**Exhibit 10.30****SETTLEMENT AND STANDSTILL AGREEMENT**     This SETTLEMENT AND STANDSTILL AGREEMENT (this “Agreement”) is dated as of November17, 2005 by and among Spectrum Sciences & Software Holdings Corp., a Delaware corporation(“Spectrum”), BG Capital Group Ltd., a Bahamian corporation (“BG”), and RobertGenovese, an individual (“Genovese”). Spectrum, BG and Genovese are sometimes collectivelyreferred to herein as the “Parties” and individually as a “Party.”**RECITALS**     WHEREAS, BG, Genovese and Spectrum, by and through their respective attorneys, have enteredinto a Stipulation and Agreement of Compromise, Settlement and Release, a copy of which is attachedhereto as Exhibit A (the “Stipulation”), in connection with Civil Action Nos.04-80665 and 05-80992 filed by Todd Augenbaum (“Plaintiff”) in the United States DistrictCourt for the Southern District of Florida (the “Court”);     WHEREAS, pursuant to the Stipulation, BG and Genovese have agreed to pay a settlement amountof $3,250,000, of which (i) an initial payment of $800,000 is to be paid directly to AbrahamFruchter & Twersky LLP (“AF&T”) as partial payment of Plaintiff’s attorneys’ fees andexpenses following final Court approval of the Stipulation, and (ii) $2,450,000 is payable to orfor the benefit of Spectrum pursuant to a promissory note and confession of judgment executed byBG, a copy of which is attached hereto as Exhibit B (the “Note”).     WHEREAS, the Note provides for (i) a principal payment of $175,000 (the “SecondPayment”) within six months of final Court approval of the Stipulation (the “Second PaymentDate”), and (ii) a principal payment of $2,275,000 (the “Final Payment”) withineighteen months of final Court approval of the Stipulation;     WHEREAS, the Stipulation and the Note provide that the Second Payment shall be payabledirectly to AF&T for the balance of Plaintiff’s attorneys’ fees and expenses and the Final Paymentshall be payable to Spectrum;     WHEREAS, the Stipulation provides that the Final Payment may be satisfied with tender ofSpectrum’s common stock valued at the closing market price of Spectrum’s common stock on the dateof delivery thereof;     WHEREAS, pursuant to the Stipulation, BG and Genovese have delivered to Zuckerman Spaeder LLP(the “Escrow Agent”) one million shares of Spectrum common stock (the “Escrow CommonStock”) to secure the payment of BG’s and Genovese’s obligations set forth in the Stipulationand the Note; and     WHEREAS, the Parties’ desire to modify the payment terms with respect to the Second and FinalPayments due to Spectrum in consideration for the agreements and covenants of BG
 

 
and Genovese set forth herein.     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agreeas follows:**AGREEMENT**          **1.****Incorporation by Reference****.**All Recitals set forth above are hereby incorporatedby reference into this Section 1 as if they were set forth in full herein.          **2.****Modification of Terms of Second and Final Payments to Spectrum****.**               (a) Notwithstanding any provision of the Stipulation or the Note to the contrary, and subjectto subsection (b) below, the Parties acknowledge and agree that:                    (i) BG and Genovese shall direct the Escrow Agent in accordance with provisions of theStipulation to sell such number of shares of the Escrow Common Stock as is necessary to pay theSecond Payment, and to deliver to AF&T the proceeds resulting from such sale no later than theSecond Payment Date;                    (ii) BG and Genovese shall direct the Escrow Agent in accordance with the provisions of theStipulation to release to Spectrum no later than the Second Payment Date the remainder of theshares of the Escrow Common Stock;               (b) Notwithstanding the provisions of subsection 2(a) above, Spectrum may elect, by givingnotice to BG and Genovese not less than thirty days prior to the Second Payment Date, to receiveall of the shares of the Escrow Common Stock in complete satisfaction of BG’s and Genovese’sobligations with respect to the Second and Final Payments, in which case BG and Genovese shalldirect the Escrow Agent to release the Escrow Common Stock to Spectrum no later than the SecondPayment Date; provided, however, that, prior to or contemporaneously with therelease of the Escrow Common Stock to Spectrum, Spectrum shall pay the Second Payment to AF&T inU.S. dollars in accordance with the terms of the Stipulation and the Note. In the event Spectrumfails to provide such notice, Spectrum shall be deemed to have waived the right to make theelection granted under this subsection 2(b).               (c) Following payment of the Second Payment and delivery of the Escrow Common Stock inaccordance with subsections 2(a) or 2(b) above, BG and Genovese shall have no further obligationswith respect to the Second and Final Payments or otherwise under the Stipulation or the Note.          **3.****Agreement Not To Sell Escrow Common Stock**. Notwithstanding any provision of theStipulation to the contrary, BG and Genovese hereby agree not to direct the Escrow Agent to sellthe Escrow Common Stock more than thirty days prior to the Second Payment Date, except as may berequired by the Stipulation or by law.
 

 
          **4.****Agreement to Stand Still**.               (a) Each of BG and Genovese hereby agrees that, effective as of the date hereof and until theStandstill Termination Date (as defined below), without the prior written consent of Spectrum,specifically expressed in a resolution adopted by the Board of Directors of Spectrum, it will notand will cause its Affiliates (as defined below) to not:                    (i) acquire, directly or indirectly (including through the exercise of any options), anySecurities (as defined below) of Spectrum;                    (ii) make, or in any way participate, directly or indirectly, in any “solicitation” (as suchterm is used in the proxy rules of the Securities and Exchange Commission as in effect on the datehereof) of proxies or consents (whether or not relating to the election or removal of directors),seek to advise, encourage or influence any person with respect to the voting of any Securities,initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the Securitiesand Exchange Commission as in effect on the date hereof) stockholders of Spectrum for the approvalof stockholder proposals whether made pursuant to Rule 14a-8 of the Securities Exchange Act of1934, as amended (the “Exchange Act”), or otherwise, or induce or attempt to induce anyother person to initiate such stockholder proposal;                    (iii) seek, propose, or make any statement with respect to, any merger, consolidation,business combination, tender or exchange offer, sale, or purchase of assets, sale or purchase ofsecurities, dissolution, liquidation, restructuring, recapitalization or similar transaction of orinvolving Spectrum or any of its Affiliates;                    (iv) form or cause the formation of, join or in any way participate, directly or indirectly,in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to anySecurities of Spectrum;                    (v) otherwise act, alone or in concert with others, to control or seek to control themanagement, Board of Directors or policies of Spectrum;                    (vi) seek, alone or in concert with others, the removal of any member of the Board ofDirectors of Spectrum;                    (vii) make any publicly disclosed proposal with respect to Spectrum or any of its Affiliates;                    (viii) issue any press release or make any published statement regarding the business ofSpectrum;                    (ix) make any proposal, statement or inquiry, or disclosing any intention, plan or arrangement(whether written or oral) inconsistent with the foregoing, or disclose any request to amend, waiveor terminate any provision of this Agreement;                    (x) enter into any arrangements, understandings or agreements
 

 
(whether written or oral) with, or advise, finance, assist or encourage, any other person to takeany action which BG and Genovese would be prohibited from taking under this Section 4; and                    (xi) communicate directly or indirectly with any director, officer, employee or other agent ofSpectrum with respect to any information which would constitute material non-public informationrelating to Spectrum under federal securities laws.               (b) For purposes of this Agreement, an “Affiliate” of a person shall have the meaningset forth in Rule 12b-2 of the Exchange Act as in effect on the date hereof and, in addition, shallinclude “Associates” (as defined in Rule 12b-2) of the Exchange Act as in effect on the datehereof) of such person and its Affiliates.               (c) The term “Securities” shall mean the shares of common stock and other securitiesof Spectrum, as the context implies, entitled to vote generally in the election of directors, anyother securities (including, without limitation, rights and options) convertible into, exchangeablefor or exercisable for, any of the foregoing (whether or not presently convertible, exchangeable orexercisable), or any indebtedness of Spectrum.               (d) The “Standstill Termination Date” shall be December 31, 2008.          **5.****Confidential Information and Materials**.               (a) BG and Genovese agree that during the course of their relationship with Spectrum, they ortheir affiliates have obtained and may obtain in the future certain Confidential Information.“Confidential Information” is information concerning Spectrum which Spectrum attempts tokeep confidential, has not been publicly disclosed by Spectrum, is not a matter of common knowledgein its industry, including, but not limited to, certain information relating to the business plans,trade practices, finances, accounting methods, methods of operations, trade secrets, marketingplans or programs, forecasts, statistics relating to markets, contracts, customers, compensationarrangements, and business opportunities.               (b) Each of BG and Genovese agrees that the Confidential Information is proprietary toSpectrum, and to take the following steps to preserve the confidential and proprietary nature ofthe Confidential Information:                    (i) until the Standstill Termination Date, BG and Genovese shall not, and shall cause theirAffiliates not to, use, disclose or otherwise permit any person or entity access to anyConfidential Information other than as agreed to by Spectrum or as may be required to be disclosedby law or by any court, administrative agency, or arbitration panel; and                    (ii) until the Standstill Termination Date, other than as agreed to by Spectrum or as may berequired to be disclosed by law or by any court, administrative agency, or arbitration panel, BGand Genovese shall take, and shall cause their Affiliates to take, all reasonable precautions toprevent disclosure of Confidential Information (including disclosure by agents or representatives)to unauthorized persons or entities.
 

 
          **6.****Remedies****.**It is understood and agreed that money damages would not be a sufficientremedy for any breach of this Agreement by any Party hereto and that the non-breaching Party shallbe entitled to equitable relief, including injunction and specific performance, as a remedy for anysuch breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of thisAgreement, but shall be in addition to all other remedies available at law or equity to thenon-breaching Party. In the event of litigation relating to this Agreement, if a court ofcompetent jurisdiction determines that a Party has breached this Agreement, such breaching Partyshall be liable for and pay to the other Party on demand the legal fees and expenses incurred bythe non-breaching Party in connection with such litigation, including any appeal therefrom.          **7.****Waivers and Amendments****.**No failure or delay by any Party in exercising any right,power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partialexercise thereof preclude any other or future exercise thereof or the exercise of any other right,power or privilege hereunder. No provision of this Agreement can be amended without the specificwritten consent of the Parties hereto.          **8.****Choice of Law/Consent to Jurisdiction****.**          (a) The validity, interpretation, performance and enforcement of this Agreement shall begoverned by the laws of the State of New York without regard to the conflict of laws principlesthereof.          (b) In the event any Party brings any action, suit or proceeding against the other arising outof or relating to this Agreement, each Party hereby irrevocably and unconditionally consents to thejurisdiction of the federal and state courts of the State of New York for such action, suit orproceeding arising out of or relating to this Agreement, and agrees not to commence any action,suit or proceeding related thereto except in such courts. Each Party further hereby irrevocablyand unconditionally waives any objection to the laying of venue of any action, suit or proceedingarising out of or relating to this Agreement in the federal and state courts of the State of NewYork, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim inany such court that any such action, suit or proceeding brought in any such court has been broughtin an inconvenient forum.          (c) Each Party hereto further agrees that service of any process, summons, notice or documentby U.S. registered mail to its address shall be effective service of process for any action, suitor proceeding brought against it in any such court.          **9.****Termination****.**In the event the Court does not approve the Stipulation, thisAgreement shall be rendered null and void and of no further force and effect.          **10.****Notices****.**Any notice, direction, and/or demand to be given or made by the Partiesshall be given in accordance with the notice provisions set forth in the Stipulation.          **11.****Counterparts****.**For the convenience of the Parties, any number of counterparts ofthis Agreement may be executed by the Parties hereto. Each such counterpart shall be, and shall bedeemed to be, an original instrument, but all such counterparts taken together shall
 

 
constitute one and the same Agreement.          **12.****Successors and Assigns**. The benefits of this Agreement shall inure to therespective successors and assigns of the Parties hereto, and the obligations and liabilitiesassumed in this Agreement by the Parties hereto shall be binding upon their respective successorsand assigns. No Party may assign any of its duties, rights or obligations hereunder without theprior written consent of the other Parties.          **13.****Entire Agreement****.**This Agreement, together with the Exhibits, embodies the entireagreement and understanding of the Parties hereto and supersedes any and all prior agreements,arrangements and understandings relating to the matters provided for herein. No alteration,waiver, amendment, change or supplement hereto shall be binding or effective unless the same is setforth in writing signed by a duly authorized representative of each Party and may be modified orwaived only by a separate letter executed by each Party expressly so modifying or waiving thisAgreement.          **14**. **Severability**. The covenants and agreements contained in this Agreement areseparate and severable and the invalidity or unenforceability of any one or more of such covenantsor agreements, if not material to the arrangement that is the basis for this Agreement, shall notaffect the validity or enforceability of any other covenant or agreement contained in thisAgreement. If, in any judicial proceeding, a court shall refuse to enforce one or more of thecovenants or agreements contained in this Agreement because the duration thereof is too long, it isexpressly agreed between the Parties to this Agreement that such duration shall be deemed reducedto the extent necessary to permit the enforcement of such covenants or agreements.*[Signature Pages Follow]*
 

 
     IN WITNESS WHEREOF, the Parties hereto have executed or caused this Agreement to be executedas of the day and year first written above.         **SPECTRUM SCIENCES & SOFTWAREHOLDINGS CORP.**           By: /s/ Michael Megless             Name: Michael Megless