STRATEGIC  ALLIANCE  AND  EXCLUSIVE  MANAGEMENT  AGREEMENT  -  CANADA

                                    Between

SIVault (the "Company")                    RYCOM  CCI  Inc  (RYCOM)
1640-500 51st Ave                          226  Britannia  Road  East
New York, NY 10110                         Mississauga, Ontario, L4Z 1S6, Canada
Fax: (212) 931-5762                        Fax: (905) 502-6612
Relationship Manager:                      Relationship  Manager:
Jonatan Schmidt,                           Mandy Sandher,
Chief Strategy  Officer                    GM Business Development

                       Effective Date: September 22, 2004
                    ---------------------------------------

Company  is  the  sole  owner  and/or  licensee  of  a  unique  technology  and
applications  for  secure storage, retrieval, authentication of signed documents
(signature  verification  solution),  credential validation (Intelli-Check), and
dispute  resolution  (ReceiptCity).  The  purpose  of  this Strategic Management
Agreement  is  to  engage  the  services  of RYCOM to act as Company's exclusive
sales,  marketing  business and licensor representative. In this regard, Company
is  engaging  RYCOM  to market, develop target markets and applications and sell
authorized  products  as  set  forth  herein,  and  to represent Company for the
purpose  of  business  development,  and to promote product sales, in accordance
with  the  terns  and  conditions  herein  set  forth.

STRUCTURE  OF  THE  RELATIONSHIP
--------------------------------
Pursuant  to  this  Agreement,  Company  is  engaging  RYCOM to act as Company's
Canadian  Strategic  Manager  for.

-  Country  wide  market  development.  for  all  markets,
-  Re-License  of  Company  products  &  services

NOW,  THEREFORE,  In  consideration of the mutual promises heroin stated and for
other  good  and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

1.     APPOINTMENT

Company  hereby  appoints  RYCOM  as  their exclusive Canadian Strategic Manager
authorized,  to  market,  sell and develop a fully managed service business with
the  Products  listed  on  the  Authorized  Product Price List Addendum. RYCOM's
appointment  is  subject to the terns and conditions set forth in this Agreement
for  the  period  from  the  effective  date through the expiration date of this
Agreement.  RYCOM  accepts  the  appointment  on  these  terms.

2.     RESPONSIBILITIES

RYCOM  Responsibilities
-----------------------
In  addition  to  the  structure  of  the relationship outlined above RYCOM will
architect,  develop  and  operate  a  fully  managed  signature  verification
authentication,  and  other  solutions  offering  using  SNaulrs  platform  and
proprietary  IP  for  the  Canadian  market.  RYCOM  will  provide all necessary
hardware,  secure  facility and engineering, sales, marketing support to deliver
the  service. This solution will be co-developed and revenue shared with SiVault
however,  RYCOM  wig  operate  and manage the solution in its entirety signature
verification and other solutions wig be marketed to End Users, and white labeled
for  Channel  Markets  requiring  speed  to  market.

A.  End  User  Market  Development

RYCAM  shag  use  its best commercial efforts to engage End-Users, sell Products
and  license  software contained within or delivered with such Products. Company
Technology  shall  be  licensed  by  End-Users  pursuant to the End-User License
Agreement  ("EULA")  contained  In  the  Product.


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B.  Distribution  and  Channel  Market  Development:

RYCOM  may  sell  to  third parties ('Sub-Reseller & Integrators') to market and
sell  the  Products  and  license  the Software Products under the terns of this
Agreement  applicable  to  RYCOM.  Each  Sub-Reseller  shall  execute  a written
agreement  (a  'Sub-Reseller  Agreement") with RYCOM binding the Sub-Reseller to
provisions  substantially  similar to (and no less advantageous to Company than)
those  contained  In this Agreement, and all associated Addenda. Each obligation
of  RYCOM  under  each  such  provision  shall  also  be  applicable  to  each
Sub-Reseller.  Each  Sub-Reseller  Agreement  shall  also  contain  any  other
provisions  necessary for RYCOM to satisfy its commitments under this Agreement.
RYCOM  shag keep executed Sub-Reseller Agreements and records pertaining to each
Sub-Reseller,  and  shall provide copies of such information on a monthly basis.
RYCOM agrees to enforce the terms of its Sub-Reseller Agreements so as to affect
a  timely  cure  of any Sub-Reseller breach of the SutrReseller Agreement and to
notify  Company  of  any  known  breach  of  such  terms.

SiVault  Responsibilities  and  Consideration

a)  SiVault will provide RYCOM at no charge with an unlimited capacity signature
verification  software solution license to architect and develop a fully managed
service  offering  for  the  Canadian  market  RYCOM  will  be  responsible  for
purchasing  all  necessary  hardware components required. Revenue generated from
the  signature  verification  serv'f- wig be shared between RYCOM and SiVault as
outlined  in  the attached Addendum RYCOM and StVVault Pricing and Revenue Share
Arrangement

b)  SiVault  will  provide  at  no  charge  RYCOM and its Engineering and Sales,
Marketing  personnel  with  the  necessary  product  training  and  support  to
successfully develop, market and sell the signature verification, authentication
and  other  solution's.  Such  training  wig  include  literature,  collateral,
presentations,  CD's,  web  based  training  and  on-site  training.

c)  SIVault  will at no charge provide technical assistance fix software support
and  configuration  support  to  RYCOM  engineering  personnel.

d)  SiVault  will  at  no  charge  provide  to  RYCOM  all  necessary  signature
verification  solution  product updates, features, changes, revisions etc as and
when  they  become  available  to  deliver  the  signature verification service.

e) SiVault will furnish RYCOM with all third party product market evaluation and
testing  reports  for  signature  verification  solution.

3.  DEFINITIONS

'Company  Technology"  means  U.S.  and  foreign  patents,  patent applications,
Inventions,  trademarks,  service  marks, and copyrights, together with know-how
and  technological  trade secrets owned or controlled by Company in any country,
together  with  U.S.  and  foreign  patents,  patent  applications,  inventions,
trademarks,  service  marks,  and  copyrights,  together  with  know-how  and
technological  trade  secrets which may be Invented, developed, or controlled by
Company  within  the  term  of  this  Agreement,  which Company has the right to
disclose  and  license  loo


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others,  but  excluding  trademarks  and  service  marks  of  Company.

"End-User'  means  any  end-user  person or company that has agreed to terns and
conditions  to  use  the  Products.

'List  Prices'  means  suggested  prices for resale to End-Users and a basis for
calculating  Net  RYCOM  Price.

'Net  RYCOM Price" means the price that RYCOM pays to Company for a Product. The
Net  RYCOM  Price  for a Product is defined on the Authorized Product Price List
Addendum.

"Products"  means  the  products,  components, systems, subsystems, or processes
embodying,  Incorporating,  made with, or other utilizing ail or any part of the
Company  Technology,  that are marketed by RYCOM, as designated and described in
the  Authorized  Product  Price  List Addendum. Company reserves the right, from
time to time, to change, modify, or discontinue any Product, and to add products
to  or  delete  products  from  the  Authorized  Product  Price  List  and
Payment/Shipment  Terms  Addendum.  RYCOM  will  be given advance notice of such
changes  or  modifications  and an analysis of how such changes or modifications
may  impact  the  RYCOM  Authentication  Service  based  architecture.

"RYCOM" means  the  entity  so  identified  in  the  preamble of this Agreement,

4.  PRICES

A.     RYCOM  has  the  right to determine its own resale prices, and no Company
representative will require that any particular resale price be charged by RYCOM
or  grant  or  withhold any benefits to RYCOM based on RYCOM's pricing policies.

B.     Company  reserves the right to change List Prices upon 30 days' notice or
as  otherwise  specified  in the Authorized Product Price List Addendum. Company
may  not change Net RYCOM Prices for Products that are subject to an outstanding
Supply Order. All orders placed after the effective date of any such change will
be  at  the  adjusted  price; however, in the event of a price increase. SiVault
will  honor  the  price  In  effect on the date of any quote issued by RYCOM for
ninety (90) days prior to the date of the notice of price increase provided that
the  products subject to the quote are shipped within ninety (90) days after the
effective  date  of  the  price  or  for  the  period mutually agreed to by both
parties

C.     Net  RYCOM  Price  Is exclusive of, and RYCOM shall pay, shipping charges
for  ordered  Products.  Company  shall  ship  Product  according  to  standard
commercial  practices,  unless  RYCOM  requests  any  special  routing, packing,
handling or insurance. Orders shipped under special routing instructions must be
separately  agreed  upon  and  may  be  subject  to  additional  charges.

D.     Prices  are  exclusive  of,  and  RYCOM  will pay, applicable sales, use,
service,  value  added  or like taxes, unless RYCOM has provided Company with an
appropriate exemption certificate for the delivery jurisdiction, or RYCOM claims
and  Company  agrees  that  the  transaction  is  otherwise  exempt

E.     In  certain  circumstances, Company may agree with RYCOM to grant special
pricing  for particular End-User transactions. Company may extend the pricing on
an  exclusive or non-exclusive basis and may condition the pricing on additional
factors  to  be  mutually  determined  a  case  by  case  basis

F.     Company  may,  from time to time, offer RYCOM certain Products on special
promotional  terms  and  conditions. Such offerings may be subject to pricing or
discounts  different  from  those  provided  in  this  Agreement.

G.     Net  RYCOM Price Information Is confidential and RYCOM shall not disclose
any  such  information  during  the term of or for a period of three years after
termination  of  this  agreement  except  lo  the  extent  required  by  law.

5.     PAYMENT  TERMS

A. When Company grants payment terms to RYCOM, RYCOM shall pay to Company
all  Invoices within forty-five (45) days after the date of invoice (net 45 days
from  the  invoice  date.


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<PAGE>

6.  ORDERS;  SHIPMENTS;  CANCELLATIONS  AND  CHANGES:

A.     Company  wig  honor  written.  electronic  and  faxed orders from RYCOM's
approved  locations.  RYCOM  is  responsible  for  ensuring that only authorized
employees  place,  change  or  delete  orders and that the orders conform to all
requirements  of  this  Agreement.

B.     RYCOM  agrees  to accept all deliveries of Product as scheduled. If RYCOM
fails  to  accept  a  scheduled  delivery,  or  takes any action which delays or
hinders  Company's  ability  to most any delivery schedule, Company reserves the
right to charge RYCOM for any costs resulting from such action, including return
freight  fees and restocking charges. In addition, Company reserves the right to
cancel  any  order, the shipment of which RYCOM refuses to accept or delays, and
to  reallocate  such  order.

C.     Neither party shall be  liable to the other for  failure  or delay in the
performance  of  a  required  obligation  if  such failure or delay is caused by
strike,  rat,  fire, flood, natural disaster, or other similar cause beyond such
party's  control,  provided  that such party glues prompt written notice of such
condition  and  resumes  its  performance  as  soon  as  possible

D.     All  orders  are  subject  to acceptance by Company. Company reserves the
right  to  schedule  and  reschedule  any order, at Company's discretion, and to
decline  arty  order  for  credit  reasons  or  because  the  order specifies an
unreasonably  large  quantity  or  makes  an  unreasonable  shipment  request.

E.     Title  to  Products  and  risk  of  loss  and  damage  passes  to  RYCOM
     F.O.B.  Company.

7.  SOFTWARE

SiVault  will  provide  RYCOM  with an unlimited capacity signature verification
solution  to  architect  and  develop  a fully managed services offering for the
Canadian market Sl/auk will provide such software at no charge to RYCOM. Revenue
generated  from  the  Authentication  Service  will  be shared between RYCOM and
SiVault  as  outlined  In  the  attached  Addendum RYCOM and SiVault Pricing and
Revenue  Share  Arrangement.

The  Product includes a license for the Company software. Company provides RYCOM
with  Company software in machine-readable forth, including, but not limited to,
CD-ROMs,  computer  disks  and/or  electronically  distributed  files.  Company
software,  including those provided in machine-readable forth, is being licensed
and  fit  X=  being  solo.  Company  retains  all rights roil expressly granted.
Neither  RYCOM nor any End-User may copy the Company software. Neither RYCOM nor
End-User  may  merge,  modify,  reverse  engineer, decompile, or disassemble the
Company  software,  or  further  develop  any  Company Technology. Other than as
expressly  provided  for  in  this Agreement, neither RYCOM nor any End-User may
duplicate,  ban,  rent,  license,  lease,  or  otherwise  transfer  the  Company
software,  including  in  its  machine  readable  tortes of Company software, to
anyone.  Copyright  and  patent  taws  and  international  copyright  and patent
treaties,  as  well  as other intellectual property laws and treaties prated the
Company  software.  Without  prejudice to any other rights and remedies. Company
may  terminate  this  license  if  RYCOM  fails  to  comply  with  the terms and
conditions  of  this  Agreement or fails to take all steps to seek to cause each
End-User  to  comply  wilt this Agreement. In such event, or if the Agreement is
otherwise  terminated,  RYCOM  must  return  to  Company,  or  if so instructed,
destroy,  all  copies  of  the  Company software and all of its component parts.
RYCOM  end End-User shall abide by any additional terms provided by Company with
respect  to  any  elements  of  Products  or software sourced from a third party
vendor  or  contained  in  "shrink"  or  "click"  wrap  licenses.

8.  TRADEMARKS

A.     During  the  term  of  this  Agreement  RYCOM  is  authorized  to
display  one  or  more  designated  Company  trademarks,  logo


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types, trade names and insignia (collectively "Company Marks") solely to promote
Products.  Any  display of Company Marks must be In good taste, in a manner that
preserves  their value as Company Marks, and only in accordance with the current
version  of  the  SiVault  Corporate Identity Guidelines. RYCOM will not use any
name  or  symbol  In a way, which may Imply that RYCOM Is an agency or branch of
Company:  RYCOM  will discontinue any such use of a name or mark as requested by
Company.  Any  rights  or purported rights in any Company Marks acquired through
RYCOM's  use  belong  solely  to  Company

     B.  RYCOM  grants  Company the non-exclusive, royalty-free right to display
     RYCOM's  trademarks in advertising and promotional material. Any c1splay of
     the  trademarks  must  be  in  good taste, in a manner that preserves their
     value  as  RYCOM's trademarks, and in accordance with standards provided by
     RYCOM  for  their  display.  Any  rights  or  purported rights in any RYCOM
     trademarks  acquired  through  Company's  use  belong  solely  to  RYCOM.

9.  STATUS  CHANGE

A.     If  RYCOM  wishes  to:

1.     Change  its  name;  or

2.     Add,  close  or  change  a  Company-approved  shipment,
delivery  or  other  Company-authorized  location;  or

3.     Undergo a merger, acquisition, consolidation or other reorganization with
the  result  that  a  change  of  control  occurs  of  RYCOM  operations:

then  RYCOM  will  notify  Company in writing at least fifteen (15) working days
prior  to the intended date of change and provide Company reasonable information
and documents requested by Company for the purpose of evaluating the support and
service  of this agreement such status change may have. The Company will respond
in  writing  within  five  (5)  working days. Company acting reasonably will rot
withhold  any approval for the continuation of this agreement providing no other
terms  of  this  agreement  have  been  breached

B.  If  SiVault  wishes  to:

1.     Change  its  name:  or

2      Add,  close  or  change  a  Company-approved  shipment,
delivery  or  other  Company-authorized  location:  or

4.     Undergo a merger, acquisition, consolidation or other reorganization with
the  result  that  a  change  of  control  occurs  of  RYCOM  operations;

then  SiVault  will  notify  RYCOM in writing at least fifteen (15) working days
prior  to  the  intended date of change and provide RYCOM reasonable information
and  documents  requested by RYCOM for the purpose of evaluating the support and
service  of  this  agreement  such status change may have. RYCOM will respond in
writing  within five (5) working days. RYCOM acting reasonably will not withhold
any  approval for the continuation of this agreement providing no other terms of
this  agreement  have  been  breached.

10.  INTELLECTUAL  PROPERTY  PROTECTION
A.     Company  will  defend  any  claim  against  RYCOM that Products (exGudlng
custom  products,  if  any),  delivered  under this Agreement infringe a patent,
copyright,  trade  secret  mask  work  or  trademark  in the country where RYCOM
acquires  the  Product  from  Company,  provided  that  RYCOM:

1.     Promptly  notifies  Company  in  writing  of  any  such  claim:  and

2.     Cooperates  with  Company  in,  and  grants  Company  sole
control  of,  the  defense  or  settlement.


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B.     Company will pay settlement amounts, court-awarded damages and reasonable
defense  costs Insured by RYCOM In connection therewith. If such a claim appears
likely,  Company  may  modify  the  Product.  procure  any necessary license, or
replace  it. If Company determines that none of these alternatives is reasonably
available, Company will refund RYCOM's purchase price upon return of the Product
if  within one (1) year of Delivery, or the Product's net book value thereafter.

C.     Company  has  no  obligation  for any claim of infringement arising from:

1.     Company's  compliance  with  RYCOM's  designs,  specifications  or
instructions;

2.     Product  modifications  by  RYCOM  or  a  third  party:

3.     Company's  use  of  technical  information  or  technology
provided  by  RYCOM;

4.     Product  use  prohibited  by  the  Specifications  or  related
application  notes;

5.     Use  of  the  Product  with  products  not  supplied  or  authorized
by  Company.

D.     This  Section  states  Company's  entire  liability  to  RYCOM  and  its
End-Users  for  claims  of  intellectual  property  Infringement.

11.  PRODUCT  WARRANTIES

A.     Software  Warranty

Company  warrants  for  a  period of ninety (90) days from Product shipment date
that  all  unmodified  Company  software  wit perform the functions described in
Product  specifications.

B.     Hardware  Warranty

To  the  extent  permissible,  Company  shat  pass on to RYCOM and End-Users all
manufacturers'  warranties  covering  hardware  sold  as  Products.

C.     Disclaimers

THE  WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER
EXPRESS  OR  IMPLIED,  INCLUDING  THE  IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS  FOR  A  PARTICULAR  PURPOSE.

Company  doss  not  warrant that the Products will operate In combinations other
than  as  specified  in the Specifications or that the operation of the Products
will  be  uninterrupted  or  error  free.

The  RYCOM  shall  not  make  any  warranty  on  Company's  behalf.

12.  LIMITATION  OF  LIABILITY  AND  REMEDIES

A.     For  arty  breach  of the warranty contained in Section 1'f:i4 above, the
RYCOM's  exclusive  remedy,  and  Company's  entire  liability,  shaft  be  the
correction  of  software errors that cause breach of the warranty, or if Company
is  unable io make the Company software operate as warranted, the RYCOM shall be
entitled  to  recover  the  fees  paid  to  Company  for  the  software license.

B.     In  no  event  will  Company  or  its  subsidiaries,  affiliates,
subcontractors  or  suppliers  be  liable  for  any  of  the  following:

1.  Actual  loss  or  direct damage that is not listed in Sections p.g. of:12lC
above:

2.  Damages  for  loss  of  data,  or  software  restoration;  or

3.  Damages  relating  to RYCOM's procurement of substitute products or services
(i.e.,  "cost  of  cover").


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The  provisions  of this Agreement allocate the risks between Company and RYCOM.
Company's  pricing  reflects  this  allocation  of  risk  and  the limitation of
liability  specified  herein.

13.  CHANGES  AND  AMENDMENTS

A.     From  time  to  time, Company may add Products to or delete them from the
Authorized  Product  Price  List  and  Payment/Shipment  Terms Addendum; declare
Products  to  be  obsolete;  change  List  Prices;  Implement  or change Company
policies or programs; or otherwise amend this Agreement at Company's discretion,
after  reasonable  notice  to  RYCOM.

B.     Any  Amendment  will automatically become a part of this Agreement on the
effective  date  specified  in  the  notice.  unless RYCOM provides Company with
written  notice  of  its objection to such Amendment within fifteen (15) days of
RYCOM's  receipt of the notice. If both Company and RYCOM do not reach agreement
to  the  Amendment  within  thirty  (30)  days after Company's receipt of RYCOWs
objection,  either  party  may  terminate  this  Agreement.

14.  TERM  AND  TERMINATION

A.     Subject  to  applicable law, this Agreement shall be for three (3) years,
with  an  automatic  two year renewal at the end of each term. Neither party may
termiate  this  Agreement  without cause. Mar party may terminate this agreement
with cause at any time upon ninety (90) days' written notice, to the other party
Company  shall not be obligated to honor orders following termination for cause.
Cause  is  defined as any material breach of this agreement. The breaching party
upon receipt of the notice of termination will have fifteen (15) days to respond
and  advise its Intent to either remedy the breech or accept the termination. In
the  event  the  breaching party accepts the termination or fails to respond the
ninety  (90)  notice will be in effect. In the event the breaching party advises
Its  Intent  to  cure  and  remedy  the  breach than the breaching party will be
granted  an  additional thirty days to remedy the breech and confirm in writing.

C.     If  either  party becomes insolvent, is unable to pay its debts when due.
files  for  bankruptcy, is the subject of involuntary bankruptcy, has a receiver
appointed,  or  has  its  assets  assigned,  the  other party may terminate this
Agreement  without  notice  and  may  cancel  any  unfulfilled  obligations.

D.     Upon  termination  or  expiration of this Agreement for any reason, RYCOM
will immediately use to be an authorized Company representative and wifi refrain
from  representing  itself as such and from using any Company trademark or trade
name.  Authorization  of  RYCOM  to  use  any  Company Mark will cease upon such
termination or expiration. Except for when RYCOM is operating or Integrated the
company's  product  into  an offer that it is currently operating or is about to
operate  supply of product and support from the Company will not be interrupted.

E.     Upon  any  termination or expiration, either party may require that RYCOM
return,  against  outstanding  balance or for repurchase, any Products purchased
under this Agreement that are on Company's then ounrent Authorized Product Price
List  and  PaymenUShipment Terms Addendum, which are In their unopened, original
packaging  and  marketable  as  new  merchandise.

The  repurchase price shall be the Net RYCOM Price on the date of termination or
expiration, less any promotional or other discounts or price protection or other
credit  extended  by  Company to RYCOM for the Product. RYCOM should contact its
Company  sales  representative  for  Information  about  the  items eligible for
repurchase  and  instructions  for  their  return  at  Company's  expense.


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F.     All  obligations  concerning  outstanding  transactions,  warranties,
Products,  Software  Products,  intellectual property protection, limitations of
liability  and  remedies,  confidentiality, and the general terms and conditions
will  survive  termination  or  expiration.

15.  RELATIONSHIP

A.     RYCOM's  relationship  with  the  Company  is  that of Strategic Canadian
Business  Manager and both entities maintain an independent legal status for the
purposes of this Agreement. This Agreement does rot establish a franchise, joint
venture  or  partnership,  or  create any relationship of employer and employee.
master  and  servant,  or  principal  and  agent  between  the  parties.

B.     Neither  party will have, nor represent that it has, any power, right, or
authority  to  bind  the  other  party, or to assume or create any obligation or
responsibility,  express  a  implied,  on behalf of the other party without such
other par" written consent. RYCOM acknowledges that any commitment made by RYCOM
to  its  customers  with respect to price, quantities, delivery, specifications,
warranties, modifications, interfacing capability or suitability will be RYCOM's
sole responsibility, and RYCOM wifi indemnify Company from lability for any such
commitment  by  RYCOM.

C.     This  Agreement  applies  only  to  the Products fisted on the Authorized
Product  Price  List  Addendum  and  the  relationship  between  the  parties is
exclusive.  Company  acknowledges  that  RYCOM  may  market  other complementary
authentication  products.

16.  NOTICES

All  notices that are required under this Agreement shall be In writing and will
be  considered  given  as  of twenty-four (24) tours after sending by electronic
means,  facsimile  transmission.  overnight  courier, or hand delivery, or as of
five  (5)  days  of  certified  mailing  and  appropriately  addressed  to  the
Relationship  Manager  at  the  applicable  address  set  forth  above.

17.  CONFIDENTIALITY

A.     In  the event that confidential information is exchanged, each party will
protect the confidential Information of the other in the same manner in which it
protects  its  own like proprietary, confidential, and trade secret information.
If the party claiming the benefit of the provision furnishes such information in
writing  and  marks such information as 'Confidential' or 9f such information is
provided orally, then the transmitting party ("Disdoser') oil confirm in writing
to  the receiving party ('Recipient") that it is confidential within thirty (30)
days  of  its  communication.

B.     This  Section  imposes  no  obligation  upon  a Recipient with respect to
confidential  Information which (a) was in the Recipient's possession before the
disclosure  by Discloser; (b) is or becomes a matter of public knowledge through
no  fault  of  the  Recipient (c) is rightfully received by the Recipient from a
third  party without duty of confidentiality; (d) is disclosed try the Discloser
to  a  third  party  without  duty of confidentiality on the third party; (e) is
independently  developed  try the Recipient; (f) Is disclosed under operation of
law;  or  (g)  is  disclosed by the Recipient with the Discloser's prior written
approval.

C.     RYCOM  agrees  to  pint  press  releases  as  may  be  agreed  to  on  a
case  by  case  basis.

18.  INTERNATIONAL  SALES

The  Products  and  Company software may be subject to export controls under the
U.S.  Export  Administration  Regulations  and  the  export regulations of other
countries. RYCOM will not export or re-export, directly or Indirectly, Products.


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software, media or Company Technology unless an exception to such law applies or
proper  restriction  has  been  obtained.  Company's consent to RYCOWs export of
Products  does  not  relieve  RYCOM  of  Its  obligation  to obtain any required
licenses  from  the  United  States  Commerce Department, or any other agency or
department of the United States government, or any other required approvals from
any  other  government  required  by  applicable  law  or  regulation,  prior to
exporting  Products  directly  or  indirectly.

19.  GENERAL  CONDITIONS

A.     Neither  party  may  assign  any  rights or obligations in this Agreement
without  the  prior written consent of the other party provided that Company may
assign  or  transfer  all such rights and obligations to its affiliates, and the
right  to  receive  payments  to  third  parties,  without  consent.

B.  Neither  party's  failure to enforce any provision of this Agreement will be
deemed  a  waiver of that provision or of the right to enforce it in the future.

C.     This  Agreement  constitutes  the  entire  understanding  between Company
and  RYCOM  and  supersedes  any  previous  communications,  representations  a
agreements  between  the parties, whether oral w written, regarding transactions
hereunder.  RYCOM's additional or different teens and conditions will not apply.
Company hereby gives notice of objection to any additional or inconsistent teens
set  forth  in  any  purchase order or other document issued by RYCOM. Except as
provided  in Section 14 above, no modification of this Agreement will be binding
on  either  party  unless  made  in  writing  and  signed  by  both  parties.

D.     This  Agreement  wit  be  governed  by  the  laws  of  the  State of
California  and  Province  of  Ontario.

E.     It  any  clause  of this Agreement is held invalid, the remainder of
this  Agreement  will  continue  in  effect.

F.     RYCOM  will conduct all its activities relating to its business with
Company  in accordance with the highest standards of ethics and fairness as well
as  compliance  with  applicable law and will use Its commercial best efforts to
promote  the  goodwill  and  business  Interests  of the Company during the Term
hereof.

20.  RYCOM  EXIT PLAN. In the event that this agreement is terminated before the
three year term, or SiVault does not renew the agreement for another agreed upon
term,  SiVault agrees to an exit plan with RYCOM. This is intended to compensate
RYCOM  for  the  Investment made in the territory while the contrail was active.
The  exit  plan is intended to protect RYCOM in the event that SiVault sets up a
direct  relationship  with  RYCOM's  customers.  This  could  be in the way of a
SiVault  direct presence or an assigned distributor of SNault's. Therefore, once
SiVault  establishes  a  direct relationship and RYGOM can give proof that there
was  and  still  is an ongoing relationship with ft customer, whether directly a
through  a  RYCOM  partner, SiVault will pay RYCOM a transition commission for a
period  of  two  years.  This  commission  will be 2096 of the sale price of the
products  that  RYCOM  would  have  purchased  from  SiVault.

21.  FIXED  COMMISSION  RATE  FOR  STANDARDIZATION  In  the  event  that  RYCOM
standardizes  the  signature verification solution with a Canadian headquartered
partner  (e.g.  CGI,  Unisys,  18M  Canada  etc),  and  whereby  the  partner is
responsible  for  worldwide  product  sales,  end  the  product is not fulfilled
through  RYCOM,  RYCOM  will be recognized and compensated on a faced commission
rate for all sales resulting at a rate of 2096 of the sale price of the products
that  RYCOM  would  have purchased from SiVault for a term of two years from the
date  of  standardization.  In the event the product is supplied by RYCOM to the
Canadian  partner  for  worldwide sales RYCOM's standard pricing discounts would
apply.


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IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
Effective  Date.

SiVault  Inc                          RYCOM Inc.

/s/Jonatan  Schmidt                   /s/ Pat Mancuso
Name: Jonatan  Schmidt                Name: Pat Mancuso
Title:  Chief  Strategy Officer       Title:  Controller


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<PAGE>

                          Addendum A to RYCOM Agreement


                                    PRICING
                                    -------


                                To be determined
                              -------------------


1.  The  Company  and  RYCOM  agree  to  the following pricing and revenue share
arrangement:  a.  All  software resale will be based on Company set List Prices,
End  User  Pricing  and  RYCOM  Net  Revenue  Share  for  the  following:

1.     Resale  of  all  signature  verification  solution Software & Maintenance
schedules  on  software  will  be  revenue  shared in the following proportions:

-     All  Software  (50%)  for  RYCOM  and  (50%)  for  the  Company,

-     All  first  year  mandatory maintenance software (50%) for RYCOM and (50%)
for  the  Company,
-     All  subsequent  year  maintenance  (50%)  for  RYCOM  and  (50%)  for
..     the  Company,


                                PERMITTED MARKETS
                               ------------------

Through dose co-operation with the Company, RYCOM is granted the exclusive right
for  the term of this contract to pursue the following Markets & Target Accounts
in  Canada.

For  the  purpose  of  this  agreement  the  following  definitions  apply:

"Exclusive Right" means RYCOM only in the Territory, Markets and Target accounts
as  specified  below.

"Co-operational  Right'  means  RYCOM and the Company have established a written
pre-arrangement  for  success  in  the specified Territory, Markets and Target
Accounts.

"Territory"

RYCOM  Is  granted the following exclusive or co-operational territorial rights:

1.  Canada  and  its  Dominion,  Exclusive  Right

2.  Through  other  Canadian  partners  pursue  global solutions, Co-operational
Right,

"Markets" Within  the above-defined Territory, RYCOM will focus on the following
vertical  Markets:


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<PAGE>

1.  Government,  Federal  &  Provincial

2.  Financial  (banks,  credit  unions,  insurance)

3.  Mobile phone companies (Bell Canada, Talus, AlIStream, Aliant. Sprint Canada
etc)

3.  Fortune  1000  companies

4.  Network  Security  firms

5.  Pharmaceuticals,  Hospitals,  Drug  Dispensing,  Doctors  and  related

"Target  Accounts"

The  Company  for  the  term  of  the  contract  provides  RYCOM First Right of
                                                                 --------------
Refusal and  Co-operational  Rights  to  pursue the following Target Accounts:
-------

1.  IBM  Canada  Exclusive  Right  and  IBM  Global  Co-operational  Right
2.  Unisys  Canada  Exclusive  Right
3.  KPMG  Canada  Exclusive  Right
4.  Accenture  Canada  Exclusive  Right
5.  Canadian Government Agencies: DND (Department National Defense), CSIS, RCMP,
CSE (Canadian  Security  Establishment),  Treasury Board, Public Works Canada.
Corrections  Canada, CBSA,  Immigration,  Transport  Canada.  CATSA  etc).
6.  NCR  Canada  Exclusive  Right  and  NCR  Global  Exclusive  Right
7.  Bell  Canada,  Bell  Mobility  and  other  BCE  companies  exclusive  right
8.  Telus  exclusive  right
9.  AIIStneam  exclusive  right
10.  Sprint  Canada  exclusive  right
11.  Monens
12.  TD  Canada  Trust  Bank,  Exclusive  Right
13.  Royal  Bank,  Exclusive  Right
14.  Bank  of  Montroal,  Exclusive  Right
15.  ING  Bank


                                      E-143
<PAGE>

13.8.  Construction  This agreement does not limit or restrain the right of OPUS
to  execute  agreements for providing similar software services and applications
or  any  components  thereof  with  other  entities  or  organizations.

In  witness  whereof  the  duly  authorized  representatives of the parties have
submitted  their  signatures  herein  below:

For  and  on  behalf  of                               For  and  on  behalf  of
OPUS                                                   SIVAULT

/s/ Paresh Banderjee                                   /s/ Emilian Elefteratos
Authorized Signatory                                   Authorized Signatory
Paresh Banderjee                                       Emilian Elefteratos
Director - Operations                                  Chief Executive Officer


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