Exhibit 10(h)
**Research and Development Services Agreement**(the “Agreement”) dated as ofJanuary 1, 2001 (the “Effective Date”), and reduced to writing on May 29, 2003,by and between Big Bang Technologies, Inc., a California corporation with anoffice at 1810 Old Oakland Road, Suite F, San Jose, California 95131 (“BBT”)and e-Smart Technologies, Inc., a Nevada corporation with an office at 7225Bermuda Road, Suite C, Las Vegas, Nevada 89119 (the “Company”). The Companyand BBT are sometimes hereinafter individually referred to as a “Party” andcollectively as the “Parties”.
**W I T N E S S E T H:**
     **WHEREAS**, the Company is a development stage entity engaged in the researchand development of smart card technology and multi-application smart cardsolutions licensed from IVI Smart Technologies, Inc., a Delaware corporationand parent of the Company; and
     **WHEREAS**, BBT is a privately owned company engaged in research anddevelopment and other specialized activities at its facilities in San Jose,California founded by the co-inventor of the Super Smart CardTM technologylicensed to the Company; and
     **WHEREAS**, the Company desires to engage BBT to provide research anddevelopment and other specialized services to the Company; and
     **WHEREAS**, BBT has provided services to the Company since the Effective Dateand is willing to continue to provide services to the Company on the terms andsubject to the conditions set forth in this Agreement.
     **NOW THEREFORE**, in consideration of the mutual covenants and promisescontained herein, and for other good and valuable consideration, the receiptand sufficiency of which are hereby mutually acknowledged and accepted, theParties hereby agree as follows:
        1. **Engagement**. The Company hereby engages and retains BBT to performand supply the Services (as that term is hereinafter defined in Section 3) onbehalf of the Company; and BBT hereby accepts such appointment and agrees toperform and render the Services for and on behalf of the Company on the termsand subject to the conditions hereinafter set forth.
        2. **Term and Termination.**
            A. This Agreement commences on the Effective Date and shall continue infull force and effect for a period of three years thereafter (the “InitialTerm”), unless sooner terminated in accordance with the provisions hereof.After the Initial Term, this Agreement shall be automatically renewed forsuccessive one year terms unless sooner terminated in accordance with theprovisions hereof.
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            B. This Agreement may be terminated as follows: (i) at any time uponwritten agreement between the Parties; or (ii) by the Company without causeupon giving not less than 90 days written notice to BBT, together with paymentof any outstanding invoices and an amount equal to all fees, costs and expensesthat shall, in the ordinary course of the Agreement, become due and payable bythe Company during the period after delivery of such notice and the effectivedate of termination specified therein; (iii) by either Party at any timewithout prior notice to the other Party if the other Party is in breach ordefault of any of its covenants, obligations or agreements hereunder, whichbreach or default continues for a period of ten days following writtennotification from the non-defaulting Party of such breach or default and suchbreach or default has not been fully and effectively remedied within such tenday period; (iv) by BBT at any time without prior notice to the Company if theCompany becomes bankrupt or if a receiver or trustee is appointed to overseethe Company or its assets, or if the Company makes any proposal to itscreditors or is otherwise insolvent or ceases carrying on business; or (v) onthe first day of the second month following the month when the Company receiveseither permanent capital or an advance from a material contract.
            C. Upon the effective date of termination or expiration of this Agreementfor any reason without prejudice to any other rights which the Parties mayhave, and subject to the provisions of this Section: (i) BBT shall immediatelydiscontinue the Services under this Agreement; (ii) BBT shall retain allpayments made to it up to the effective date of termination as payment in fullin respect of the Services in which such payments were made; and (iii) if andonly if BBT is not the defaulting party, the Company shall pay to BBT the fullamount of any outstanding invoices and expenses as well as such other expensesreasonably incurred by BBT arising from the termination.
        3. **Description of the Services**. The Services shall be comprised asfollows:
            BBT hereby agrees to provide the Company with research and developmentservices including overseeing and advising the Company with respect to allaspects of the development of the Super Smart CardTM technology including butnot limited to the following: (i) a unique silicon-based, monolithic imagingdevice design in an executable package for the purpose of capturing fingerprintimages from a statically placed finger(s); (ii) system layout schematicdetailing CMOS drive and sense electronics definition, method of directconnection of CMOS metallurgy and MEMS metallurgy; (iii) definition of processflow and logistics; study of process compatibility between CMOS and MEMS fabs;(iv) modeling and simulation, re-layout of CMOS circuitry including completesystem level modeling, re-definition of blocks and logic based on integratedsystem and verification of compatibility with MEMS process flow and final tape;(v) complete MEMS simulation, process flow testing and test structuredefinition, “short toop” definitions for process flow and materialcompatibility, mask set drawing definition, layout and verification, and finaltape-out; (vi) trained professional staff necessary to carry out and conductthe Company’s research and development activities; (vii) state of the artsoftware and hardware testing facilities; and (viii) its advisory efforts toelevate and broaden the commercial and functional attributes of the Super SmartCardTM technology. The foregoing are collectively referred to as the“Services”. The Services will be undertaken by BBT pursuant to theinstructions of the Company from time to time provided to and agreed upon inwriting by BBT.
It is understood and agreed that the Services may include advice andrecommendations, but all decisions made in connection with the implementationof such advice and recommendations shall be the sole responsibility of, andshall be made and implemented by the Company’s executives and its Board ofDirectors.
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     4. **Performance of the Services**.
            The Company shall designate the personnel to perform the Services andshall set the parameters of the Services subject to BBT’s approval, whichapproval shall not be unreasonably withheld. The Company may reasonably requestremoval of any employee or subcontractor of BBT and in such event, the Companyshall provide notice thereof to BBT specifying in reasonable detail the basisof the request and in the event that the Company desires BBT to provide areplacement employee or subcontractor, BBT will use its best diligent effortsto provide a replacement as soon as reasonably practicable. The Company shallnot unreasonably or unlawfully invoke its rights hereunder.
        5. **Compensation**.
            As compensation for the Services, the Company hereby agrees to makemonthly payments to BBT as follows: $5,000 during 2001; $         during 2002; and$         during 2003. The Company also agrees to reimburse BBT for expensesincurred on the Company’s behalf including extraordinary expenses such asairfare, out of town travel, litigation, etc. BBT hereby agrees to seekpre-approval from the Company for any such expenses in excess of $1,000. Anyand all expenses will be invoiced by BBT to the Company as soon as practicableand will be due upon receipt.
        6. **Representations Warranties, and Covenants.**In order to implement theoperation of this Agreement, the Parties hereby jointly and severallyrepresent, warrant, covenant, agree and consent as follows:
            A. Good Standing. The Company and BBT are corporations duly formed,validly existing and in good standing under the laws of the States of Nevadaand California, respectively, with full power and authority to conduct theirrespective business and to deliver and perform this Agreement in the time andmanner contemplated;
            B. No Breach. The execution, delivery and performance of this Agreement,in the time and manner herein specified, will not conflict with, result in abreach of, or constitute a default under any existing agreement, indenture, orother instrument to which either BBT or the Company is a party or by whicheither entity may be bound or affected;
            C. Authority. Both BBT and the Company have full legal authority to enterinto this Agreement and to perform the same in the time and mannercontemplated;
            D. Approval. This Agreement has been submitted to, ratified and approvedby the respective Boards of Directors of BBT and the Company. Except for theforegoing, no action or proceeding on the part of BBT or the Company isnecessary to authorize this Agreement and the transactions contemplated hereby.No filing with, authorization, consent or approval of any public body orauthority is necessary for the consummation by BBT and the Company of thetransaction contemplated by this Agreement; and
            E. The Company’s Performance. BBT represents and warrants that it has theprofessional expertise and experience to conduct the Services; and that theServices will be provided and performed in a professional and workmanlikemanner.
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        7. **Confidential Data.**The following confidentiality provisions shall beapplicable to this Agreement:
            A. The Company shall not divulge to others, any secret or confidentialinformation, knowledge, or data concerning or pertaining to the business andaffairs of BBT, obtained by it as a result of its employment, unlessauthorized, in writing, by BBT; and
            B. BBT shall not divulge to others, any secret or confidentialinformation, knowledge, or data concerning or pertaining to the business andaffairs of the Company, obtained by it as a result of its employment, unlessauthorized, in writing, by the Company; and
            C. Neither Party shall be required in the performance of its duties todivulge to the other Party or any officer, director, agent or employee of theother Party, any secret or confidential information, knowledge, or dataconcerning any other person, firm or entity (including, but not limited to, anysuch persons, firm or entity which may be competitor or potential competitor ofone Party) which either Party may have or be able to obtain otherwise than as aresult of the relationship established by this Agreement.
        8. **Independent Contractor.**BBT is and shall be deemed to be, anindependent contractor in the performance of its duties hereunder, any law ofany jurisdiction to the contrary notwithstanding. BBT shall not, by reason ofthis Agreement or the performance of its duties hereunder, be, or be deemed tobe, an employee, agent, partner, co-venturer or controlling person of theCompany; and BBT shall have no power to enter into any agreement on behalf ofor otherwise bind the Company. Except with respect to the compliance with thenon-disclosure and secrecy provisions of this Agreement, BBT shall not have, orbe deemed to have, any fiduciary obligations or duties to the Company and shallbe free to pursue, conduct and carry on for its own account (or for the accountof others) such activities, employments, ventures, businesses and otherpursuits as BBT in its sole, absolute and unfettered discretion, may elect.
        9. **Rights and Obligations Subsequent to Closing.**The representations,warranties, agreements, covenants and obligations of each Party containedherein are material, shall be deemed to have been relied upon by the otherParty and shall survive execution of this Agreement for one year, regardless ofany investigation, and shall not merge in the performance of any obligation byany Party hereto.
        10. **Expenses.**Regardless of whether or not the transaction contemplatedherein is consummated, each Party shall be responsible for its own share of allcosts and expenses incurred in connection with this Agreement and transactionscontemplated hereby.
        11. **Amendment.**This Agreement may be amended by the Parties hereto byaction taken by their respective Board of Directors at any time. ThisAgreement may not be amended except by an instrument in writing signed onbehalf of each of the Parties hereto.
        12. **Binding Effect.**All of the terms and provisions of this Agreementshall be binding upon and shall inure to the benefit of and be enforceable byand against the successors and assigns of the Parties hereto.
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        13. **Assignment**. This Agreement is binding upon and shall inure to thebenefit of the Parties hereto and their respective successors and assigns.Notwithstanding the foregoing, neither party shall assign or transfer anyrights or obligations hereunder, except that: (i) the Company may assign ortransfer this Agreement to a successor corporation in the event of a merger,consolidation, or transfer or sale of all or substantially all of the assets ofthe Company, provided that no such further assignment shall relieve the Companyfrom liability for the obligations assumed by it hereunder; and (ii) BBT mayassign or transfer this Agreement to any firm which is an affiliate of BBT,provided that no such assignment shall relieve BBT from liability for itsobligations hereunder.
        14. **Entire Agreement.**Each of the Parties hereby covenants that thisAgreement is intended to and does contain and embody herein all of theunderstandings and agreements, both written and oral, of the Parties herebywith respect to the subject matter of this Agreement, and that there exists nooral agreement or understanding, express or implied, whereby the absolute,final and unconditional character and nature of this Agreement shall be in anyway invalidated, empowered or affected. There are no representations,warranties or covenants other than those set forth herein.
        15. **Laws of the State of Nevada.**This Agreement shall be deemed to bemade, executed and delivered in, governed by and interpreted under andconstrued in all respects in accordance with the laws of the State of Nevada,irrespective of the place of domicile or residence of any Party. In the eventof controversy arising out of the interpretation, construction, performance orbreach of this Agreement, the Parties hereby agree and consent to thejurisdiction and venue of the United States District Court for the District ofNevada and further agree and consent that personal service or process in anysuch action or proceeding outside of the State of Nevada and in the City of LasVegas shall be tantamount to service in person or within the State of Nevadaand in the City Las Vegas of and shall confer personal jurisdiction and venueon the said court.
        16. **Originals.**This Agreement may be executed in counterparts, each ofwhich so executed shall be deemed an original and constitute one of the sameAgreement.
        17. **Notices.**All notices that are required to be or may be sent pursuantto the provisions of this Agreement shall be sent by certified mail, returnreceipt requested, or by overnight package delivery service to the President orChief Executive Officer of each of the Parties at the address appearingherein, and shall count from the date of mailing or the date following the dateof the airbill.
        18. **Modification and Waiver.**A modification or waiver of any of theprovisions of this Agreement shall be effective only if made in writing andexecuted with the same formality of this Agreement. The failure of any Partyto insist upon strict performance of any of the provisions of this Agreementshall not be construed as a waiver of any subsequent default of the same orsimilar nature or of any other nature or kind.
        19. **Severability**. If any provision or any portion of any provision ofthis Agreement, or the application of such provision or any portion thereof toany person or circumstance shall be held invalid or unenforceable, theremaining portions of such provision and the remaining provisions of thisAgreement or the application of such provision or portion of such provisionas is held invalid or unenforceable to persons or circumstances other thanthose to which it is held invalid or unenforceable, shall not be affectedthereby.
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        20. **Indemnification**. The following indemnification provisions shall beapplicable to this Agreement:
            A. Each Party hereby irrevocably agrees to indemnify and hold the otherParty harmless from any and all liabilities and damages (including legal orother expenses incidental thereto), contingent, current, or inchoate to whichthat Party may become subject as a direct, indirect or incidental consequenceof any action by the indemnifying Party or as a consequence of the failure ofthe indemnifying Party to act, whether pursuant to requirements of thisAgreement or otherwise; and
            B. In the event it becomes necessary to enforce this indemnity through anattorney, with or without litigation, the successful Party shall be entitled torecover from the indemnifying Party all costs incurred including reasonableattorneys’ fees throughout any negotiations, trials or appeals, whether or notany suit is instituted.
        21. **Taxes.**Each Party shall be responsible for all taxes which are basedon its own net income. All sales, value added, and use taxes arising out oftransactions occurring under this Agreement shall be the responsibility of theParty conducting such transaction and each Party hereby indemnifies and holdsthe other harmless from any and all claims relating to sales or use taxescollected or due by the Party conducting each of the transactions hereof; and
**IN WITNESS WHEREOF**, the Parties have caused this Agreement to be executed bythe undersigned duly authorized respective officers, effective as of the dayand year first set forth above.
**E-SMART TECHNOLOGIES, INC.**   By:   Mary A. Grace, President
**BIG BANG TECHNOLOGIES, INC.**   By:   Tamio Saito, President
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