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EXHIBIT 10.1

This Agreement is made as of December 9,2002 by and between Ocean Data Equipment
Corporation, a Delaware Corporation; hereinafter called "ODEC", and its
subsidiary Ergo Systems, a Virginia Corporation; hereinafter called Ergo and
Markland Technologies, a Florida Corporation hereinafter called "Markland" and
its subsidiary Security Technology Inc., a Delaware Corporation hereinafter
called "STI".

                                    RECITALS:


(A)      ODEC owns via its wholly owned subsidiary Ergo Systems a General
         Services Administration (GSA) contract GS 35F4874H, as set forth in
         Exhibit A to this Agreement. As sole equity owner of subject Ergo and
         the GSA contract, it has the exclusive authority to sell or otherwise
         transfer ownership of these assets.

(B)      ODEC wishes to sell Ergo and STI wishes to purchase such on the terms
         and conditions contained in this Agreement.

(C)      ODEC warrants that Ergo has no liabilities current or past and no
         assets other than the above GSA contract and associated accounts
         receivables and accounts payables in relation thereto.

(D)      Markland and its subsidiary STI wish to employ ODEC during the two year
         period following the effective date of this Agreement to perform such
         tasks as may be necessary to orderly execute the Statement of Work
         required under the subject GSA contract GS 35F4874H. The scope of such
         tasks, along with the compensation for such will be defined as those
         required activities become necessary to complete via standard purchase
         order agreements.

(E)      In addition to those tasks denoted previously in "(D)", Markland and
         STI wish to employ ODEC, on a job-by-job basis to perform strategic
         marketing, research, field surveys, product development activities and
         all else necessary to support the GSA contract and its application to
         customers. Such services shall be provided to Markland and/or STI
         and/or to any entity to whom Markland and/or STI has authorized to
         perform under the GSA contract. Fees for such services shall be
         mutually agreed upon, as reasonably determined by ODEC and the
         contracting entity. As part of its obligations under this Agreement,
         ODEC agrees to accept such assignments on a job-by-job basis as
         specified herein.


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                                   AGREEMENTS:

I.       SALE AND PURCHASE

1.1      ASSETS. Relying upon the representations and warranties, subject to the
         terms and conditions contained herein, ODEC agrees to sell and STI
         agrees to purchase Ergo Systems. Such assets are described, without
         limitation, in Exhibit A.

1.2      PURCHASE PRICE AND TERMS. The purchase price, along with payment terms
         and instrument for such are contained in Exhibit B.


II.      REPRESENTATIONS AND WARRANTIES

2.1      ODEC represents and warrants to Markland and its subsidiary STI as
         follows:

(a)      CORPORATE STATUS. ODEC is a corporation duly organized and existing in
         good standing under the laws of the State of Delaware and is qualified
         to do business with full power, corporate and otherwise, to carry on
         its business and own its assets.

(b)      OFFICER STATUS. Robert Tarini is the President of ODEC and represents
         himself to be duly authorized to act on behalf of ODEC as to execute
         this Agreement on their behalf. Ken Ducey is the President of Markland
         and its STI subsidiary and represents himself to be fully authorized to
         act on behalf of Markland and STI as to execute this Agreement on their
         behalf.

(c)      TITLE OF ASSETS. ODEC warrants that it is the sole owner of all assets
         and rights to assets, including rights to sell or otherwise transfer
         and use assets which are contained in Exhibit A. Further, ODEC warrants
         that all assets contained in Exhibit A are free and clear of all
         pledges, liens, encumbrances, security interest, mortgages, deeds of
         trusts and claims whatsoever and of any and all restrictions on ODEC's
         right to sell such to STI.

(d)      PRIOR/FUTURE ASSET SALES. ODEC warrants that no entity has previously
         purchased or been granted the rights to utilize, market or sell (or
         lease) any of the Assets denoted in Exhibit A.

(e)      LITIGATION, PROCEEDINGS OR CLAIMS. ODEC warrants that there is no
         litigation, governmental proceeding, patent dispute or the like either
         threatened or pending against ODEC, which might adversely affect the
         ability of ODEC to transfer subject Assets to STI or that might result
         in an unclear title to subject Assets. ODEC shall indemnify Markland
         and STI against any claims by any other party for patent infringement,
         prior ownership or the like. ODEC shall not indemnify Markland or STI
         against any claims by any other party for patent infringement, prior
         ownership or the like resulting from the actions of Markland or STI
         over which ODEC has no direct control.

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2.2      REPRESENTATIONS AND WARRANTIES OF MARKLAND AND STI. Markland and STI
         represent and warrant to ODEC as follows:

(a)      COMPANY STATUS. Markland and STI are Corporations duly organized and
         existing in good standing under the laws of the States of Florida and
         Delaware respectively, and are qualified to do business with full
         power, company and otherwise, to carry on their respective businesses
         and own their respective assets.

(b)      OFFICER STATUS. Ken Ducey, Executive Vice President of Markland and STI
         is duly authorized to execute this Agreement on behalf of Markland and
         STI.

III.     COVENANTS

3.1      CONFIDENTIAL INFORMATION. All technical and business information
         furnished by either party in connection with the transactions
         contemplated by this Agreement shall be maintained in confidence and
         shall not be disclosed to any party not part of this Agreement or used
         except for the purposes of this Agreement. The foregoing obligations
         shall not apply to information which the recipient can show that (a)
         the information was previously known to it at the time of receipt, (b)
         was in the public domain without fault of recipient, (c) corresponds to
         information which was furnished to the recipient by a third party
         lawfully entitled to do so, (d) was developed independently by
         personnel of the recipient who has no access to the information or (e)
         is required to be disclosed in legal proceedings or to the SEC. If this
         Agreement shall not be closed, parties shall return to each other all
         documents submitted by the respective party (sender).

3.2      NONCOMPETITION. ODEC agrees not to compete, directly or indirectly with
         Markland or STI in any activities which are undertaken within the scope
         of the GSA contract. Further, ODEC agrees, that if Markland or STI
         should sell, lease, license or otherwise transfer rights to utilize
         and/or ownership of subject Assets denoted in Exhibit A, ODEC nor
         persons or entities under their control shall compete with the
         recipient(s) of said technology in any activities which are undertaken
         within the scope of the GSA contract. Lastly, ODEC agrees not to become
         an independent consultant or employee or shareholder in any entity
         which competes with Markland or STI, its successors or assignees in any
         way which involves the delivery of goods and services designated in the
         GSA contract listed in Appendix A.


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IV  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES

4.1      CONDITIONS TO THE OBLIGATIONS OF MARKLAND. The obligations of Markland
         and STI to close this Agreement are subject to the following
         conditions:

(a)      REPRESENTATIONS AND WARRANTIES. The representations and warranties of
         ODEC shall continue to be accurate in all respects on the Closing Date,
         subject to changes occurring in the ordinary cause of business and not
         materially adverse in nature.

4.2      CONDITIONS TO THE OBLIGATIONS OF ODEC. The obligations of ODEC to close
         this Agreement are subject to the following conditions:

(b)      REPRESENTATIONS AND WARRANTIES. The representations and warranties of
         Markland and its subsidiary STI shall continue to be accurate in all
         respects on the Closing Date, subject to changes occurring in the
         ordinary cause of business and not materially adverse in nature.

4.3      FAILURE OF FULFILLMENT OF CONDITIONS; REMEDIES. The parties each agree
         to make the reasonable efforts to fulfill their respective conditions
         and to cooperate with the other party in fulfillment of its conditions.
         If any party fails or refuses to perform this Agreement, the other
         party or parties shall be entitled to specific performance of this
         Agreement or such other remedies as may be granted in equity or law by
         a court of competent jurisdiction.


V.       DOCUMENTS TO BE DELIVERED

5.1      DOCUMENTS DELIVERED BY ODEC. ODEC shall deliver to STI the following
         documents:

(a)      All paperwork and corporate files associated with Ergo Systems.

(b)      All paperwork and files associated with the GSA contract GS 35F4874H.

(c)      All corporate stock duly endorsed over to STI of Ergo Systems.



VI.      GENERAL PROVISIONS

6.1      SURVIVAL; INDEMNITIES. All representations, warranties and agreements
         of the parties shall survive the Closing. ODEC shall indemnify Markland
         and STI and Markland and STI shall indemnify ODEC against all loss,
         liability, damage and expense resulting from willful, material untruth,
         inaccuracy or incompleteness of the information contained in their
         respective representations and warranties or any failure to perform
         their respective agreements.

6.2      ENTIRE AGREEMENT. In entering into and Closing this Agreement, no party
         has relied or shall rely upon any promises, estimates, projections,
         representations and warranties not expressed herein, and this Agreement
         expresses their entire agreement on the subject matter.

6.3      AMENDMENT AND WAIVER. Neither this Agreement nor any provision or
         provisions herein may be amended or waived except by a written
         amendment executed by all parties.

6.4      GOVERNING LAW. The validity, interpretation, performance and
         enforcement of this Agreement shall be governed by the laws of the
         State of Rhode Island. Each of the parties to this Agreement consents
         to the jurisdiction of the federal and state courts in Rhode Island in
         all matters relating to this Agreement.

6.5      NOTICES. All notices or other communications hereunder shall be given
         in writing and shall be deemed to be duly delivered if mailed, first
         class postage prepaid or if delivered by traceable courier service to
         each of the parties.

6.6      EXPENSES. ODEC shall pay all costs and expenses incurred by it
         (including, without limitation, the payment of all fees and expenses of
         their counsel, consultants, agents and any other party engaged by
         them). Markland and STI shall pay all costs and expenses incurred by
         them (including, without limitation, all fees and expenses of their
         counsel, consultants, agents and any other party engaged by them) in
         carrying out their respective obligations under this Agreement and the
         transactions contemplated herein.

6.7      APPLICABILITY OF SIGNATURES. It is expressly understood that all
         signatures for ODEC, Markland and STI placed upon this Agreement shall
         be construed as a signature on behalf of the respective business entity
         (corporation or limited liability company) only and not representing
         the signatory as an individual; Nor does any signatory for ODEC,
         Markland or STI assume or accept any personal liability whatsoever as
         related to this Agreement or any transaction related to such.



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6.8      CLOSING TERMS AND CONDITIONS The transaction shall be deemed to be
         effective only upon payment of the $75,000 as described in Payment
         terms and Conditions below. Closing will be deemed to have occurred
         upon receipt of this first payment.

VII.     PAYMENT TERMS AND CONDITIONS

7.1      SCHEDULE OF PAYMENTS. The following schedule for payment is agreed upon
         by both parties; total payment made to ODEC for Ergo shall equal
         $400,000 with no interest payments due. Of this amount $75,000 will be
         due at the closing. An additional $125,000 will be due within 120 days
         of closing and the remaining amount of $200,000 will be due and payable
         within 12 months of closing. All payments shall be made by STI to ODEC.


IN WITNESS WHEREOF, the parties have executed this Agreement effective the
latest date shown below.


SECURITY TECHNOLOGY, INC.


By /s/ Ken Ducey, Jr.                        Date January 3, 2003
   ---------------------                          --------------------
Title: President/CFO


MARKLAND TECHNOLOGIES


By /s/ Ken Ducey, Jr.                        Date January 3, 2003
   ---------------------                          --------------------
Title: President/CFO



ODEC


By /s/ Robert Tarini                         Date January 3, 2003

President



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                                    EXHIBIT A


                                     ASSETS
                                     ------


A.1 DEFINITION OF ASSETS. For the purposes of this Agreement, the definition of
"Assets", as further denoted in this Exhibit shall be: (1) All the corporate
stock of Ergo Systems and (2) GSA contract GS 35F4874H and associated accounts
receivables and accounts payables in relation thereto


                                    EXHIBIT B


                            PURCHASE PRICE AND TERMS

B.1 PURCHASE PRICE OF ASSETS. The purchase price of all assets as denoted in
Exhibit A shall be four hundred thousand dollars. ($400,000.00), payable in
accordance with paragraph 7.1.