Exhibit 10.2
Employment Agreement with Jack Lecza

                    EMPLOYMENT AND NON-COMPETITION AGREEMENT

      This AGREEMENT,  effective as of the 1st day of December, 2004, is made by
and between Liska Biometry,  Inc., a Florida  corporation (the  "Company"),  and
Jack Lecza, a resident of the state of Virginia (the "Executive").

                                    RECITALS

      A. The Company is in the business of developing a Finger Print  Biometrics
business (the "Business");

      B. The Company desires to retain the services of the Executive;

      C. The Executive is willing to be employed by the Company; and

      D. The parties  hereto desire to enter into this Agreement in order to set
forth the respective rights, limitations and obligations of both the Company and
the Executive with respect to the Executive's  employment with the Company,  the
Confidential  Information,  the  Discoveries,  and the other  matters  set forth
herein.

      NOW THEREFORE,  in consideration of the employment of the Executive by the
Company,  the compensation  paid to the Executive and the Company  continuing to
provide Confidential  Information to the Executive,  as well as the other mutual
promises and consideration hereinafter contained, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1.    TERM.

      Subject  to the  provisions  for  termination  hereinafter  provided,  the
Executive's  employment  hereunder  shall commence on the first day of the month
after the Company receives funding in the amount of US$ 300,000 (the "Employment
Date") and unless  otherwise  extended,  end one year after the Employment  Date
commences (the "Contract Termination Date"). The Contract Termination Date shall
be  automatically  extended for a  successive  one (1) year period at the end of
each  contract  year unless the Board of Directors of the Company (the  "Board")
shall give contrary notice to the Executive, pursuant to the terms of Section 11
below,  at least ninety (90) days prior to the end of the each contract year. In
the event that the Company does not receive funding in the amount of $300,000 on
or before May 30, 2005, this agreement shall become null and void.



                                       18
<PAGE>

2.    POSITION AND DUTIES.

      During the  Employment  Term,  the  Executive  shall  serve as DIRECTOR OF
BUSINESS  DEVELOPMENT.  The Executive will report to the Company's  President as
required by law and the Company's governance policy in effect from time to time,
and perform such employment duties,  consistent with his position,  as specified
in the Job  Description.  The Executive shall not have the ability to enter into
any  agreements or contracts or otherwise  legally bind the Company  without the
express consent and written approval of the Company's  President.  The Executive
shall  devote his full  productive  time,  energy and  ability to the proper and
efficient  conduct of the  Company's  business.  The  Executive  may only devote
reasonable  periods of time to service as a Director of other  businesses,  with
the prior written approval and consent of the President, to the extent that such
service does not interfere with the  performance of his  obligations  hereunder.
Similarly,  the Executive may engage in such charitable or community  activities
as shall not interfere with the  performance of his obligations  hereunder.  The
Executive  shall  observe  and comply  with all lawful and  reasonable  rules of
conduct set by the Board for  executives of the Company,  and shall  endeavor to
promote the business, reputation and interests of the Company.

3.    COMPENSATION.

      (A)   BASE COMPENSATION.

      As defined in further detail below, during the Employment Term the Company
shall pay the Executive a Base  Compensation,  subject to annual review,  as the
Board, in its sole discretion,  may determine.  The Base  Compensation  shall be
paid in U.S. DOLLARS in accordance with the Company's normal payroll  practices.
The  Base  Compensation  paid to the  Executive  shall  be  FORTY  TWO  THOUSAND
($42,000) per year, payable bi-weekly in arrears.

      OTHER COMPENSATION.

            (i) Annual  Bonus:  The  Executive  shall be  eligible  to receive a
Performance  Bonus (the "Bonus") for the achievement of the performance goals as
determined by the Board,  and dependent  upon the financial  performance  of the
Company.  The annual bonus may be paid in cash,  fully vested stock,  restricted
stock, or a combination thereof.

            (ii) The Executive  shall be granted 75,000 free trading shares upon
signing of this agreement.

            (iii) The Executive shall be granted 100,000  restricted  stock upon
certification  by the Chief Financial  Officer of the Company that the Executive
has attained Milestone I as defined in Schedule B attached hereto

            (iv) The Executive  shall be granted  50,000  restricted  stock upon
certification  by the Chief Financial  Officer of the Company that the Executive
has attained Milestone II as defined in Schedule B attached hereto



                                       19
<PAGE>

            (v) The Executive  shall be granted  100,000  restricted  stock upon
certification  by the Chief Financial  Officer of the Company that the Executive
has attained Milestone III as defined in Schedule B attached hereto

            (vi) The Executive  shall be eligible to  participate in any Company
incentive plan  established by the Company under the terms and conditions of the
Plan.

      (B)   EXPENSES.

      The Executive  shall be entitled to receive prompt  reimbursement  for all
reasonable  business  expenses  pre-approved by the President  (exclusive of any
commuting  expenses)  incurred  by him in the  course of his  employment  by the
Company.

      (C)   OTHER BENEFITS.

            (i) Insurance:  The Executive shall be entitled to participate in or
receive  benefits on the same basis as other  executive  officers of the Company
under  any  employee  benefit  plans  and  arrangements   applicable  to  senior
management  including life insurance plans,  pension and  profit-sharing  plans,
medical and health plans or other employee  welfare  benefit plans,  annual paid
vacation,  sick leave, sick pay and short-term and long-term disability benefits
and holidays, as in effect from time to time.

            (ii)  Vacation:  The Executive  shall be entitled to receive two (2)
weeks of paid vacation per contract year, which shall accrue from November 24th,
2004.  Such  vacation  days  shall  accrue  and  become  vested on the six month
anniversary  day of the Employment  Term.  This benefit shall be reviewed by the
Board of  Directors  and the  Executive  from  time to time and  increased  when
appropriate.

            (iii)  Holidays:  The Executive  shall be entitled to the designated
Company holidays.

4.    TERMINATION.  The Executive's employment by the Company pursuant hereto is
      subject to termination during the Employment Term as follows:

      (A) DEATH. The Executive's  employment  hereunder shall terminate upon his
death. In such event, the Executive's Base  Compensation and any prorated amount
of the Bonus, if any, shall be paid through the date of the  Executive's  death.
Eligibility  for all  other  benefits  shall be  determined  by the terms of any
applicable plan or program.

      (B)  DISABILITY.  The  Company  may, by written  notice to the  Executive,
terminate  the  Executive's  employment  if,  as a  result  of  the  Executive's
incapacity  due to physical or mental  illness,  the  Executive  shall have been
absent from his duties hereunder for ninety (90) consecutive days or for a total
of one  hundred  eighty  (180)  days in any three  hundred  sixty five (365) day
period  (the  "Disability  Period").  In the  event  of  such  termination,  the
Executive  shall  receive  the same  benefits  payable  in the  event of  death;
provided  however that, if the Company  should adopt a disability  policy at any
time during the Employment Term, the terms of such policy shall govern.

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<PAGE>

      (C)  TERMINATION  BY  THE  COMPANY  FOR  CAUSE  OR  EXECUTIVE'S  VOLUNTARY
TERMINATION.  The  Company  shall  be  entitled  to  terminate  the  Executive's
employment  at any time,  by written  notice to the  Executive,  for  Cause,  as
defined herein:

            (i) fraud or embezzlement on the part of the Executive;

            (ii)  conviction of or the entry of a plea of nolo contendere by the
Executive to any felony or other crime of fraud or moral turpitude;

            (iii) any act of willful or negligent  misconduct  by the  Executive
which is either  intended to result in  substantial  personal  enrichment of the
Executive  at  the  expense  of the  Company  or  any  of  its  subsidiaries  or
affiliates,  or has a material  adverse  impact on the business or reputation of
the  Company,  any of its  subsidiaries  or  affiliates,  or  directors or other
officers (such  determination  to be made by the Company's Board of Directors in
the  good  faith  exercise  of its  reasonable  judgment);  or In the  event  of
termination for Cause,  the  Executive's  Base  Compensation  and other benefits
shall be paid through the Date of Termination  (as hereafter  defined),  and the
Executive shall have no further rights to compensation or benefits other than as
determined by the terms of any applicable  plan or program.  The Executive shall
not be eligible to receive any portion of his Annual  Bonus.  The  Executive may
terminate  his  employment  hereunder  voluntarily  at any time with ninety (90)
day's written  notice to the Board.  In the event of the  Executive's  voluntary
termination,  the Executive  shall be entitled to receive his Base  Compensation
and prorated Bonus, if any, and benefits through the Date of Termination.

      (D) WITHOUT CAUSE. The Company may terminate the Executive's employment at
any time by giving  written  notice to the  Executive of its intent to terminate
this Agreement without Cause. In such event:

            (i) the Executive shall be paid his Base Compensation,  any prorated
Bonus and other benefits to which the Executive is entitled for the remainder of
the Employment  Term,  provided that the Base  Compensation  shall represent not
less than 3 months pay in lieu of notice of termination;

            (ii) all stock options held by the Executive  under any stock option
plan of the Company shall become fully exercisable, and shall remain exercisable
for a period of 180 days following the Date of Termination; and

            (iii) the  Executive  shall have such other rights in respect of any
incentive,  other  compensation  plan or  benefit  plan or program as may be set
forth in such plan or program.



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<PAGE>

      CHANGE IN CONTROL.  Notwithstanding any other provision of this Agreement,
should a "change  in  control"  occur,  the  Employee,  at his sole  option  and
discretion, may terminate his employment under this Agreement at any time within
one (1) year after such change of control upon fifteen (15) days notice.  In the
event of such termination, Company shall pay to the Employee a severance payment
("Severance  Payment")  equal to three (3) times the base  amount as  defined in
Section  280G(b)(3) of the Internal  Revenue Code of 1986,  as amended  ("Code")
minus One Dollar ($1.00).  Notwithstanding  the foregoing,  (a) if the Severance
Payment  and any other  amounts  payable  by the  Company  to the  Employee  are
parachute payments under Code Section 280b (collectively,  "Parachute Payments")
and, (b), if reducing the Severance Payment would eliminate the tax provided for
in Code Section 4999 ("Section 4999 Tax") which would otherwise be applicable to
the Parachute Payments, and (c) if, because of such elimination,  the net amount
of the  Parachute  Payments  (total  payments  minus  Section 4999 Tax) would be
greater than such net amount without reduction, then the Severance Payment shall
be reduced by the smallest  amount  required to eliminate the  imposition of the
Section 4999 Tax, the foregoing determination shall be made by Company's general
counsel,  and his  determination  shall  be  binding  upon the  Company  and the
Employee.  The amount determined under the foregoing  provisions of this Section
4(e) shall be payable no later than one (1) month  after the  effective  date of
the  Employee's  termination  of  employment.  A change in  control  means:  the
acquisition,  without the approval of the Company's  board of directors,  by any
person or entity,  other than Company or a "related entity," of more than twenty
percent (20%) of the outstanding shares of Company's voting common stock through
a tender offer,  exchange offer or otherwise;  the liquidation or dissolution of
the Company following a sale or other disposition of all or substantially all of
its assets; a merger of consolidation involving the Company which results in the
Company  not being the  surviving  parent  corporation;  or any time  during any
two-year (2) period in which  individuals who constituted the board of directors
of Company at the start of such  period (or whose  election  was  approved by at
least  two-thirds  of the then  members of the board of directors of Company who
were members at the start of the  two-year  period) do not  constitute  at least
fifty (50%) of the board of directors,  for any reason.  A related entity is the
parent,  a subsidiary or any employee  benefit plan (including a trust forming a
part of such a plan) maintained by the Company, its parent or a subsidiary

      (F) DATE OF  TERMINATION.  The date upon which a  termination  pursuant to
this Section 4 becomes  effective  (the "Date of  Termination"  or  "Termination
Date") shall be: the date upon which the party  terminating this Agreement gives
the other party written notice thereof in accordance with Section 11 hereof.

5.    CONFIDENTIAL INFORMATION.

      (a) The  Executive  recognizes  that the  services to be  performed by him
hereunder  are  special,  unique and  extraordinary  and that,  by reason of his
employment  with  the  Company,  he may  acquire  Confidential  Information  (as
hereinafter  defined)  concerning  the  operation  of the  Company,  the  use or
disclosure  of which would cause the Company  substantial  loss and damage which
could  not be  readily  calculated  and for  which  no  remedy  at law  would be
adequate.  Accordingly,  the  Executive  agrees  that he will not  (directly  or
indirectly) at any time, whether during or after the Employment Term:



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<PAGE>

            (i) knowingly use for an improper  personal benefit any Confidential
Information  that he may learn or has learned by reason of his  employment  with
the Company; or

            (ii) disclose any such Confidential Information to any person except
(A) in the  performance  of his  obligations  to the Company  hereunder,  (B) as
required  by a court  of  competent  jurisdiction,  (C) in  connection  with the
enforcement of his rights under this Employment  Agreement or (D) with the prior
consent  of the  Board.  As used  herein,  "Confidential  Information"  includes
information with respect to the Company's facilities and methods,  trade secrets
and other  intellectual  property,  systems,  patents  and patent  applications,
procedures,  manuals,  confidential  reports,  financial  information,  business
plans,  prospects or opportunities,  personnel information or lists of customers
and  suppliers;  provided,  however,  that  such  term  shall  not  include  any
information that is or becomes generally known or available  publicly other than
as a result of disclosure  by the Executive  which is not permitted as described
in clause (ii) above,  or the Company  discloses to others without  obtaining an
agreement of confidentiality.

      (b) The  Executive  confirms  that  all  Confidential  Information  is the
exclusive  property of the Company.  All business records,  papers and documents
and electronic  materials kept or made by the Executive relating to the business
of the Company which comprise  Confidential  Information shall be and remain the
property of the Company during the Employment Term and at all times  thereafter.
Upon the  termination of his employment  with the Company or upon the request of
the Company at any time, the Executive  shall  promptly  deliver to the Company,
and,  without the express  consent of the Board,  shall  retain no copies of any
written or electronic materials,  records and documents made by the Executive or
coming into his possession concerning the business or affairs of the Company and
which comprise Confidential Information.

      (c)  The  Executive  shall  keep  the  terms  of this  Agreement  strictly
confidential,  other than as may be necessary to enforce his rights hereunder or
as  otherwise  required  by law, or for estate  planning  or personal  financial
reasons.

6.    NON-COMPETITION.

      (a) During the Employment  Term and for a period of one (1) year after the
Termination Date (the "Restricted Period"),  the Executive shall not directly or
indirectly,  for his own  account  or for the  account  of  others,  serve as an
officer, director,  stockholder, owner, partner, employee, promoter, consultant,
advisor,   manager  or  otherwise  participate  in  the  promotion,   financing,
ownership,  operation,  or  management  of, or  assist in or carry on  through a
proprietorship,  corporation,  partnership  or other form of business  entity or
otherwise  that intends to compete  against the Company or any of its affiliates
or  customers.  Nothing in this  Section 6 shall  prohibit  the  Executive  from
acquiring or holding any issue of stock or securities of any Person that has any
securities registered under Section 12 of the Exchange Act, listed on a national
securities  exchange or quoted on the automated quotation system of the National
Association of Securities  Dealers,  Inc. so long as the Executive is not deemed
to be an  "affiliate"  of such Person as such term is used in paragraphs (c) and
(d) of Rule 145 under  the  Securities  Act and the  Executive,  members  of his
immediate family, or persons under his control do not own or hold more than five
percent (5%) of any voting securities of any such Person.



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<PAGE>

      (b) During the Restricted Period, the Executive shall not, whether for his
own account or for the account of any other person (excluding the Company):

            (i) solicit or contact in an effort to do  business  with any person
who was a customer  or a potential  customer  of the Company  during the term of
this  Agreement,  or any affiliate of any such person,  if such  solicitation or
contact is for the purpose of competition with the Company;

            (ii) solicit or induce any of the Company's employees to leave their
employment with the Company or accept employment with anyone except the Company;
or

            (iii)  interfere  in a  similar  manner  with  the  business  of the
Company. Nothing herein shall prohibit or preclude the Executive from performing
any other  types of  services  that are not  precluded  by Section 6 (a) for any
other Person.

      (c) The Executive has carefully read and considered the provisions of this
Section 6 and,  having done so, agrees that the  restrictions  set forth in this
Section 6 (including the Restricted  Period,  scope of activity to be restrained
and the geographical  scope) are fair and reasonable and are reasonably required
for the  protection  of the interests of the Company,  its officers,  directors,
employees,  creditors  and  shareholders.  The  Executive  understands  that the
restrictions  contained  in this  Section 6 may limit his ability to engage in a
business  similar  to the  Company's  business,  but  acknowledges  that he will
receive  sufficiently  high  remuneration  and other  benefits  from the Company
hereunder to justify such restrictions.

7.    INVENTIONS.

      (A) DISCLOSURE OF INVENTIONS: The Executive shall promptly disclose to the
Company  (or  any  persons  designated  by it)  all  discoveries,  developments,
designs, improvements,  inventions, blueprints, formulae, processes, techniques,
computer  programs,   strategies,   and  data,  whether  or  not  patentable  or
registerable  under copyright or similar statutes,  made or conceived or reduced
to practice or learned by the  Executive,  either  alone or jointly with others,
during the period of employment  that result directly from tasks assigned to the
Executive by the Company and relate  specifically to the Business or result from
the use of premises  or property  (including  computer  systems and  engineering
facilities)   owned,   leased  or  contracted  for  by  the  Company  (all  such
discoveries,   developments,   designs,  improvements,   inventions,   formulae,
processes,  techniques, computer programs, strategies,  blueprints, know-how and
data are  hereinafter  referred to as  "Inventions").  The  Executive  will also
promptly  disclose to the Company,  and the Company hereby agrees to receive all
such disclosures in confidence,  all other discoveries,  developments,  designs,
improvements,  inventions,  formulae, processes,  techniques, computer programs,
strategies, blueprints and data, whether or not patentable or registerable under
copyright  or similar  statutes,  made or  conceived  or reduced to  practice or
learned by the Executive, either alone or jointly with others, during the period
of  employment   for  the  purpose  of  determining   whether  they   constitute
"Inventions", as defined above.



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<PAGE>

      (B) OWNERSHIP OF INVENTIONS.

            (i) All Inventions shall be the sole property of the Company and its
assigns, and the Company and its assigns shall be the sole owner of all patents,
copyrights,  trademarks and other rights in connection therewith.  The Executive
does hereby  assign to the Company any rights the  Executive may have or acquire
in such  Inventions.  The  Executive  shall assist the Company (at the Company's
expense) in obtaining  and, from time to time,  enforcing  patents,  copyrights,
trademarks and other rights and  protections  relating to said Inventions in any
and all countries.  The Executive will execute all documents  necessary to apply
for and  obtain  such  patents,  copyrights,  trademarks  and other  rights  and
protections on such  Inventions,  as the Company may request,  together with any
assignments  thereof to the Company or persons designated by it. The Executive's
obligation to assist the Company in obtaining and enforcing patents, copyrights,
trademarks and other rights and protections  relating to such  Inventions  shall
continue beyond the termination of employment,  but the Company shall compensate
the Executive at a reasonable rate after the Executive's  termination,  for time
actually spent by the Executive at the Company's request on such assistance.

            (ii) In the event the Company is unable, after reasonable effort, to
secure the  Executive's  signature on any document or documents  needed to apply
for or prosecute any patent,  copyright or other right or protection relating to
an Invention,  for any reason whatsoever,  the Executive does hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
his agent and attorney-in-fact, to act for and on his behalf to execute and file
any such application or applications and to do all other lawfully permitted acts
to further  the  prosecution  and  issuance of  patents,  copyrights  or similar
protections  solely  with  respect to  Inventions  with the same legal force and
effect as if executed by the Executive and the Executive does ratify, affirm and
approve all such lawfully permitted acts accordingly.

8.    SPECIFIC PERFORMANCE.

      The Executive acknowledges that a breach of any of the covenants contained
in this agreement may result in material,  irreparable injury to the Company for
which  there is no  adequate  remedy  at law,  that it will not be  possible  to
measure  damages for such  injuries  precisely  and that, in the event of such a
breach, any payments remaining under the terms of this Agreement shall cease and
the Company,  without posting any bond,  shall be entitled to obtain a temporary
restraining  order and a preliminary  or permanent  injunction  restraining  the
Executive from engaging in activities prohibited by this agreement or such other
relief as may be  required  to enforce any of the  covenants  contained  in this
agreement.

9.    SUCCESSORS; BINDING AGREEMENT.

      (a) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company to expressly  assume and agree to perform this
Agreement  in the same manner and to the same  extent that the Company  would be
required  to  perform  if no such  succession  had taken  place.  Failure of the
Company to obtain such  assumption and agreement prior to the  effectiveness  of
any such succession  shall be a material  breach of this  Agreement.  As used in
this Employment  Agreement,  "Company" shall mean the Company as defined in this
Agreement and any successor to its business or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law, or otherwise.



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<PAGE>

      (b) This Agreement shall inure to the benefit of and be enforceable by the
Executive's  personal  or  legal  representatives,   executors,  administrators,
successors, heirs, distributees,  devisees and legatees. If the Executive should
die while any amount would still be payable to him hereunder if he had continued
to live, all such amounts,  unless otherwise  provided herein,  shall be paid in
accordance  with the terms of this  Agreement to the  Executive's  spouse or, if
there is no such spouse, to the Executive's  estate.  This Agreement is personal
to the Executive and may not be assigned by him.

10.   RESIGNATION AS OFFICER AND/OR DIRECTOR.

      In the event that the Executive's  employment is terminated for any reason
whatsoever or the Executive voluntarily terminates his employment, the Executive
agrees to resign immediately as an Officer and/or Director of Company.

11.   NOTICE.

      For the purposes of this Agreement,  notices and all other  communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been duly  given when  delivered  by hand or mailed by United  States  overnight
express mail, or nationally  recognized private delivery service on an overnight
basis, return receipt requested, postage prepaid, addressed as follows:

      IF TO THE EXECUTIVE:             JACK LECZA
                                       1 Foxwood Road
                                       Bedford, NH
                                       03110
                                       (603) 471-6017

      With copies to:                  Virginia K. Sourlis
                                       The Galleria
                                       2 Bridge Avenue
                                       Redbank, New Jersey
                                       Telephone: (732) 530-9007
                                       Fax: (732) 530-9008

      If to the Company:               Liska Biometry, Inc.

Notices  may  also be sent to such  other  address  as  either  party  may  have
furnished to the other in writing in accordance herewith,  except that notice of
change of address shall be effective only upon receipt.

12.   ARBITRATION OF DISPUTES.

      Any  controversy  or claim arising out of or relating to this Agreement or
the breach hereof, other than an action brought by the Company for injunctive or
other equitable  relief in the enforcement of the Company's rights under Section
8 above,  in which case such  action  may be  brought in any court of  competent
jurisdiction, shall be settled by arbitration in accordance with the laws of the
State of New Hampshire by three  arbitrators,  one of whom shall be appointed by
the Company, one by the Executive and the third by the first two arbitrators. If
the first two arbitrators cannot agree on the appointment of a third arbitrator,
then  the  third  arbitrator  shall be  appointed  by the  American  Arbitration
Association in the City of Nashua,  New  Hampshire.  Such  arbitration  shall be
conducted in the City of Nashua,  New Hampshire in accordance  with the rules of
the American  Arbitration  Association,  except with respect to the selection of
arbitrators  which shall be as provided in this  Section 12.  Judgment  upon the
award  rendered  by  the   arbitrators  may  be  entered  in  any  court  having
jurisdiction  thereof.  In the event that it shall be necessary or desirable for
the Executive to retain legal  counsel  and/or incur other costs and expenses in
connection with the  enforcement of any or all of the  Executive's  rights under
this  Agreement,  the Company shall pay (or the  Executive  shall be entitled to
recover  from  the  Company,  as the  case  may be) the  Executive's  reasonable
attorneys' fees and other  reasonable  costs and expenses in connection with the
enforcement of said rights  (including the enforcement of any arbitration  award
in  court)  in the  event  that an  arbitration  award  is made in  favor of the
Executive,  unless and to the extent that the  arbitrators  shall determine that
under the  circumstances  recovery by the  Executive  of all or part of any such
fees and costs and expenses would be inequitable or otherwise unjust



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<PAGE>

13.   ATTORNEYS' FEES.

      The prevailing party in any legal or arbitration proceedings brought by or
against the other  party to enforce any  provision  of this  Agreement  shall be
entitled to recover against the  nonprevailing  party the reasonable  attorneys'
fees,  court  costs,  arbitration  fees  and  other  expenses  incurred  by  the
prevailing party.

14.   REPRESENTATIONS AND WARRANTIES.

      The Executive  hereby  represents and warrants that he is willing and able
to enter into this  Employment  Agreement  and to render his  services  pursuant
hereto and that neither the execution and delivery of this Employment Agreement,
nor the  performance  of his duties  hereunder,  violates the  provisions of any
other  agreement  to which he is a party or by which he is bound.  It is further
provided that the Executive  shall indemnify the Company for any and all damages
and/or  expenses  (including  attorney's  fees) that may result from a breach of
such representations.

15.   EXPENSES.

      Each party  shall pay its own  expenses  incident  to the  performance  or
enforcement  of this  Agreement,  including all fees and expenses of its counsel
for all activities of such counsel undertaken pursuant to this Agreement, except
as otherwise herein specifically provided.

16.   WAIVERS AND FURTHER AGREEMENTS.

      Any waiver of any terms or conditions of this Agreement  shall not operate
as a waiver of any other breach of such terms or conditions or any other term or
condition,  nor shall any failure to enforce any provision  hereof  operate as a
waiver of such provision or of any other provision  hereof;  provided,  however,
that no such written waiver, unless it, by its own terms, explicitly provides to
the contrary,  shall be construed to effect a continuing waiver of the provision
being waived and no such waiver in any instance shall constitute a waiver in any
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other  instances or for all other purposes to
require full compliance  with such provision.  Each of the parties hereto agrees
to execute  all such  further  instruments  and  documents  and to take all such
further action as the other party may reasonably  require in order to effectuate
the terms and purposes of this Agreement.

17.   AMENDMENTS.

      This  Agreement  may  not  be  amended,  nor  shall  any  waiver,  change,
modification,  consent or  discharge  be  effected  except by an  instrument  in
writing  executed by or on behalf of the party against whom  enforcement  of any
waiver, change, modification, consent or discharge is sought.

18.   SEVERABILITY.

      If any provision of this Agreement shall be held or deemed to be, or shall
in fact be, invalid,  inoperative or  unenforceable as applied to any particular
case in any  jurisdiction or  jurisdictions,  or in all  jurisdictions or in all
cases, because of the conflict of any provision with any constitution or statute
or rule of public policy or for any other reason,  such  circumstance  shall not
have the effect of rendering the  provision or  provisions in question  invalid,
inoperative or unenforceable  in any other  jurisdiction or in any other case or
circumstance or of rendering any other provision or provisions  herein contained
invalid,  inoperative or  unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution,  statute or rule
of public policy, but this Employment  Agreement shall be reformed and construed
in  any  such   jurisdiction  or  case  as  if  such  invalid,   inoperative  or
unenforceable  provision  had never been  contained  herein  and such  provision
reformed so that it would be valid,  operative  and  enforceable  to the maximum
extent permitted in such jurisdiction or in such case.



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<PAGE>

19.   COUNTERPARTS.

      This Agreement may be executed in two or more counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument, and in pleading or proving any provision of this Agreement,
it shall not be necessary to produce more than one of such counterparts.

20    SURVIVAL.

      Sections 3, 4, 5, 6, 7, 8, 11, 12, and 20 shall survive the termination of
this Agreement.

21.   SECTION HEADINGS.

      The headings  contained in this Agreement are for reference  purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.

22.   GENDER.

      Whenever used herein,  the singular  number shall include the plural,  the
plural shall include the  singular,  and the use of any gender shall include all
genders.

23.   ENTIRE AGREEMENT.

      This Agreement  together with any  attachments or Exhibits hereto contains
the  entire  agreement  of the  parties  and  there  are no  other  promises  or
conditions  in any other  agreement,  whether  oral or written.  This  Agreement
supersedes any prior written or oral agreements between the parties.

24.   GOVERNING LAW.

      This  Agreement  shall  be  governed  by and  construed  and  enforced  in
accordance with the law (other than the law governing conflict of law questions)
of the State of Florida.



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<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date and year first above written.


                               Executive:

                                   Name: /s/ Jack Lecza
                                         ---------------------------------------
                                         Jack Lecza
                                         LISKA BIOMETRY, INC.


                                   By:   /s/ Christopher J. LeClerc
                                         ---------------------------------------
                                         Christopher J. LeClerc
                                         President



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<PAGE>

                                   SCHEDULE A
                                JOB DESCRIPTION

      Under  the  direction  of  the  Chief  Executive  Officer,  the  following
represent the type of advisory services,  among others, that may be requested or
provided by the Consultant with regard to this Agreement.

o     Create,    negotiate   and   close   business    opportunities   to   meet
      strategic/operational goals and objectives

o     Research  and contact  prospects to conduct  short and long term  business
      development activities

o     Expand  relationships with current clients and biometrics  vendors/systems
      integrators to drive new business

o     Initiate  and  conduct  business  development  calls via phone,  e-mail or
      face-to-face o Lead the proposal  development process working with a cross
      functional team

o     Negotiate contracts,  terms,  proposal pricing and program requirements in
      conjunction with executive management

o     Work  with  the R&D and  product  development  teams to  generate  project
      requirements and other opportunities

o     Prepare  overview  memos  regarding   markets,   potential   acquisitions,
      potential partners or competitors

o     Assist the VP of Sales & Marketing  in  preparing  a business  development
      status report for presentation at quarterly/annual board meetings.

o     Oversee and manage the company's  strategic  alliances and joint  ventures
      and make recommendations to the CEO as to improving these relationships.

o     Prepare  and  submit  bi-weekly  reports  to the  company's  CEO as to the
      execution of the company's current and forward looking opportunities.



                                       30
<PAGE>

                                   SCHEDULE B
                                   MILESTONES

Milestone I

      To attain Milestone I, the Company, through its Board of Directors,  shall
approve a comprehensive  Marketing and Business  Development  Plan  specifically
targeting the US-VISIT project and its designated  vendors,  by which is meant a
written plan or blueprint for planning, organizing, implementing and controlling
the Company's  marketing  activities related to the Company's marketing strategy
with respects to the Department of Homeland  Security's US-VISIT border security
strategy.  This  Plan  will  include  a  detailed  market  and  trend  analysis,
segmentation   analysis,   competitor   overview,   recommendations  on  product
positioning,  sales  and  market  objectives,  pricing  analysis,   distribution
strategy,  promotion strategy, contact names, corporate communication strategies
and customer/client  perceptions. In addition, the plan will delineate timelines
and resources required for said Plan's implementation.

Milestone II

      To attain Milestone II, the Company, through its Board of Directors, shall
approve the successful  creation of a formal strategic  relationship,  alliance,
joint venture, partnership, contract, relationship etc... that provides tangible
benefit to the Company, as determined by the Company's Board of Directors.

Milestone III

      To attain  Milestone  III,  the Company,  through its Board of  Directors,
shall approve the successful  face-toface,  on-site  presentation  of a contract
proposal to a Fortune 500 Company or Federal Government Department in support of
the broad vertical Marketing strategy delineated by the Executive management and
the VP of Sales & Marketing of the Company.





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