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Exhibit 10(a) EXCLUSIVE USE AND DISTRIBUTION AGREEMENT
By & Between
IVI SMART TECHNOLOGIES, INC. & e-SMART TECHNOLOGIES, INC. This EXCLUSIVE USE AND DISTRIBUTION AGREEMENT is made as of the 26th day of
October 2001, by and between IVI Smart Technologies, Inc., a Delaware
corporation (hereinafter IVI) and e-Smart Technologies, Inc., a Nevada
corporation, both with offices at 437 Madison Avenue, 39th Floor, New York, New
York 10022 (hereinafter ESMT). W I T N E S S E T H: WHEREAS, the wholly owned subsidiary of ESMT, e Smart Systems, Inc, a
Nevada corporation (eSSI), is the exclusive licensee for China of IVIs smart
card technologies (the Technology); and WHEREAS, ESMT has recently been made the exclusive licensee for Asia of
the Technology because of its expertise and ability to market same; WHEREAS, ESMT has spent consider time and money to create marketing and
development teams to promote and improve the Technology and has the capacity to
exploit additional territories; WHEREAS, IVI, the technology owner, is a holding company without marketing
operations and is seeking to expand the territory in which its Technology is
being exploited and especially since the terrible events of 9/11 and IVIs
opinion that the Technology could be used as a deterrent to such terrorism; NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. APPOINTMENT: Subject to the limitations set forth herein, IVI hereby
grants to ESMT the exclusive right to manufacture, market and distribute
products that utilize the Technology throughout the territory of the United
States of America (the Exclusive Territory) pursuant to the terms of this
Agreement which shall include by reference the terms of the existing agreement
between IVI and eSSI and any modifications made thereto, a copy of which is
attached hereto as Schedule A, and made a part hereof. 2. IMPROVEMENTS: The Appointment of ESMT shall include any improvements
to the Technology, and any new smart card systems and/or products
developed by IVI or any of its affiliates, subsidiaries or related entities or
any new smart




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card systems and/or products jointly developed by IVI and any
other party (including ESMT) with whom IVI may develop such products (the
foregoing being referred to herein collectively as the Products) within the
Exclusive Territory (as defined herein above) provided thatand as a condition
to this Agreement to remain in force and effect, any improvement or development
made by ESMT or any of its subsidiaries or affiliates to the Products and/or
the Technology shall be immediately assigned to IVI with a free license to use
same given back to ESMT. 3. THE REST: All other terms and conditions shall be as contained in
Exhibit A and any modifications thereto. In case of any ambiguity or
discrepancy between this Agreement and Exhibit A, this Agreement shall
control. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed on its behalf by its duly authorized representative as the date
first above written. IVI SMART TECHNOLOGIES, INC. By:
Its: e-SMART TECHNOLOGIES, INC. By:
Its: