March
      1,
      2005





Mr.
      Kevin
      Henderson


655
      Davis
      Road


League
      City, TX


77573





Dear
      Mr.
      Henderson:





Constellation
      Biometrics Corporation (“the Company”) is pleased to offer you the position of
      President with an effective start date of March 1, 2005.





As
      President you will serve
      the
      Company faithfully, diligently and to the best of your ability, under the
      direction of the CEO of the Company. You will render such services during the
      term of employment from your present location in Houston, Texas, although you
      may be required to travel at company’s expense to the Company’s principal place
      of business, or at such alternate locations as may be agreed upon with the
      CEO,
      and you will devote all of your business time to the performance of your duties.





You
      will
      have such duties and powers as
      generally pertain to the office of President for both product development and
      business development of said products, subject to the control of the CEO. The
      precise services and duties that you are obligated to perform may from time
      to
      time be changed, amended, extended or curtailed by the CEO of the
      Company.





The
      Term
      of your employment shall commence on March 1, 2005 and continue thereafter
      for a
      term of two (2) years, or earlier terminated subject to the terms and conditions
      set forth below.





The
      Company will pay you a minimum annual salary of sixty thousand dollars
      ($60,000.00), payable in equal installments at the end of such regular payroll
      accounting periods as are established by the Company.





In
      addition, the Company may adjust the salary upward from time to time, and award
      bonuses in cash, or other property and services.





During
      the term of employment, you shall be entitled to participate in all medical
      and
      other employee benefit plans, including vacation, sick leave, retirement
      accounts, profit sharing, stock option plans, stock appreciation rights, and
      other employee benefits, provided by the Company to employees of the same or
      similar hierarchy, including a $300.00 per month car allowance.








300
      Sunport Lane • Orlando, Florida 32809


Phone:
      407.541.0773 • Fax: 407.240.1431


www.sequiam.com •
      sales@sequiam.com








The
      Company shall reimburse you for reasonable and necessary expenses incurred
      by
      you on behalf of the Company in the performance of your duties provided that
      such expenses are adequately documented in accordance with the Company's written
      policies, which will be provided to you at the time they became
      effective.





You
      will
      devote as much of your business and professional time and effort, attention,
      knowledge, and skill to the management, supervision and direction of the
      Company’s business and affairs as is necessary to ensure the success of the
      Company as determined solely by the CEO. You may not, during the term of
      employment be interested directly or indirectly, in any manner, as partner,
      officer, director, advisor, employee or in any other capacity in any other
      business; except that nothing shall prevent or limit your right to invest any
      of
      your surplus funds in the capital stock or other securities of any company
      or
      limited partnership, or whose stock or securities are publicly owned or are
      regularly traded on any public exchange; nor shall anything herein prevent
      you
      from investing or limit your right to invest your surplus funds in real estate;
      nor shall anything herein prevent you from serving in a volunteer capacity
      as
      officer, director, or advisor for professional or charitable organizations
      with
      which you are or may become affiliated. You will be able to provide support
      to
      prior obligations of projects sold to other companies upon disclosure to and
      agreement with the CEO, which will not be unreasonably withheld.





Your
      employment can be terminated for cause. The Company shall have no obligations
      beyond thirty days notice and payment through such date of all salary, benefits,
      and bonuses (pro-rata) in the case of termination for cause. Termination for
      cause shall be defined as, and limited to gross dereliction of executive duties,
      including violation of any written company policies, violation of any federal
      or
      state laws that materially impact the company’s financial performance, its
      reputation or relationships with customers.





The
      CEO
      may, at his sole discretion, terminate for reasons other than cause at any
      time
      with thirty days notice. Such reasons may include a desire to restructure the
      management team or change the executive’s role within the Company.





You
      shall
      not, in any manner, for any reason, either directly or indirectly, divulge
      or
      communicate to any person, firm or company, any confidential information
      concerning any matters not generally known in the biometrics industry or
      otherwise made public by the Company which affects or relates to the Company’s
      business, finances, marketing and operations, research, development, inventions,
      products, designs, plans, procedures, or other data (collectively, “Confidential
      Information”) except in the ordinary course of business or as required by
      applicable law.





You
      further agree that all documents and materials furnished to you by the Company
      and relating to the Company’s business or prospective business are and shall
      remain the exclusive property of the Company as the case may be. You shall
      deliver all such documents and materials to the Company upon demand and in
      any
      event upon expiration or earlier termination of your employment. Any payment
      of
      sums due and owing to you by the Company upon such expiration or earlier
      termination shall be conditioned upon returning all such documents and
      materials.








300
      Sunport Lane • Orlando, Florida 32809


Phone:
      407.541.0773 • Fax: 407.240.1431


www.sequiam.com •
      sales@sequiam.com








All
      ideas, inventions, and other developments or improvements conceived or reduced
      to practice by you, alone or with others, during the term of your employment,
      whether or not during working hours, that are within the scope of the business
      of the Company or that relate to or result from any of the Company’s work or
      projects or the services provided by Employee to the Company pursuant to this
      Agreement, shall be the exclusive property of the Company. Employee agrees
      to
      assist the Company during the term, at the Company’s expense, to obtain patents
      and copyrights on any such ideas, inventions, writings, and other developments,
      and agrees to execute all documents necessary to obtain such patents and
      copyrights in the name of the Company.





Cash
      Bonus:





A
      cash
      bonus of $35,000.00 will be extended upon successful negotiations to acquire
      Biometrics.co.za at a significantly more affordable price than originally
      offered. This bonus will be paid in 12 monthly installments beginning on the
      first day of the second calendar month after successful closing of the
      acquisition.





Annual
      Cash Bonus:





The
      Company will pay an annual cash bonus that is to be calculated as of the close
      of the financial books each year (the annual milestone). The bonus is expected
      to be paid within thirty days, but in any event no later than sixty days after
      the close of the books. The cash bonus will be paid in three parts: 1) Business
      Development essential for growing a new business pipeline and for sustaining
      future earnings, 2) Realized Revenue essential for meeting revenue expectations,
      and 3) Net Income essential for ensuring profitability.





·
            Element
                1: The cash bonus compensation payout for this element will be $14,400.00
                and will be earned when Constellation Biometrics Corporation sales
                projection is met or exceeded. For calendar year 2005, the sales
                goal
                shall be $750,000.00 for calendar year 2006, one million and thereafter,
                as agreed, or if no agreement can be reached, as is reasonable.


·
            Element
                2: The cash bonus compensation payout for this element will be based
                on a
                direct calculation of 3/4 of 1% of gross sales recognized in the
                calendar
                year.


·
            Element
                3: The cash bonus compensation payout for this element will be $14,400.00
                and will be earned when Constellation Biometrics Corporation net
                income
                budgets are met or exceeded. Reasonable bonus target adjustments
                may be
                made after initial budget approval to reflect subsequent changes
                corporate
                priorities or resource allocations by year as is reasonable under
                the
                circumstances.





Employee
      is executing an employment contract with both Sequiam Biometrics, Inc. and
      Constellation Biometrics Corp., and employee shall not be obligated to work
      more
      than the normal work hours in the aggregate on both employment agreements.
      Furthermore, a termination or breach of one of the agreements shall be deemed
      to
      be a termination or breach of the other agreement.








300
      Sunport Lane • Orlando, Florida 32809


Phone:
      407.541.0773 • Fax: 407.240.1431


www.sequiam.com •
      sales@sequiam.com








Welcome
      to Constellation Biometrics Corporation. We look forward to many successful
      years together.











Sincerely,











Nick
      VandenBrekel


CEO





Accepted
      and agreed to:





Kevin
                Henderson
            
            Date








300
      Sunport Lane • Orlando, Florida 32809


Phone:
      407.541.0773 • Fax: 407.240.1431


www.sequiam.com •
      sales@sequiam.com