Exhibit 10.5

                          STRATEGIC ALLIANCE AGREEMENT

This Strategic Alliance Agreement is made and entered into this 7th day of May
2001 by and between BSI2000, Inc. ("BSI'), a Colorado corporation with offices
located at 12600 West Colfax Avenue, Suite B410 Lakewood, Colorado 80215 USA and
L.C. Sistemia ("SISTEMIA"), an Italian company with offices located at 00188 -
Roma via della Giustiniana, 630 Italia.

WHEREAS, BSI designs, builds, and markets proprietary and patent pending systems
for various applications that use optical cards and wishes to team, on an
exclusive basis, with SISTEMIA for the joint purpose of introducing and
marketing and selling its software/hardware integrated optical card processing
systems (hereinafter "BOX" or "BOXes") into Italy;

WHEREAS, SISTEMIA is a systems engineering, integration, and project management
company that wishes to team, on an exclusive basis, with BSI for the joint
purpose of introducing and marketing and selling the BSI BOXes into Italy.

THEREFORE, in consideration of the mutual covenants hereinafter set forth, BSI
and SISTEMIA hereto agree as follows:

1.    Strategic Alliance. The parties hereto agree to work together in good
      faith, on a bilateral exclusive and best efforts basis, to develop and
      market, as quickly as practical, the BOXes, developed by BSI, and possibly
      modified by BSI and/or SISTEMIA, into Italy

2.    Specific Exclusive Market. The parties hereto agree that SISTEMIA, and
      only SISTEMIA, will have the exclusive right to market and sell any of the
      products of BSI, original or modified, into Italy. BSI agrees that it will
      not, during the term of this Strategic Alliance Agreement, design, market,
      or sell, either solely or in partnership or cooperation with any
      third-party, any optical card based products including BOXes into Italy
      without the express written preauthorization of SISTEMIA. SISTEMIA agrees
      that it will not, during the term of this Strategic Alliance Agreement,
      design, market, or sell, either solely or in partnership or cooperation
      with any third-party, any products that perform essentially similar
      functions as the BOXes into Italy without the express written
      preauthorization of BSI and that any products that perform essentially
      similar functions as the BOXes sold into Italy will only be obtained
      through BSI.


<PAGE>

3.    Responsibilities of BSI. BSI agrees that it will use its best efforts to:
      Work closely with SISTEMIA to understand the requirements of customers in
      Italy in order to develop and provide, in a timely manner, manufactured
      BOXes or variants that SISTEMIA can sell; Assist SISTEMIA, at its request,
      in preparing marketing and training materials relative to optical cards;
      and Support SISTEMLA. in any way practical to further the goal of selling
      BOXes into Italy; and Modify its BOXes to meet the specific needs of the
      market in Italy

4.    Responsibilities of SISTEMIA. SISTEMIA agrees that it will use its best
      efforts to: Work closely with BSI to educate BSI about the requirements of
      customers in Italy; Keep BSI informed about its general activities in
      marketing and selling BOXes into Italy; Actively market and sell the BSI
      BOXes into Italy; and to Propose to act as Prime Contractor to the Italian
      government and others for such sales of BOXes.

5.    Ownership of Technology. The parties hereto agree that ownership of all
      associated technology, already developed or to be developed, will not
      change as a result of this Strategic Alliance Agreement. The parties
      hereto agree that BSI will retain all rights and ownership of all software
      and hardware technology and all patents, that it has already developed or
      will develop, including the PC software development environment and the
      realtime runtime software component of the BOXes, that is contained within
      or used by the BOXes. Any application specific software developed by
      SISTEMIA to operate within the BOXes of BSI shall remain the sole property
      of SISTEMIA.

6.    Term of Agreement. This Strategic Alliance Agreement shall become
      effective on the date hereinabove first shown and the term of the
      Strategic Alliance Agreement shall be for ten (10) years after the
      effective date of the Strategic Alliance Agreement unless mutually
      extended, in writing, by the parties hereto or canceled as allowed in
      paragraph 9 titled Termination of Agreement.

7.    Confidential Information. The parties hereto acknowledge that certain
      business or technical information that may be disclosed by either party
      hereto to the other represents valuable, proprietary, and trade secret
      information that is the property of the disclosing party. Such information
      includes, but is not limited to, unpublished product specification and
      related technical data such as drawings, data, source computer programs,
      software, and other items; customer lists; marketing plans; the internal
      organization, business relationships and other affairs of the disclosing
      party; and other items (hereinafter "Proprietary Information"). The
      parties hereto agree, that during the course of this Strategic Alliance
      Agreement, and at all times thereafter, as specified herein, to keep all
      Proprietary Information confidential which disclosing parties indicate, in
      writing, at the time of disclosure, to be proprietary, and to not disclose
      Proprietary Information to any third party without the express written
      approval of the disclosing party other than to those employees or agents
      that must have access to Proprietary Information in order to effectively
      perform the obligations under the Strategic Alliance Agreement. The
      parties hereto each agree to take the same steps that they each utilize to
      protect their


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<PAGE>

      own similar proprietary information, but in any event not less than
      reasonable means, to protect all Proprietary Information received
      hereunder. The obligations of the parties hereto that receive Proprietary
      Information, as set forth above, shall not apply to any disclosed
      information that appears in any printed or recorded public publication or
      that ceases to be proprietary other than by disclosure by any party
      hereto; or that can be shown, by documentary evidence, to have been in the
      possession of a receiving party, prior to receipt hereunder; or that is
      available or becomes available, without restriction to the receiving
      party, from a source independent of the disclosing party; or that is
      agreed to be unrestricted by the disclosing party in writing; or that is
      developed independently by the receiving party; or that is required to be
      disclosed by the recipient party by a government agency of law, so long as
      the recipient party provides the disclosing party with written notice of
      the required disclosure promptly upon receipt of notice of the required
      disclosure; or that is not received by the receiving party, in tangible
      form and conspicuously marked "proprietary", "confidential" or some such
      similar designation. The obligations of the receiving party with regard to
      Proprietary Information shall survive the termination or expiration of
      this Strategic Alliance Agreement for a period of three (3) years.

8.    Pricing. The parties hereto agree that pricing of the hardware component
      of BOXes from BSI to SISTEMIA will be negotiated between the parties on a
      case by case basis. The parties hereto also agree that the fee for use of
      the PC software development environment and the realtime runtime software
      component of the BOXes will be a royalty on all card sales into Italy and
      that these royalties will be paid through LaserCard Systems Corporation of
      Mountainview, California.

9.    Termination of Agreement. This Strategic Alliance Agreement, other than as
      limited by the above paragraph 7 titled Confidential Information, shall
      automatically terminate upon the happening of any one of the following
      events: (a) A party hereto ceases to actively carry on business; (b) A
      party hereto fails to remedy a default of any of the terms, covenants or
      conditions, contained in this Strategic Alliance Agreement, within thirty
      (30) days after being requested, in writing by the other party hereto, to
      do so; or (c) A party hereto becomes insolvent, exercises an assignment
      for the benefit of creditors, goes into liquidation, or has a trustee
      appointed for the benefit of creditors. The parties hereto agree that BSI
      has the right to terminate the Strategic Alliance Agreement if sales to
      third-parties in Italy through SISTEMIA are less than $            ,
      $            , $            , and $            in the years 2002, 2003,
      2004, and 2005 respectively. In the event of termination of. this
      Strategic Alliance Agreement, for any reason, each party hereto shall
      return all materials to the other party hereto within 10 days of such
      termination.

10.   Miscellaneous.

      (a)   Enforceability. Should any provision of this Strategic Alliance
            Agreement be held by a court of law to be illegal, invalid, or
            unenforceable, then the legality, validity, and enforceability of
            the remaining provisions of this Strategic Alliance Agreement shall
            not be affected or impaired


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<PAGE>

            thereby.

      (b)   Waiver. The failure of any party hereto to enforce any of the terms
            and conditions of this Strategic Alliance Agreement shall not
            constitute a waiver of that party's right hereunder to enforce each
            and every term and condition of this Strategic Affiance Agreement or
            upon reasonable notice to require correction of a default previously
            waived.

      (c)   Governing Laws. This Strategic Alliance Agreement shall be deemed to
            have been entered into and shall be interpreted and governed by the
            laws of the State of Colorado.

      (d)   Headings. The headings used in this Strategic Alliance Agreement are
            for organizational purposes only and are not to be used in the
            interpretation of this Strategic Alliance Agreement.

      (e)   Total Agreement. This Strategic Alliance Agreement sets forth the
            entire agreement of the parties hereto with respect to its subject
            matter and supersedes all prior agreements, commitments, or
            representations of any kind, oral or written, and may only be
            amended or modified, in writing, by mutual consent of duly
            authorized representatives of all of the parties hereto.

IN WITNESS WHEREOF, the parties have executed this Strategic Alliance Agreement
in two originals as of the day and year first above written.


BSI2000, Inc.


/s/ Jack Harper
---------------------------------------
Jack Harper, President


L. C. Sistemia


/s/ Dott. Luigi Mezzanotte
---------------------------------------
Dott. Luigi Mezzanotte, CEO


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<PAGE>

                    ADDENDUM TO STRATEGIC ALLIANCE AGREEMENT

The Strategic Alliance Agreement, signed 7"' of May 2001, by and between
BSI2000. Inc. ("BSI"), Colorado corporation with offices located at 12600 West
Colfax Avenue, Suite B410 Lakewood, Colorado 80215 USA and L. C. Sistemia
("SISTEMIA"), an Italian company with offices located at 00188 - Roma via della
Giustiniana, 630 Italia, is hereby amended, as agreed by BSI and SISTEMIA on 8th
of May 2001, as follows:

      1.    Paragraph 9 of the Strategic Alliance Agreement, titled "Termination
            of Agreement", is amended so that the second sentence now reads "The
            parties hereto agree that BSI and Sistemia have the right to
            terminate the Strategic Alliance Agreement if sales to third-parties
            in Italy through SISTEMIA are less than $            and
            $            in the years 2002 and 2003 respectively or less than
            $            per year in 2004 and beyond."

      2.    The parties agree that BSI will sell BOXes to SISTEMIA for the
            Italian market on a cost plus basis
                                                                   ; and that
            SISTEMIA may request that BSI modify the designs and/or utilizations
            of the systems without cost to SISTEMIA.

      3.    BSI agrees that it will design and construct, to the best of its
            abilities, application software for the BOXes as requested by
            SISTEMIA for the Italian markets and that this software will be
            localized in language and nomenclature for Italy. The parties agree
            that title and ownership of such software will remain with BSI.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Strategic
Alliance Agreement in two originals as of the day and year first above written.

BSI2000, Inc.

/s/ Jack Harper
--------------------------------
Jack Harper, President


L. C. Sistemia

/s/ Dott. Luigi Mezzanotte
--------------------------------
Dott. Luigi Mezzanotte, Managing Director


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