  during  the  term of this
Agreement.

     7. PERROT and ROTCAGE agree that during the term of this contract and for a
period of two (2) years after termination  thereof, he shall not disclose to any
third party any technical or commercial information concerning ELVA or ELVA S.A.

     8. For a term of two (2) years from and after the expiration or termination
of this Agreement,  PERROT and ROTCAGE shall refrain from representing or having
any direct or indirect interest in ELVA or ELVA S.A., or any similar business.

     9. This Agreement is governed by the laws of the State of Florida.

     10.  Disputes  arising   hereunder  shall  be  subject  to  arbitration  in
accordance  with the  rules  governing  arbitration  in the  United  States  and
specifically in the jurisdiction of Florida.






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     IN TESTIMONY WHEREOF, witness the signatures of the parties hereto.

ELVA S.A.                                            ELVA INTERNATIONAL, INC.



By:    /s/ Patrick Misko                         By: /s/ Cedric Colnot
---------------------------------                -------------------------------



By:        /s/ Cedric Colnot                     By: /s/ Lionel Rotcage
--------------------------------------           ------------------------------
   Cedric Colnot, Director                       Lionel Rotcage, Director



 By:    /s/ Patrick Misko                         By: /s/ Serge Parienti

 --------------------------------------          -------------------------------

 Patrick Misko, Director                         Serge Parienti, Director



 PERROT, LTD.




 By:/s/ Lionel Rotcage

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