EXHIBIT 10.2

                              CONSULTING AGREEMENT

     This  Consulting Agreement ("Agreement") is made and entered into this 11th
day of  March, 2004  (the  "Effective  Date")  by  and  between  Robert Genovese
(the  "Consultant")  and  Spectrum  Sciences  &  Software  Holdings  Corp.  (the
"Company").

     WHEREAS,  the  Company  desires  to  engage  Consultant  to perform certain
corporate  planning,  business  development, and financial strategy services for
the Company, and Consultant desires, subject to the terms and conditions of this
Agreement,  to  perform  said  services  for  the  Company.

     NOW  IN  CONSIDERATION  OF  THE  MUTUAL  PROMISES  AND  UNDERTAKING  HEREIN
CONTAINED  AND  FOR  OTHER  GOOD  AND  VALUABLE  CONSIDERATION,  THE RECEIPT AND
SUFFICIENCY  OF  WHICH  IS  HEREBY  ACKNOWLEDGED  THE  PARTIES AGREE AS FOLLOWS:

     1.     ENGAGEMENT OF CONSULTANT:  The Company hereby engages Consultant and
Consultant  hereby  agrees  to hold itself available to render, and to render at
the  request of the Company, independent advisory consulting services concerning
the  following:

     a)   develop  an  in-depth  familiarization  with  the  Company's  business
          objectives  and  bring  to  its  attention  potential  or  actual
          opportunities  which  meet  those  objectives  or  logical  extensions
          thereof;

     b)   alert  the  Company  to  new  or  emerging  high  potential  forms  of
          production  and  distribution  which  could  either  be  acquired  or
          developed  internally;

     c)   comment  on the Company's corporate development including such factors
          as  position  in  competitive  environment, financial performances vs.
          competition,  strategies,  operational  viability,  etc.;

     d)   identify  respective suitable merger or acquisition candidates for the
          Company,  perform  appropriate  diligence  investigations with respect
          thereto,  advise  the  Company  with  respect  to  the desirability of
          pursuing  such  candidates, and assist the Company in any negotiations
          which  may  ensue  therefrom;  and

     e)   other  such  planning  and  development services, all as requested and
          instructed  by  the  Company.

     The  services  to  be  rendered by Consultant to the Company shall under NO
circumstances  include  the  following:

     a)   any  activities  which  could be deemed by the Securities and Exchange
          Commission  to  constitute  investment banking or any other activities
          required  by  Consultant to be registered as a broker-dealer under the
          Securities  Act  of  1934.

     b)   services  in  connection  with  the  offer  or sale of securities in a
          capital-raising  transaction;

     c)   services  that directly or indirectly promote or maintain a market for
          the  securities  of  the  Company  including  without  limitation  the
          dissemination  of  information  that  reasonably  may  be  expected to
          sustain  or  raise or otherwise influence the price of the securities;

     d)   services  providing  investor relations or shareholder communications;

     e)   consultation  in  connection with financing that involves any issuance
          of  the  Company's  securities,  whether  equity  or  debt.


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     2.     TERM:  The  term  of  this  agreement ("Term") shall begin as of the
Effective Date and shall terminate one (1) year thereafter ("Anniversary Date"),
subject  to  Consultant's  and Company's respective rights to terminate upon ten
days'  written  notice.  Consultant shall perform the full term hereof, provided
and  to the extent he is compensated as provided herein and requested by Company
to  so  perform.

     3.     COMPENSATION:  In  consideration  of the services to be provided for
the  Company  by  Consultant  the Company agrees to compensate the Consultant as
follows:

     a)   As  soon  as  practicable  after  the execution of this Agreement, the
          Company  agrees  to  issue  to  Consultant an option (the "Option") to
          purchase 9,000,000 shares of the Company's common stock at an exercise
          price of the lesser of $1.65 or the fair market value of the shares at
          the  time  of  exercise  (the  "Option  Shares").

     b)   The  Option Shares shall vest immediately upon issuance, and all shall
          have  "piggyback"  or  S-8  registration  rights.

     c)   The  exercise  rights of Consultant shall be limited such that, unless
          Consultant  gives  written notice 75 days in advance to the Company of
          Consultant's  intention  to  exceed  the  Limitation  on Conversion as
          defined  herein,  with  respect  to  all  or a specified amount of the
          Option  and  the  corresponding number of the underlying shares, in no
          instance  shall  Consultant (singularly, together with any Persons who
          in  the determination of the Consultant, together with the Consultant,
          constitute  a  group  as defined in Rule 13d-5 of the Exchange Act) be
          entitled  to  exercise  the  Option  to the extent such exercise would
          result  in  Consultant beneficially owning more than five percent (5%)
          of  the  outstanding  shares of common stock of the Company. For these
          purposes,  beneficial  ownership  shall  be  defined and calculated in
          accordance  with  Rule  13d-3, promulgated under the Exchange Act (the
          foregoing being herein referred to as the "Limitation on Conversion").
                                                     ------------------------

     d)   If  pursuant  to  1(d)  above,  Consultant  introduces  a  merger or a
          combination  of  sorts  with  another  entity  to  the  Company,  the
          Consultant  shall be entitled to a finder's fee, and the Company shall
          enter  into  an  agreement  with  the  Consultant  respecting  same.

     4.     INDEPENDENT  CONTRACTOR:  It  is expressly agreed that Consultant is
acting  as  an  independent  contractor  in  performing  its services hereunder.
Company  shall  carry  no  workmen's  compensation  insurance  or  any health or
accident  insurance  to  cover  Consultant.  The  Company  shall  not  pay  any
contributions  to  social  security,  unemployment  insurance,  Federal or State
withholding  taxes  nor  pay any other contributions or benefits, which might be
expected  in  an  employer-employee  relationship.

     5.     ASSIGNMENT:  This  Agreement  and  the rights and obligations of the
parties  hereunder shall inure to the benefit of and shall be binding upon their
successors  and  assigns  but  cannot  be  assigned  by Consultant without prior
written  consent  of  Company.

     6.     GENERAL  PROVISIONS:

     a)   The  Consultant  hereby  agrees,  warrants  and covenants that it will
          provide to the Company copies of all works product for review, use and
          retention as Company sees fit. Consultant further agrees, warrants and
          covenants  not  to  utilize or disclose any during the term hereof and
          for  12  months  thereafter.

     b)   The  Consultant  agrees to provide full and accurate disclosure of any
          and  all  equity  compensation,  which Consultant has received or will
          receive  under  this  agreement, whereas required under the Securities
          Act  of  1933  and  the  Securities  Exchange  Act  of  1934.


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     c)   Governing  Law  and  Jurisdiction: This agreement shall be governed by
          and  interpreted in accordance with the laws of the state of Delaware.
          Each  of  the  parties  hereto  consents  to such jurisdiction for the
          enforcement  of  this agreement and matters pertaining the transaction
          and  activities  contemplated  hereby.

     d)   Attorney's  Fees:  In  the event a dispute arises with respect to this
          agreement,  the  party prevailing in such dispute shall be entitled to
          recover  all  expenses,  including,  without  limitation,  reasonable
          attorney's  fees  and  expenses incurred in ascertaining such parties'
          rights,  in  preparing  to enforce or in enforcing such parties' right
          under  this  agreement, whether or not it was necessary for such party
          to  institute  suit.

     e)   Complete Agreement: This Agreement supercedes any and all of the other
          agreements,  either  oral  or  in  writing,  between  the parties with
          respect to such subject matter in any manner whatsoever. Each party to
          this  agreement  acknowledges  that  no  representations, inducements,
          promises  or  agreements,  oral  or  otherwise,  have been made by any
          party,  or  anyone  herein,  and that no other agreement, statement or
          promise not contained in this Agreement may be changed or amended only
          by  an  amendment in writing signed by all parties or their respective
          successors-in-interest.

     f)   Binding: This Agreement shall be binding upon and inure to the benefit
          of  the  successor-in-interest, assignees and personal representatives
          of  the  respective  parties.

     g)   Unenforceable  Terms:  Any  provision  hereof  prohibited  by  law  or
          unenforceable  under  the  law  of  any  jurisdiction  in  which  such
          provision  is  applicable shall adhere to such jurisdiction only to be
          ineffective  without  affecting any other provision of this Agreement.
          To the full extent, however, that such applicable law may be waived to
          the  end  that  this  Agreement  be  deemed  to be a valid and binding
          agreement enforceable in accordance with its terms, the Parties hereto
          hereby  waive  such  applicable  law  knowingly  and understanding the
          effect  of  such  waiver.

     h)   Execution  Assurances:  This  Agreement  may  be  executed  in several
          counterparts  and  when  so  executed  shall  constitute one agreement
          binding  on  all the parties, notwithstanding that all the Parties are
          not  signatory  to  the  original  and  same  counterpart.

     i)   Further  Assurances:  From  time  to  time each party will execute and
          deliver  such  further  instruments and will take such other action as
          any  other  party  may  reasonably request in order to this charge and
          perform  their  obligations and agreement hereunder and to give effect
          to  the  intentions  expressed  in  this  agreement.

     j)   Miscellaneous  Provisions:  The various heading and numbers herein and
          the  grouping  of provisions of this agreement in to separate articles
          and  paragraphs  are  for the purpose of convenience only and shall be
          considered a party hereof. The language in all parts of this agreement
          shall  in  all cases by construed in accordance with its fair meanings
          as if prepared by all parties to the agreement and not strictly for or
          against  any  of  the  parties.


                            [SIGNATURE PAGE FOLLOWS]

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IN  WITNESS  WHEREOF,  the parties hereto have executed this agreement as of the
day  and  year  first  written  above.


SPECTRUM  SCIENCES  &
SOFTWARE  HOLDINGS  CORP.


By:  /s/  William  H.  Ham,  Jr.            /s/ Robert  Genovese
     ------------------------------------   -----------------------------------
       Name:  William  H.  Ham,  Jr.        Robert  Genovese
       Title:  Executive  Vice  President


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