EXCLUSIVE DISTRIBUTION AND PARTNERSHIP RIGHTS AGREEMENT
           ----------------------------------------------------------

AGREEMENT  made  this  15th day of August, 2003, by and between WonderNet, Ltd.,
having  its  principal  offices  in Kibbutz Givat Hashlosha, Israel (hereinafter
referred  to  as "WonderNet  or the Grantor), Security Biometrics Inc., a Public
Company  incorporated,  in the State of Nevada corporation, having its principal
offices  at  1410-1030  West  Georgia Street, Vancouver, BC V6E 2Y3 (hereinafter
"Security  Biometrics"  or  the  Grantee).

                                  WITNESSETH:
                                  -----------
WHEREAS,  WonderNet  is  the  owner  of  the Technology and Existing Proprietary
Property  as  hereinafter  defined;

WHEREAS,  WonderNet  and  the  Grantee wish to enter into this Exclusive Rights,
Licensing,  Distribution  and  Partnership Agreement (the 'Agreement") to enable
the  Grantee  to  exploit  WonderNet's  Technology and. the Existing Proprietary
Property  relating  thereto  within the Territory, as hereinafter defined, under
the  terms  and  conditions  of  this  Agreement;  and

NOW  THEREFORE,  in  consideration  of the mutual covenants contained herein and
other  good  and  valuable consideration from each to the other, the receipt and
sufficiency  of  which  is  hereby  acknowledged  by both parties, it is hereby
agreed  as  follows:

                                    ARTICLE 1
                                  Definitions

1.1  Definitions. The  following  terms  used  in  this Agreement shall have the
     ------------
meanings  set  forth  below:


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<PAGE>

     (a)  Exclusive  distribution  and  partnership  agreement  shall  mean this
agreement  by  and  between  WonderNet,  as Grantor, and Security Biometrics, as
Grantee.

     (b)  Existing  Proprietary  Property  shall  mean all intellectual property
rights  in the Technology, including without limitation: (i) any and all patents
and  patent  applications  filed anywhere in the world relating to or based upon
the  Technology,  including  any  and  all  continuations,  divisions  and
continuations-in-part thereof., and all patents, inventors certificates, utility
models  and  the like issuing there from, including any and all re-examinations,
reissues, renewals and extensions thereof; (ii) any copyrightable or copyrighted
works  based  upon  the  Technology,  including  computer  software and computer
programs;  (iii)  any  confidential  or  proprietary  know-how  and  information
regarding  the  Technology;  (iv) any trademarks and trade names associated with
the  Technology,  whether  or not registered; and (v) all fixed representations,
hard  copies,  computer-readable  media and other tangible implementation of the
Technology,  patent  rights,  copyrights,  trademarks  End  trade secret rights.

     (c)  "Technology"  shall  mean  WonderNet's  Penflow  proprietary Biometric
Signature Authentication ("BSA") software, that includes an "engine" (based on a
proprietary  algorithm), that analyzes the hand-written signature as a series of
pen  movements,  the  Software Development Kit (SDK) that enables to bind easily
the  engine  into  applications  and  all  software  for  the secure storage and
communication  of data which enables remote and local access including using the
Internet,  smart  cards,  or  LAN  connections  etc.

     (d) "Territory" or "Territories" shall mean North America, Mexico, Central
America,  ,  Bermuda, and the Caribbean Islands.

     (f)  "Optional  Territories"  shall mean Geographies, that the Grantee will
have  non exclusive distribution rights, for the period of one year, after which
the  sides  will according to the success in this year decide on an exclusivity.
Those  Geographies  will  be  mentioned  in  a  special  "Attachment on Optional
Territories'  to be agreed and signed, including their Revenue Goal, between the
Grantor  and  Grantee.


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<PAGE>

     (e)  "Applications  Technology"  shall  mean  any  application  or  product
developed  by  the  grantee  and  based  on  WonderNet's  Technology.

                                    ARTICLE 2
                              Covenants of Grantor

21  The  Grantor  hereby  represents,  warrants  and  convenants in favor of the
Grantee
that;

     (a)  the  Grantor is the sole owner of the Products, the Technology and the
Proprietary  Rights

     (b)  The  Grantor  owns or where deemed appropriate has undertaken steps to
obtain  patents  on  the  Products!,  Technology  and  Proprietary  Rights;

     (c)  The  Grantor  will  continue  to undertake research and development to
enhance  and  improve  the  Products,  Technology  and  Proprietary  Rights; and

     (d)  The  Grantor  will  advise and forthwith make available to the Grantee
enhancements,  modifications,  derivatives, improvements and replacements to the
Products,  Technology  and  Proprietor  Rights.

2.2  The  Grantor  acknowledges that certain applications of the Products may be
more  marketable  than others, and as such agrees to apportion its time spent on
activities  relating  to  the  research,  development,  and  enhancements of the
Products  according to the marketability of such uses, which marketability shall
be determined by the Grantee in consultation with the Grantor. The Grantee shall
from  time  to time advise the Grantor which uses are currently more marketable,
and the Grantor, will give priority to research, development and enhancements in
accordance  therewith.


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<PAGE>

                                    ARTICLE 3
                         Rights Grant and Consideration

3.1  Rights  Grant.
     --------------

     (a)  WonderNet  hereby  grants to Security Biometrics the Rights to develop
applications  or products based on it's technology as well as use, market, sell,
distribute  and  commercially  exploit  the  Technology  and.  the  Applications
Technology  within  the  Territory  and  the  rights  constituting  the Existing
Proprietary  Property  relating  thereto subject to all of the terms, conditions
and  restrictions  contained  in  this  Agreement.

     (b)  Security  Biometrics  hereby  grant  to  WonderNet  a  perpetual,
royalty-free,  sole  and  exclusive  Rights to use, market, sell, distribute and
commercially exploit the Grantee Improved Technology in all geographic locations
worldwide  other  than in the Territory; provided, however, that WonderNet shall
have  no  rights  whatsoever, whether arising under this Agreement or otherwise,
relating  to  products or technology of either Grantee other than to the Grantee
Improved  Technology.

3.2  Authority  to  Sublicense. Subject  to  all  of  the  terms, conditions and
     --------------------------
restrictions  contained  herein,  WonderNet  hereby  grants  to each Grantee the
authority  to  sub-licensing  rights  the  exercise  of  the rights specified in
Section  2.1  above  without  the prior written approval of WonderNet within the
Territory.

3.3  Reservations.(a)  WonderNet  retains  all  rights  in and to the Technology
     -------------
including  those  granted  in  Sections  3.1(a)  above.


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<PAGE>

     (b) Grantee retains rights in its applications development based on Penflow
technology.

3.5  Grantee  Development  of the Technology, Grantee agrees to use commercially
reasonable  efforts,  consistent  with  its  resources  and  its  activities and
obligations  other  than those arising under this Agreement: (1) to commercially
exploit  the  Technology  and the Applications Technology within the Territory;
and  (ii)  to  modify,  alter,  develop  and  improve  the  Technology.

                                    ARTICLE 4
                        Security Biometrics Obligations

4.1  In  consideration  for  the  rights  herein  granted;

Grantee  will  purchase  all  software products with a discount of 50% and up to
$1,000,000  of  products  purchased  annually  from  $1,000,000  to $2,000,000 a
discount of 55% and a discount of 60% for all annual purchases above $2,000,000.
All  hardware  products  will  apply  with  a  discount of 10%, as listed in the
International  price  list  attached  and  subject to changes from time to time.

     (a)  In  addition to 4.1(a), Grantee will pay a royalty equal to 12% of the
gross  transaction  and  distribution  fees  proceeds  received  by  parties
sub-licensed  to  integrate  and/or  sale  Penflow  granted  by the Grantee. The
Royalty  shall  be  paid  within  30  days  from  the  end  of  each  quarter.

     (b)  Upon  execution  of  this agreement, and for the entire period of this
agreement  The  Grantee  agrees  to  purchase  a minimum quote of US$120,000 per
quarter  of  software  licenses  from  WonderNet  Ltd.  In consideration for the
payment  Wond.erNet hereby grants Security Biometrics Inc. a perpetual rights as
defined above for the Exclusive Distribution, and Sub-Licensing Rights to enable


                                      E-18
<PAGE>

the  Grantee  to  exploit  WonderNet1s  Technology  and the Existing Proprietary
Property  relating  thereto  within  the  Territory.

     (c)  Payment for each quarter (Starting September l, 2003) will be made not
later  than  10  clays  from the beginning on each quarter in direct transfer to
WonderNet  bank  account.

     (d)  In  case of using WonderNet personnel in Territory in order to assist
by technical, business, marketing or any other aspects, the travel expanses such
as  flights,  accommodations  and  TLM  will  he shared 5O%-5O% by both parties.

4.2  All  amounts  payable  pursuant  to this Agreen,ent shall he made in United
States  Dollars.

4.3  All  payments made by Grantee to the Grantor shall be net of any applicable
taxes,  which  may be imposed provided that the Grantee is entitled to witithold
from  any  such  payments due to the Grantor any applicable income taxes whether
taxed  directly or indirectly thereupon which the Grantee is legally required to
withhold. and pay to appropriate taxing authorities. k the event that such taxes
are  withheld  by  the  Grantee,  it shall, upon payment of same, deliver to the
Grantor  official  receipts or certificates for the payment of any such required
taxes  sufficient  support  of any claims made by the Grantor for any applicable
tax  benefit  or  credit  with  respect  thereto.

4.4  Tn  the  event  that  any  monetary  obligations  of any nature owed by the
Grantee  to  th.e  Grantor  are  not  paid  by the Grantee when due, the Grantee
shall,  in  addition  to  the  unpaid  monetary  obligations, pay to the Grantor
interest  on  such  unpaid  amount  at  a  rate  equal  to  two  (2%) percent in
excess  of  the  prime  rate  of  Citibank,  New York charged to its most credit
worthy  commercial  customers  in  effect  from  time  to  time  until  such
monies  are  paid.


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<PAGE>

                                    ARTICLE 5
                        Duties and Obligations of Grantee

5.1  The  Grantee  agrees  the  best  of  its ability to conduct its business in
compliance  with  all  applicable  laws  and  regulations  of  each  country  or
jurisdiction  in which it markets the Existing Proprietary Property. The Grantee
will  not make or permit to be made any representation concerning the Grantor or
the Existing Proprietary Property other than representations, which are truthful
and  accurate.

5.2  The  Grantee shall devote its best efforts to the sale and promotion of the
Existing  Proprietary  Property.

5.3  The Grantee shall refrain from committing any act or pursuing any course or
conduct,  which  would  tend  to  bring thc Licensor or the Existing Proprietary
Property  into  disrepute.

                                    ARTICLE 6
                         Improvements to the Technology

6.1 WonderNet Improvements. Grantee acknowledges and agrees that WonderNet shall
    -----------------------
retain  exclusive  ownership to the Applications Technology, which are developed
durin.g the term of this Agreement as well as after this Agreement is terminated
regardless  of  the  cause  or  method  of  termination.

6.2  Security  Biometrics  Improvements. WonderNet  acknowledges  and  agrees
     -----------------------------------
that  Security  Biometrics  shall  retain  ownership  to  applications developed
by  them  based.  or  related  to  the  Penflow  technology, which are developed


                                      E-20
<PAGE>

during  the  term  of  this  Agreement  as  well  as  after  this  Agreement  is
tenninated  regardless  of  the  cause  or  method  of  termination.

6.3  Page:  8

Security Biometrics will not develop any application andlor technology which may
compete,  directly  or  indirectly  with  WonderNet's  products.

                                    ARTICLE 7
                  Rights and Obligations of Grantor and Grantee

7.1  Confidentiality  and  Disclosures  to  Third  Parties. Any party hereto may
     ------------------------------------------------------
disclose  any  confidential information relating to the Technology, the Existing
Proprietary  Property,  and the Applications Technology or the Crantee Improved.
Technology  (hereinafter  the "Disclosing Party") to third parties only pursuant
to a confidentiality agreement between the Disclosing Party and the third party.
The  parties  hereto  acknowledge  and  agree that, because of the nature of the
property  riglts  involved  in  this  Agreement, any breach of their obligations
under  this  Section  6  shall  cause  immediate,  irreparable  injury  to  th.e
non-breaching  party(ies);  therefore, each party hereby agrees and acknowledges
that  the  non-breaching  party( es) shall be entitled, in addition to any other
rights  and remedies at law and in equity, to seek temporary, preliminary and/or
permanent  injunctions  in  the  event  an  unauthorized.  disclosure is made or
appears  to  be imminent. Each party's duty of confidentiality shall survive the
termination of this Agreement regardless of the cause or method. of termination.

7.2  Rights  to  the  Technology.  WonderNet  hereby  represents,  warrants  and
     ---------------------------
covenants  that  WonderNct  is the sole owner of the Technology and the Existing
Proprietary  Property  and, except for the rights granted to the Grantee in this
Agreement,  and has the exclusive right and Rights for the use of the Technology
together  with  the  right  to  Rights  and  sub-Rights  to others, manufacture,
distribute  and  sell  the  Technology.

                                    ARTICLE 8
                   Protection of Intellectual Property Rights


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<PAGE>

8.1  Authorization  to  Grantee to File for Intellectual Property Protection In
     ---------------------------------------------------------------------------
the  Territory.  Subject  to the provisions of Section 2.1, Section 3,3, Section
---------------
7.1  hereof  and  all  of  the  other terms and conditions contained herein, the
Grantee shall have the authority, but not the obligation, to take actions in the
Territory  on behalf of WonderNet such as filing patent applications and seeking
registrations  of  copyrights  for  the  purpose  of  securing  and  protecting
intellectual  property  rights  for  WonderNet  in  the  Technology  and  the
Applications  Technology.  The  authority granted in this Section 8.1 may not be
assigned, delegated or sublicensed. The Grantee shall bear the expense of all of
their  activities under this Scction 8.1 including the payment of attorney fees,
patent  issuance and maintenance fees, copyright and trademark registration fees
and.  other  similar  fees and expenses where applicable. Grantee shall have the
authority,  but not the obligation, with the prior consent of WonderNet, to take
actions  worldwide such a.s filing patent applications and seeking registrations
of  copyright  for the purpose of securing and. protectirg intellectual property
rights  in  the  Grantee  Improved  Technology.

8.2  Actions  Not  Taken  by  Grantee. In the  event that WonderNet, in its sole
     ---------------------------------
discretion,  deems  it  necessary  or  beneficial to take a specific action that
ncither  Grantee has taken somewhere in the Territory to protect or maintain any
or  all  of  the  intellectual  property rights discussed in Section 8.1 hereof,
WonderNct  may  notify  both  Grantee  of  its  intention to take such action in
writing.  Upon receipt of such notice, Grantee shall respond to WonderNet within
fifteen  (15)  calendar  days  indicating whether they choose to take the action
requested, If the Grantee fails to respond within such time period, or if either
of  them  responds  indicating  that  it chooses not to undertake the requested.
action4  then in that event WonderNet may take the action independently, bearing
the  cost  of  the  action.

8.3  Assistance and Cooperation in Protecting Intellectual Property. All parties
     ---------------------------------------------------------------
hereto,  including  their employees and affiliates, shall be obligated to assist
and  cooperate  with  each other in securing the legal protection of any and all
intellectual  property  rights  under  Sections  8.1  and  8.2  above.


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<PAGE>

                                    ARTICLE 9
         Term; Termination for Cause and Survival of Certain Provisions

9.1 Term. The term of this Agreement shall commence on the date hereof and shall
    -----
continue  for  perpetuity.

9.2  Termination. Notwithstanding anything otherwise contained in the Agreement,
     ------------
the Grantor shall have the right to terminate this Agreement, and the rights and
licenses granted to the Grantee forthwith and without notice, upon the happening
of  any  one  or  more  of  the  following  events:

     (a)  If  the  Grantee  fails  or refuses to pay promptly any amount payable
under thi.s Agreement and as same shall become due and payable, and such default
shall continue for a period of thirty (30) days after written notice thereof has
been  given  by  the  Grantor  to  the  Grantee;

     (b)  If  the  Grantee  becomes insolvent or ceases to carry on business, or
takes  any actiOn to liquidate its assets, or stops making payments in the usual
course  of business, provided that the foregoing shall not be construed so as to
prohibit  a  bona  fide  reorganization  of  the  Grantee;

     (c)  If  the Grantee makes an assignment for the benefit of creditors, or a
petition  is  filed against and consented to by the Grantee and such pctition is
not  dismissed  within ninety (90) days, or the Grantee is adjudicated bankrupt;

     (d)  If  a receiver or any other person with like powers shall be appointed
to  take  charge  of  and  liquidate  all  or any part f the Grantee's business,
property  or  assets,  or if an order sball be made or resolution passed for the
winding-up  or  the liquidation of the Grantee or if the Grantee adopts or takes
any  corporate  proceedings  for  its  dissolution  or  liquidation;

     (e)  If  the  Grantee  should  fail  to  comply  with  any  other  material
requirement  or  obligation  imposed upon the Grantee by this Agreement and such


                                      E-23
<PAGE>

default  shall  not  be  cured  within thirty (30) days after receipt or written
notice  to cure form the Grantor, of if the Grantee does not take and diligently
pursue  reasonable  steps  to  cure  such  default.

9.2  Upon  termination  of this Agreement, for cause the parties hereto shall be
permitted  to continue to use, market, sell, distribute and commercially exploit
the  to  the extent of concluding all going projects included but not limited to
customers  already  contacted  or  in  negotiations  for  a  project.

                                   ARTICLE 10
                                  Miscellaneous

10.1 Assignability. This Agreement shall not be assignable by any party in whole
     -------------
or  in  part  except upon the written and signed consent of the other party(es),
which  consent  shall  not  be  unreasonably  withheld  or  delayed.

10.2  Binding  Effect. Subject to  the  restrictions on ass4gnability contained,
      ----------------
herein,  this  Agreement  is  binding on and inure to the benefit of the parties
hereto  and  their  respective  authorized  successors  and  assigns.

10.3  Further  Assurances. The  parties  hereto agree to execute and deliver any
      --------------------
additional documents and instruments and perform any additional acts that may be
necessary  or  appropriate  to  comply  with  their  obligations  hereunder.

10.4  Governing Law. This  Agreement  shall  be  governed by and be construed in
      --------------
accordance  with  the  laws  of  the  UK  a  to  all  matters of interpretation,
performance, remedies and enforceability. The parties hereto irrevocably consent
to  the  service  of any and all process in any such action or processing by the
certified mailing with return receipt of copies of such process to their address
specified  in  this Agreement The parties hereto agree that a final judgment in
any  such  action  or  proceeding shall be conclusive and may be enforced in any
other  jurisdiction by suit on the judgment or any other manner provided by law.
The  parties  hereto  waive  any


                                      E-24
<PAGE>

objection to venue in such state and any objection to an action or proceeding in
such  state  on  the  basis  of  forum  non-convenience.

10.5 Arbitration. Any controversy or claim arising under this Agreement shall be
     ------------
settled  by  arbitration  to  be  held  in  court  of  arbitration, New York, in
accordance  with  the  commercial arbitration rules of the New York Arbitration.
Association  by  a  panel  of three (3) arbitrators, and judgment upon the award
rendered  by  the  arbitrators  may  he entered in any court having jurisdiction
thereof  or application may be made to such court for judicial acceptance of any
award  and an order of enforcement, as the case may be. The parties each consent
to any personal jurisdiction necessary to subject themselves and each of them to
such  arbitration  and  to  such  award  and  such  judgment  and  such order of
enforcement.

10.6  Names  and  Marks. The  Grantee may designate, develop, commission and use
      ------------------
various  Names  and.  Marks  in  selling  and  promoting the Technology; and the
Grantor  acknowledges that the Grantee shall retain ownership in the Territories
of  all  Names  and  Marks  used  by  it  during the term of this Agreement. Any
goodwill associated with Names and Marks shall ensure exclusively to the benefit
of  the  Grantee.

10.7  Notice. All  notices, requests or consents provided for or permitted under
      -------
this Agreement must be in writing and must be given either by mail, addressed to
the  recipient,  postage  paid,  registered  or  certified mail.! return receipt
requested,  which  shall  be  effective  upon  receipt,  or  by  delivery to the
recipient  in  person,  by  courier  or by facsimile transmission to the address
specified  below:

If  to  the  Grantor:
     WonderNet,  Ltd.
     Kibbutz  Givat  Hashlosha,  Israel
     Attention:

Attention:
Mr.  Un  Erel


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<PAGE>

If  to  the  Grantee:

     Security  Biometrics,  Inc.,
     Suite  1410  1030  West  Georgia  Street,
     Vancouver  BC,  Canada  V6E  2Y3
     Attention:  Chris  Famworth

10.8  Headings and Certain Words. Headings  &e  used  in  this Agreement for the
      ---------------------------
purpose  of  organization only and do not constitute terms of the Agreement. The
words "herein," "hereof," "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless otherwise
expressly  indicated.

10.9  Severability. If any provision of this Agreement or its application to any
      ------------
person  or  circumstance  shall  be  invalid,  illegal,  or unenforceable to any
extent,  the  remainder  of  this  Agreement  and  its  application shall not be
affected  and shall be enforceable to the fullest extent permitted by law unless
the  provision held to be illegal, invalid or unenforceable is so fundamental to
the  sense of this Agreement that its illegality, invalidity or unenforceability
would  make  the  enforceability  of  the  remainder  unreasonable.

10.10  Entire  Agreement.  This  Agreement  sets  forth  the  entire,  final and
       -----------------
exclusive  agreement  and  understanding  between  the parties as to the subject
matter  hereof  and  supersedes  all  prior  and  contemporaneous  writings  and
discussions  between  the  parties  pertaining  hereto.

10.11  No Oral Modification. This Agreement may be amended or modified only by a
       ---------------------
written  instrument  signed by proper and duly authorized representatives of all
parties.

10.12  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
      -------------
counterparts, each of which when so executed and delivered shall be deemed to be
an  original  and  all  of which taken together shall constitute but one and the
same  instrument.


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<PAGE>

                                   ARTICLE 11
                  Sale, Assignment Transfer and Sub-licensing

11.1 This Agreement shall ensure to the benefit of the successors and assigns of
the  Grantor.  The  Grantor  shall  have  the right to assign all or part of its
rights  i.mder  this  Agreement  to any person, firm, association or corporation
provided  that  such transferee shall agree in writing to assume all obligations
undertaken  by  tb.e Grantor herein and upon such assignment and assumption, the
Grantor  shall  be  under  no  further  obligation  hereunder.

11.2  In  the  event  the Grantor desires to sell, assign or transfer any of its
rights  hereunder  to  any arm's length third party, the Grantor agrees to first
offer the same to the Grantee on. the same terms and conditions as offered to or
by  such  third  party.  The  Grantee shall have ninety (90) days to acquire the
same, otherwise the Grantor shall be at liberty to dispose of such interest to a
third  party on terms and conditions no better than offered to the Grantee. This
right  of  first refusal shall apply to each sale, assignment or transfer by the
Grantor.

11.3  The Grantee shall have the right to assign all or part of its rights under
this  Agreement  to  any  person, finn, association or corporation provided that
such  transferee  shall agree in writing to assume all obligations undertaken by
the Grantee herein and upon such assignment and assumption, the Grantee shall be
under  no  further  obligation  hereunder.

11.4  It  shall be a condition of any sale, assignment or transfer by either the
Grantor or the Grantee to a third party that suet, third party agree to be bound
by  the terms and conditions of this Agreement, and in particular the duties and
obligations  of  the  transferring  party.

IN  WITNESS WHEREOF, the parties have caused. this Agreement to be duly executed
on  the  date  first  set  forth  above.

Security  Biometrics  Inc.                   WONDERNET, LTD.
By  Its  Authorized  Signatory:              By  Its  Authorized  Signatory:

/s/ Chris Farnworth                          /s/
Chris Farnworth


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<PAGE>