Exhibit 10.1
Employment Agreement with Peter Wrage

                    EMPLOYMENT AND NON-COMPETITION AGREEMENT

      This AGREEMENT, effective as of the 20th day of September 2004, is made by
      and between Liska Biometry,  Inc., a Florida  corporation (the "Company"),
      and PETER WRAGE, a resident of the province of Ontario (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$ 400,000 (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 $400,000 on
or before December 31, 2004, this agreement shall become null and void.

1A.   Consulting Agreement.

By  contract  dated  ________(the  "Consulting  Agreement"),  the  parties  have
contracted  together for the Executive to provide his services to the Company as
a consultant.  The Consulting  Agreement calls for compensation both in cash and
in shares of the Company.  The parties agree that this Agreement  supercedes the
Consulting  Agreement  and  each  party  hereby  releases  the  other  from  all
obligations, claims and causes of action arising under the Consulting Agreement.
During the operation of the  Consulting  Agreement,  the Executive  assisted the
Company's staff and other consultants in the creation of intellectual  property,
consisting of  confidential  information  (as defined in paragraph 5 below) that
the Company can exploit in creating  and  implementing  its business  plan.  The
Executive  acknowledges  that  the  Company  is  the  sole  owner  of  all  such
confidential  information,  and assigns to the Company any rights he may have in
such confidential information.



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2.    POSITION AND DUTIES.

      During the Employment  Term,  the Executive  shall serve as Executive Vice
President of Product  Operations.  The  Executive  will report to the  Company's
President required by law and by 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,  and more particularly  defined in Schedule
A, attached hereto and incorporated into this Agreement. 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
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 or
consultant 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 CANADIAN  DOLLARS in accordance with the Company's normal
      payroll  practices.  The Base  Compensation paid to the Executive shall be
      SIXTY THREE THOUSAND (C$ 63,000) 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 100,000  FULLY-VESTED shares upon the
            signing of this agreement

      (iii) The Executive  shall be granted  100,000  OPTIONS upon  execution of
            this  agreement  and  approval  of this  agreement  by the  Board of
            Directors.

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


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

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



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<PAGE>

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



      (viii)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 September  20th,
      2004 .. Such  vacation  days shall  accrue and become  vested on the first
      anniversary day of each year 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.

      (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



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<PAGE>

      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.

      (E)  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  paragraph  3(a) above.  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,  enter into a
relationship  with  others  with a view to using  Confidential  Information  (as
defined above) for his own benefit or that of others.  This provision  shall not
be interpreted to prevent the Executive from,  pursuing a career in finger-print
biometrics,   but  will  be  applied  to  prevent  the   Executive   from  using
technological,  company-specific  or market-related  information he gained while
contracted with the Company for his own benefit, or for that of others.  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.

      (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
      unless the Executive had made direct contact with such person prior to the
      date of this contract.;


            (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



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<PAGE>

            (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.

      (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.


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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.

      (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:       Peter Wrage
                                 32 Farmgate Crescent
                                 Ottawa, Ontario
                                 K2E 7N7

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


      If to the Company:         Liska Biometry, Inc.



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      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
Province of Ontario by a single arbitrator.  Such arbitration shall be conducted
in the City of Ottawa, Ontario in accordance with the rules of the ADR Institute
of Canada. 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.

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 NON-PREVAILING  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.





                                       13
<PAGE>

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.

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.


                                       14
<PAGE>

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


                                          Executive:


                                     Name:/s/ Peter Wrage
                                          --------------------------------------
                                          PETER WRAGE

                                          LISKA BIOMETRY, INC.


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



                                       15
<PAGE>

                          SCHEDULE A - JOB DESCRIPTION

--------------------------------------------------------------------------------

o     Coordinate  and  overseeing  the day to day  activities  of  research  and
      development personnel, including the managing of r&d timelines.

o     Prepare and submit the company's research and development plan.

o     Prepare  and  submit  bi-weekly  reports  to the  company's  CEO as to the
      execution of the research and development plan.

o     Prepare and submit recommendations to the company's CEO for improvement in
      the management of the company's development plan and team.

o     Make  recommendations  to the company's CEO in regard to the hiring and/or
      firing of research and development personnel.

o     Oversee and manage the company's research  collaborations  and/or research
      joint ventures and make  recommendations  to the CEO as to improving these
      relationships.

o     Assist the CEO in preparing a research and  development  status report for
      presentation at the annual directors meetings.

o     Develop biometric products,  services and integrated  biometric systems to
      meet market demands with the approval of the CEO.




                                       16
<PAGE>

                              SCHEDULE B MILESTONES

--------------------------------------------------------------------------------

Milestone I

      To attain Milestone I, the Company, through its Board of Directors,  shall
approve a Product  Development  Plan, by which is meant a plan  describing  what
products the Company  shall  develop and bring to market,  together  with likely
product  descriptions  and  technical  characteristics,  the time and  resources
required to bring such  products  to market,  and a Business  Plan,  by which is
meant a plan describing the markets the Company will pursue,  the products to be
introduced,  the facilities,  personnel and other  resources  required to pursue
such  markets,  and the  financial  impact of such pursuit AND the Company shall
have  successfully  concluded a written  agreement  with the  JinJiang  Hangzhou
Technology  Group,  or  equivalent  firm,  to  license  or  acquire a  biometric
fingerprint algorithm software solution.

Milestone II

      To attain Milestone II, the Company, through its Board of Directors, shall
approve as successful  the proof of concept  demonstration  of a BIN  (Biometric
Identifier Number) 1:1 Verification technique AND the Company, through its Board
of  Directors,  shall  approve a  `BIN-based  1:n  Search  Solution'  Research &
Development  Plan,  by which is meant a plan  describing  the time and resources
required to successfully develop a BIN-based Search 1:n algorithm or equivalent.

Milestone III

      To attain  Milestone  III,  the Company,  through its Board of  Directors,
shall  approve  as  successful  a  proprietary  BIN based  software  application
prototype for 1:1 verification  purposes that can be  retrofitted/embedded  into
any fingerprint biometric hardware technology used by the Department of Homeland
Security and identified  clients of the Company.  A whitepaper will be presented
delineating  the  prototype's   performance   metrics  (FAR,  FRR  etc...)  with
statistical data from beta testing period AND the Company,  through its Board of
Directors,  shall approve as successful the proof of concept  demonstration of a
BIN 1:n Search technique.

Milestone IV

      To attain Milestone IV, the Company, through its Board of Directors, shall
approve as successful  the  completion of Milestones I, II and III in a 12 month
period


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