EXHIBIT 10.13

                      AMENDED & RESTATED LICENSE AGREEMENT

     THIS  AGREEMENT is made  effective as of the __ day of February,  2001 (the
"Effective Date"), by and between ID Technologies Corporation,  a North Carolina
corporation,  having a place of business and address of NCSU Centennial  Campus,
1920  Main  Campus  Dr.  Suite  400  Raleigh,  NC 27606  ("the  Licensor"),  and
Protective  Technologies,  Inc 100 South Ashley  Drive Suite 870 Tampa,  Florida
33602 (the "Licensee) (together, the "Parties").

     WHEREAS, Licensor owns all right title and interest in United States Patent
No.   5,623,552  (the  "552  Patent"),   dated  April  22,  1997,  and  entitled
"Self-Authenticating Identification Card With Fingerprint Identification".

     WHEREAS,  Information  Resources  Engineering,  Inc.  (IRE) located at 8029
Corporate  Drive,  Maryland  21236,  has a  strong  background  in  technologies
relating to the  design,  development,  and  manufacture  of products  which can
incorporate  and has  incorporated  in such  products  with the  cooperation  of
Licensor  the  self-authenticating   fingerprint  identification  technology  as
described and claimed in the 552 Patent of Licensor.

     WHEREAS,  the  aforementioned  IRE owns  rights to  inventions  and patents
pertaining  to the same  technology  as that  described  and  claimed in the 552
patent, and may own future inventions and patents pertaining thereto.

     WHEREAS,  Licensor  has entered  into an  agreement  granting IRE a license
under the 552 patent in a defined  exclusive  filed and has obtained from IRE an
exclusive  license  in the  Filed of  License  (defined  below) to  receive  IRE
technology  and use and  practice IRE as present and future IRE  inventions  and
patent(s)  (hereinafter  referred  to as "IRE  Technology")  for the full  terms
thereof to the full extent to which they pertain to the subject matter described
and claimed in the 552 Patent and has further  obtained  from IRE the  exclusive
right to  sublicense  such  IRE  Technology  in said  Field  of  License  to the
Licensee.

     WHEREAS,  Licensor and IRE  recognize  that because of the  complexity  and
extensive potential  applications of the technology covered by the 552 Patent it
will  be  desirable  and  mutually  beneficial  to  all  parties  that  Licensor
coordinate  the transfer of  technology  related to the  application  of the 552
Patent technology and that there be established  Technology development Partners
(defined  below) to assist in the  development and application of the technology
covered by the 552 Patent and that bath IRE and Licensee will usefully serve the
role of being such a Technology Development Partner.

     WHEREAS,  Licensor anticipates  obtaining from time to time from Technology
development  Partners certain  additional  technology and intellectual  property
rights associated with and supportive of the practice of the 552 Patent.

     WHEREAS,  Licensor  desires  to  license  the 552  Patent  and also the IRE
Technology,   and  Technology   Development  Partner  Technology  to  facilitate
Licensee's  application of the 552 Patent  Technology,  and Licensee  desires to
receive  such a license,  technology  and  assistance  pursuant to terms of this
Agreement.

     NOW,  THEREFORE,  the Parties  agree that for and in  consideration  of the
mutual covenants  contained herein,  and in consideration of the Initial Payment
(hereinafter  defined)  and other good and valuable  considerations  each to the
other have paid,  the  receipt and  sufficiency  of which is  acknowledged,  the
Parties have covenanted and agreed, and do hereby covenant and agree as follows:

1.0    Definitions

1.1    "System"   means  Licensor's   fingerprints   identification   technology
       described  and   claimed in the 552 Patent  and the  Licensor  Technology
       (defined below).

1.2    "Licensed  Patents"  means  the  552  Patent  and  other patents licensed
       to  Licensee  hereunder.

1.3    "Subsidiary"  means  a  corporation,  company or other  entity  more than
       fifty percent of whose   outstanding  shares or securities  (representing
       the right, other than as  affected by events of default,  to vote for the
       election  of  directors   of  other  managing   authority)  are,  now  or
       hereafter,   owned or controlled  directly by a  corporation,  company of
       other entity which is  a party to this  Agreement  (either by Licensee of
       the Licensor), as long as such ownership or control exists.

1.4    "Technology  Development  Partner"   (hereinafter  referred  to as "TDP")
       means any  individual,  corporation,  association, or other entity, other
       than  Licensor  or a  Subsidiary  thereof,  with whom  Licensor is now or
       hereafter becomes  associated and to whom Licensor grants a license under
       the 552 patent and  from whom the  Licensor  acquires or has the right to
       acquire  rights  to   certain  of the  TDP's  intellectual  property  for
       incorporation into the System.

1.5    "TDP  Technology"  means   inventions,   patents   and  other  technology
       developed by IRE or another  TDP  and licensed and  otherwise transferred
       to  Licensor  for  incorporation   into the System and  with  respect to
       which Licensor has the right to license others.

1.6    "Licensee  Technology"  means   presently  existing  or future  developed
       inventions,  patents, and technology of Licensee relating  to the subject
       matter of the 552 patent and licensed or otherwise  transferred  to which
       Licensor pursuant to this Agreement.

1.7    "IRE"  means  Information  Resource  Engineering,   Inc.,  who  shall  be
       treated  as  a Technology Development Partner pursuant to this Agreement.

1.8    "Licensor   Affiliate"   shall   mean  a   Subsidiary   of   Technology
       Development  Partner of Licensor.

1.9    "Licensor Technology"
Means and  includes  the  Licensed  Patents  as well as all  present  and future
intellectual  property including rights in inventions,  patents,  trade secrets,
copyrights and other  technology,  and any portion  thereof,  associated with or
supportive of use of the System, which Licensor owns or is authorized to license
or  otherwise  transfer  to Licensee  under this  Agreement  and which  Licensee
received  either from  Licensor,  IRE, or TDP with  Licensor's  assistance,  and
includes  present and future IRE Technology,  Technology and Licensor  Affiliate
Technology  as well as other  technology  acquired by Licensor  with  respect to
which Licensor has the right to license.

1.10   "Field of  License" means  identification,  access  and  security  cards,
associated  systems and equipment of any and all types used by  passenger's  and
employee's  worldwide in any location for mass-transit  conveyances  (including,
without limitation, tolls, tickets and electronic validations for daily, weekly,
monthly and annual passenger passes) issued by public, private, corporations and
government agencies.

1.11   "Licensed Product"
Means any product or component  of a product  which  incorporate  some or all of
Licensor's Technology of whose manufacture, sale or use would infringe directly,
contributory,  or by inducement  any claim of the 552 Patent or any other patent
licensed hereunder.

1.12   (i) "Net Sales" means a) in the context of an arms-length transaction for
monetary  consideration,  the gross sums  received by  Licensee  for the sale or
other  transfer of Licensed  Products or for the sublicense or other transfer of
the Licensor  Technology,  after applying credits for freight,  taxes,  refunds,
discounts,  returns  and bad debts but  without  any  credit  or  deduction  for
commissions  of broker fees paid by  Licensee,  except as  provided  pursuant to
Article  1.12(i);   b)  in  the  context  of  an  arms-length   transaction  for
non-monetary consideration,  the fair market value of the consideration received
by Licensee in exchange for the sale or other  transfer of Licensed  Products or
for the  sublicense  or other  transfer of the  Licensor  Technology;  c) in the
context of an arms-length transaction in which the Licensee combines or includes
Licensed  Products in a commercial  offering whereby the pricing of the Licensed
Products is some part of a greater  total price,  the gross sums received by the
Licensee,  after  applying  credits  for  freight,  taxes,  refunds,  discounts,
returns,  and bad debts,  attributed  to the sale or other  transfer of Licensed
Products;  (d)in the event that  Licensed  Products  are disposed of in a manner
other than an  arms-length  transaction  for money or other  consideration,  Net
Sales shall be measured by the price which sales or other  transfers  of similar
Licensed Products are sold at arms-length by the Licensee.
(ii) Where Net Sales is to be determined for the sublicense or other transfer of
the Licensor  Technology,  as opposed to the sale or other  transfer of Licensed
Products, Net Sales shall be further reduced by the amount of fees Licensee pays
to independent, third-party brokers in such transactions.
(iii) Where Net Sales is to be  determined  pursuant to  foregoing  subparagraph
(i)(c) of this Article 1.12,  that portion of the total price of the  commercial
offering attributed to the sale or other transfer of the Licensed Products shall
be  determined  by  agreement  of the  Parties,  assisted  by  their  accounting
professionals.  Should the Parties not agree within  thirty (30) days from their
initial discussion regarding a particular commercial offering,  then the Parties
agree that the matter be decided by a panel of accounting  professionals,  whose
decision  shall be  binding  on the  Parties.  The panel  shall  consist  of one
accounting  professional selected by each of the Parties. If within fifteen days
of  submission  to select a third  accounting  professional,  acceptable to each
panel member,  to assist in determine  what portion of the total price should be
attributed to sale of the Licensed Products. The expanded panel shall decide the
issues by a simple  majority,  within  fifteen  (15) days of the addition of the
third panel member.  Each party shall pay one-half the cost of forming the panel
and obtaining a final panel decision.

1.13   "Authorized Source"
Means a company  selected by Licensor to manufacture  the Licensed  Product or a
company  selected by  Licensee  with  Licensor's  written  approval  pursuant to
Article 4.2 below.

1.14   The Recitals
Set forth in the  "Whereas"  provisions  on pages 1 and 2 of this  Agreement are
incorporated herein by reference and are made a part of this Agreement herein.

2.0    Grant of Technology License
Licensor  hereby  grants  and  conveys  to  Licensee,  subject  to  the  express
limitations of this  Agreement,  a license to test,  experiment with and use for
First  Prototype  referred  to in Article  3.0 below and a  worldwide  exclusive
license to make, use, sell, sublicense,  or otherwise transfer the System of any
component  thereof in the Field of License but only in the Field of License,  to
use such certification mark(s), trademark(s) and/or other marking(s) on Licensed
Products  pursuant to Article 14, and to disclose  the System to the  Authorized
Sources and others  necessary for its practice by Licensee and its  sublicenses,
subject, however, to the confidentiality duty set forth in Article 22. Except as
provided by Article 8.4, Licensor acknowledges and agrees that it will not grant
any rights in the Field of License to any person other than  Licensee,  nor will
Licensor  itself exercise any rights in the Fields of License with regard to the
System.

3.0    Development of First Prototype of System.
Licensee  acknowledges  a working  prototype  has been  developed  by IRE who is
currently manufacturing up to 100 / 8 chip biometric cards. That a 2/3 chip card
is planned for late 2000 / early 2001; that a magnetic swipe is being considered
for 2001; and that a one-chip card is being planned with a less than $20.00 cost
excluding NRI.

4.0    Authorized Source of Licensed Product

4.1    Authorized Source List.
Licensor shall provide  Licensee  within one (1) year from the Effective Date of
this Agreement the name and address of at least one  Authorized  Source with the
expertise, skill, and knowledge to manufacture and produce the Licensed Products
within  Licensee's Field of License according to Licensee's  specifications  and
which Licensee is prepared to develop and market.

4.2    Additional Authorized Sources.
At any time during the term of this  Agreement,  the Licensee may request adding
to the list of Authorized Sources one or more manufacturers of Licensed Products
within Licensee's Field of License.  Such request shall affirmatively state that
the Licensee has  investigated the proposed source and has an adequate basis for
believing  that the proposed  source can  manufacture  the  particular  Licensed
Product of interest to the  Licensee to such  standards  of quality and grade at
least equal to and in all respects not less reliable than the Authorized  Source
identified  in Article  4.1.  Licensor,  not more that thirty (30) days after it
received the proposed additional  Authorized Source from Licensee,  shall advise
Licensee with respect to such request,  and shall not  unreasonably  reject such
proposed source.  In the event that the Licensor shall fail to reply within said
30 days, the proposed additional source shall be deemed an Authorized Source.

4.3    Procurement.
Licensee shall procure the Licensed Product only from an Authorized Source.

4.4    Samples.

With regard to Authorized  Sources selected by Licensee,  the Licensee shall, at
any time  requested  by the  Licensor,  either  provide to the  Licensor  random
samples of the Licensed Product from each such Authorized  Source, or enable the
Licensor to enter the Licensee's premises,  following reasonable notice,  during
the Licensee's ordinary business hours and inspect the Licensed Product supplied
by such Authorized Source(s).

4.5    Licenses Not Obligated to Purchase from Persons Selected by Licensor. The
Licensee  acknowledges  that it is not  required to obtain the product  from any
person  affiliated  with the  Licensor,  and  that is has a full and  sufficient
opportunity  to seek out  alternative  sources of the product and will take such
advantage of that opportunity as it independently elects, relying exclusively on
its own business judgment and not on the recommendation of the Licensor for that
purpose.  The Licensee  further warrants that it will conduct its own inspection
of any  Authorized  Source  whose  identity is  provided to the  Licensee by the
Licensor,  will  independently  determine  the  capability  and  quality of such
Authorized Source to meet the requirements of the Licensee, and will not rely on
the judgment of the Licensor for that purpose. The Licensor makes no warranty or
representation   whatsoever  as  to  the  capabilities  of  performance  of  any
Authorized   Source,   and   expressly   disclaims  all  such   warranties   and
representations.

5.0    Licensee's Rights to Proposed Specifications
The  Licensee  shall  have the  right to  proposed  modifying  Licensed  Product
specifications  in a manner  that would  permit the  Licensed  Product to better
service customers in the Field of License. Licensor has the right to reject such
modifications,  if such modified specifications call for a Licensed Product of a
lesser grade or quality than desired by Licensor or a Licensed Product likely to
impair consumer acceptance of the Licensed Products.

6.0    Development of Prototypes of Licensed Products
Upon selection of an Authorized  Source for the first selected  Licensed Product
within  Licensee's  Field of License,  which  Licensee  stands ready to procure,
develop  and  market in  commercial  quantities,  Licensee  shall  promptly  and
forthwith  proceed to procure such selected  Licensed  Product in prototype form
from such an Authorized  Source,  and upon procurement  thereof provide Licensor
with a sample thereof.

6.2    Licensor shall within twenty-one  (21) days after  receipt of a sample of
Licensee's  first  selected  Licensed  Product in a prototype  form suitable for
reproduction in commercial  quantities  promptly notify Licensee of its approval
or  disapproval  thereof.  In the event  that the  Licensor  shall fail to reply
within said twenty-one (21) days, the proposed prototype form shall be deemed to
be approved by Licensor.  In the event of approval,  Licensee shall use its best
efforts  to  commence  production,  marketing  and sale of such  first  selected
Licensed Product  throughout the Field of License.  In the event of disapproval,
Licensor  shall  inform  Licensee of the  reasons  thereof  and  Licensee  shall
promptly  take steps to improve such  prototype of the first  selected  Licensed
Product  and shall again  submit such  prototype  to  Licensor  for  approval in
accordance with the terms of this Article 6.2.

6.3   After introduction and marketing of the first selected Licensed Product as
referred to above, Licensee shall proceed to select the next subsequent Licensed
Products  in the same  manner as set forth  above and shall  again  submit  such
prototype to Licensor for approval in accordance  with the terms of this Article
6.2.

7.0    Warranties and Representations of the Parties

7.1    Licensors Warranties and Representations

7.1.1  Licensor Technology.
a.     The  Licensor  warrants  that it is the sole and  exclusive  owner of all
       right,  title and interest in Letters  Patent of the United  States,  No.
       5,623.552  dated  April  22,  1997,  and  entitled  "Self  Authenticating
       Identification  Card With Fingerprint  Identification,"  and has the sole
       and exclusive right to grant licenses to others to manufacture,  use, and
       sell,  products covered by the patent, and further warranties that it has
       the right to license the System to Licensee pursuant to the terms of this
       Agreement.
b.     Licensor  also  warrants  that it has obtained  from IRE a  non-exclusive
       license in the Field of License to  receive  IRE  Technology  and use and
       practice  IRE's present and future IRE  inventions  and patent(s) for the
       full  terms  thereof  to the full  extent to which  they  pertain  to the
       subject  matter  described  and claimed in the 552 Patent and has further
       obtained  from IRE the right to  sublicense  such IRE  Technology in said
       Field of License to the Licensee, and that such IRE Technology is covered
       by the royalty rate identified in Article 9.1.
c.     Licensor  fully  warrants and shall warrant  throughout the terms of this
       Agreement that it has fully  unrestricted  right to grant to Licensee the
       rights granted in Article 2.0,  including without limitation the right to
       grant a license to make, use, sell,  sub-license,  or otherwise  transfer
       the TDP Technology which is or shall be incorporated into the System.

7.1.2  Prosecution of Licensor  Patents.  Licensor shall maintain the 552 Patent
       and any other  presently  or future  existing  United  States or  foreign
       patents  owned by Licensor and relating to the System,  and shall provide
       Licensee  proof  that all  maintenance  fee  payments  have  been made by
       Licensor prior to the imposition of penalties. In the event Licensor does
       not make any maintenance fee payments required by the U.S. Patent Office:
       (a)  Licensee  shall have the right to make such  payments on  Licensor's
       behalf,  and (b) the amount of such  payments  made by Licensee  shall be
       credited  against  the amount of  royalty  payments  due to the  Licensor
       hereunder.

7.1.3  Licensor   Best   Efforts.  Licensor   shall  use  its  best  efforts  to
       develop,  improve,  enhance and   commercialize  the  System through  its
       dealings   with    Subsidiaries,  Licensees, and  Technology  Development
       Partners.

7.1.4  Licensor  Employees.   Licensor   represents  and  warrants that it shall
       require its employees to assign to  Licensor  all  intellectual  property
       rights to the inventions developed  by  its  employees  relating  to  the
       System.

7.1.5  Defending  Field of License.  Licensor  shall  assist  Licensee to defend
       against any other of  Licensor's  Licensees of the of the System  ("other
       Licensees") from using,  practicing,  selling, or transferring the System
       in Licensee's Field of License.

7.1.6  Due  Organization,  Good Standing,  Authority of Licensor.  Licensor is a
       corporation duly organized,  validly existing, and in good standing under
       the laws of North Carolina. Licensor has full right, power, and authority
       to own its  properties and assets,  and to carry on its business.  To the
       best of Licensor's  knowledge,  Licensor is duly licensed,  qualified and
       authorized  to do  business  as a  foreign  corporation,  and is in  good
       standing in each jurisdiction in which the properties and assets owned by
       it or the nature of the business  conducted  by it makes such  licensing,
       qualification and authorization legally necessary.

7.1.7  License  Not  in  Conflict  with  Other  Instruments; Required  Approvals
       Obtained.

7.1.7.1To  the  best  of  Licensor's  knowledge,  the  execution  delivery,  and
       performance  of this License by Licensor  will not (a) violate or require
       registration,  qualification,  or  filing  under,  (i) any law,  statute,
       ordinance,  rule or  regulation  (Laws)  of any  federal,  state or local
       government   (Governments)   or  any  agency,   bureau,   commission   or
       instrumentality  of any  Governments,  or (ii) any judgment,  injunction,
       order, writ of decree or any court, arbitrator, or Government.

7.1.7.2The  execution,  delivery,  and  performance  of this  Licensor  will not
       conflict with, require any consent,  approval, or filing under, result in
       the breach or  termination  of any  provision of, or constitute a default
       under  (i) any  indenture,  mortgage,  deed of  trust,  license,  permit,
       approval,  consent,  franchise, lease contract, license or any instrument
       or agreement  to which the Licensor is a party or is bound,  or (iii) any
       judgment, injunction, order, writ, or decree of any court, arbitrator, or
       government  by which the Licensor or any of its assets or  properties  is
       bound.

7.1.8  Legal Proceedings-Licensor. To the best of Licensor's knowledge, there is
       no action, suit, proceeding,  claim, arbitration, or investigation by any
       Government  or any person (i)  pending to which the  Licensor is a party,
       (ii)  threatened  against  or  relating  to  the  Licensor  or any of the
       Licensor's  assets or businesses,  (iii) challenging the Licensor's right
       to execute, deliver, or perform under this License, or (iv) asserting any
       right against Licensor with respect to the System,  and there is no basis
       for  any  such  action,   suit,   proceeding   claim,   arbitration,   or
       investigation.


7.2    Licensee's Warranties and Representations

7.2.1  Licensee's Best Efforts.
       Licensee   represents   and   warrants  using its best efforts to proceed
       diligently with its development,  improvement,  enhancement,  manufacture
       and sale of the  Licensed  Products  and System  throughout  the Field of
       License in accordance with the terms of this Agreement. Licensee shall at
       its cost  and  expense  use its best  efforts  and all due  diligence  to
       energetically  and  aggressively  develop  the  market  for the  Licensed
       Products in the Field of License,  to promote the sale,  sublicense,  and
       use of the Licensed  Products and to enhance the  reputation and goodwill
       associated with the Licensed Products. In connection with its obligations
       under this Article 7.2.1,  Licensee shall maintain facilities of a nature
       and style  suitable in the Field of License to facilitate  the marketing,
       distribution,  sale, and  sublicensing  of the Licensed  Products;  shall
       provide aggressive,  dedicated,  continuous representation throughout the
       field of  License  by means of sales  and  support  staff  sufficient  in
       number,  qualifications,  and training to  aggressively  and  effectively
       promote, market, and service the Licensed Products.

7.2.2  Licensee Technology.
       In  the   event  Licensee  obtains  a patent or  patents  for  inventions
       pertaining  to  the  subject  matter  claimed  in the  Licensed  Patents,
       Licensee  agrees to grant to the Licensor a  nonexclusive  license to use
       the  invention  or such  patent  or  patents  for the full  term or terms
       hereof.  If Licensor  desires to grant  sublicenses to use the Licensee's
       inventions(s) it will submit written requests to Licensee for its consent
       and approval which will in Licensee's reasonable discretion be granted or
       denied.  Such nonexclusive  license shall be subject to a running royalty
       to be paid by Licensor  to Licensee  equal to 6.75% of all Net Sales made
       by Licensor or any  sub-licensee  from  Licensor.  It is  understood  and
       agreed that the nonexclusive license to Licensor under this Article 7.2.2
       is intended to apply to only those  improvements  and enhancements to the
       fingerprint  card itself that is the Licensed  Product of this Agreement,
       and not to technology developed by Licensee that is not incorporated into
       the fingerprint card itself.  As used in this Article 7.2.2,  "Net Sales"
       shall  have the  meaning  specified  in Article  1.12 of this  Agreement,
       except that: all references to "Licensor" in Article 1.12 shall be deemed
       to mean "Licensee"; all references to "Licensee" in Article 1.12 shall be
       deemed to mean "Licensor"; and all references to "Licensor Technology" in
       Article 1.12 shall be deemed to mean "Licensee Technology";

              a. Licensor  agrees that,  within sixty (60) days after the end of
       each quarter, in each and every calendar year, commencing with Licensee's
       obligation  to make royalty  payments,  Licensor will furnish to Licensee
       written reports  specifying the Licensor's Net Sales during the preceding
       quarter (the "Licensor's Quarterly Reports").  Such reports shall provide
       adequate  details to allow  Licensee  to  reasonably  determine  that its
       business  with  Licensee  has  been  accurately  reported  by  Licensor's
       financial system.
              b.  Licensor  agrees to have its  auditors  verify in writing  the
       accuracy of the  Licensor's  Quarterly  Reports for each  calendar  year,
       which written  verification  is to be submitted to Licensee no later than
       ninety  (90) days after the end of each  calendar  year (the  "Licensor's
       Auditor's Verification").
              c.  Licensor  agrees  to allow  an  independent  certified  public
       accountant or other audit professional  selected by Licensee to audit and
       analyze  Licensor's  accounting  records during regular business hours to
       determine the accuracy of Licensor's  Quarterly  Reports (an "Independent
       Licensor  Audit").  Such audits shall not be  requested by Licensee  more
       than  twice  per  calendar  year,  may be  conducted  only  upon ten (10)
       business  dates written  notice to Licensor,  and must be conducted so as
       not to interfere unreasonably with Licensor's business activities.
              d. The  Independent  Licensor  Audit  shall be at the  expense  of
       Licensee,  unless a variation  or error is  revealed  by the  Independent
       Licensor  Audit that  exceeds  five percent (5%) of the Net Sales for the
       quarter in which the error occurs,  whereupon the Licensor  shall pay all
       costs of the Independent Licensor Audit.
              e. If  Licensee  fails to request an  Independent  Licensor  Audit
       within two years after receipt of the Licensor's  Auditor's  Verification
       then  the  Licensor's   Auditor's   Verification  shall  be  conclusively
       determinative of the Net Sales for that calendar year for the purposes of
       calculating  the royalties due Licensee  pursuant to this Article  7.2.2,
       and  Licensee  may not  thereafter  dispute the accuracy of the Net Sales
       figure  reported  by  Licensor  and  verified  by  Licensor's   Auditor's
       Verification.
              f. Any  royalty  payment  that is due  Licensee  pursuant  to this
       Article 7.2.2 that is not paid in full when due shall, as to that portion
       thereof not paid when due, bear interest for each day late at the rate of
       eighteen percent (18%) per annum,  compounded  monthly, or at the maximum
       rate allowed by law if said maximum amount is less. The  calculation of a
       daily rate shall be made  based  upon a year of three  hundred  and sixty
       (360) days and a month of thirty  (30) days.  Payments  not made when due
       because of a dispute as to the correct amount  thereof shall  nonetheless
       be considered  late if ultimately  adjudged to be due, and interest shall
       be paid therein as set out above.

7.2.3  Quality   of   Licensed  Products.  Licensee  represents,   warrants  and
       covenants  that   it   shall   diligently   inspect  goods  delivered  by
       Authorized Sources to  assure  conformity with specifications,  grade and
       quality satisfactory to  Licensor,  and  shall not procure goods from any
       unauthorized  source.  Furthermore,    Licensee   shall  not  induce  any
       Authorized  Source  to engage in  adulteration,   substitution   or other
       practices  that would  constitute a variance from  such   specifications,
       grade  and  quality  and  shall  not  knowingly   countenance   any  such
       practices.

7.2.4  License  Not  In  Conflict  with  Other  Instruments;  Required Approvals
       Obtained.
       7.2.4.1   To the  best of Licensee's knowledge,  the execution,  delivery
       and performance of this  License  by  Licensee  will  not (a) violate  or
       require  registration,   qualification,  or  filing  under, (i) any  law,
       statute, ordinance, rule  or  regulation  (Laws) of any federal, state or
       local government (Governments) or  any  agency,  bureau,   commission  or
       instrumentality of ant Governments,  or  (ii) any  judgment,  injunction,
       order,  writ or decree or any court,  arbitrator, or Government.


7.2.4.2
       The execution delivery  and  performance of this License by Licensee will
       not conflict with, require any consent, approval, or filing under, result
       in the breach or termination of any provision of, or constitute a default
       under  (i) any  indenture,  mortgage,  deed of  trust,  license,  permit,
       approval,  consent, franchise. Lease, contract, license or any instrument
       or agreement  to which the Licensee is a party of is bound,  or (iii) any
       judgment, injunction, order, writ, or decree of any court, arbitrator, or
       government  by which the Licensee or any of its assets or  properties  is
       bound.

7.2.5  Legal Proceedings-Licensee. To the best of Licensee's knowledge, there is
       no action, suit, proceeding,  claim, arbitration, or investigation by any
       Government  or any person (i)  pending to which the  Licensee is a party,
       (ii)  threatened  against  or  relating  to  the  Licensee  or any of the
       Licensee's  assets or businesses,  (iii) challenging the Licensee's right
       to execute, deliver, or perform under this License, or (iv) asserting any
       right against Licensee with respect to the System,  and there is no basis
       for  any  such  action,   suit,   proceeding   claim,   arbitration,   or
       investigation.

7.2.6  Due  Organization,  Good Standing,  Authority of Licensee.  Licensee is a
       corporation duly organized,  validly existing, and in good standing under
       the laws of Colorado  Licensee have full right,  power,  and authority to
       own its properties and assets, and to carry on its business.  To the best
       of  Licensee's  knowledge,  Licensee  is  duly  licensed,  qualified  and
       authorized  to do  business  as a  foreign  corporation,  and is in  good
       standing in each jurisdiction in which the properties and assets owned by
       at or the nature of the business  conducted  by it makes such  licensing,
       qualification and authorization legally necessary.

8.0    Sublicensing and the Under-served Field of License

8.1    Assignment.  Either party without the consent of the non-assigning  party
       may assign this  Agreement,  provided the assignee is an affiliate of the
       assigning  party.  Otherwise,  neither  this  Agreement  nor  any  rights
       conveyed to Licensee  of Licensor  hereunder  shall be assigned by either
       party  except with the prior  written  consent of the other  party,  such
       consent not to be  unreasonably  withheld.  An affiliate  for purposes of
       this  Article  8.1,  means any person or entity  directly  or  indirectly
       controlled by or under common control with the assigning party.

8.2    Sublicensing.  Licensee may  sub-license all or any portion of the System
       to any  individual,  corporation,  or other entity for  development,  use
       manufacture,  sale,  or further  sub-license  of the System solely in the
       Field of License.  Licensee  shall have the same  responsibility  for the
       activities  of a  sublicensee  under  any  such  arrangements  as of  the
       activities were directly those of the Licensee.  For example,  and not by
       way of limitation,  royalties  shall be paid to Licensor by Licensee with
       regard to the activities of such  sublicense as of those  activities were
       the  Licensee's,  and each  sublicense  shall  be  restricted  to  using,
       manufacturing,  selling, and further sublicensing the System to the Field
       of License defined in Article 1.10 above.

8.3    Sublicensing  Conditions.  In the event that Licensee desires to exercise
       its rights to sublicense its rights as granted  herein,  Licensee  shall,
       unless otherwise agreed by Licensor and Licensee,  negotiate an agreement
       on terms,  which insofar as practical are  substantially  consistent with
       the terms of this Agreement, and shall also:
a.     Require  royalty  payment to Licensee of no less than the royalty payment
       due Licensor pursuant to Article 9 of this Agreement.
b.     Require the sublicensee to keep Licensee informed concerning infringement
       by outside parties of the properties  transferred,  any potential product
       fault, improper use and the like.
c.     Require the  sublicensee   to  give the  Licensee  the right to audit the
       sublicensee's  books and records.
d.     Include  a  confidentiality   provision   in  the  sublicensee  agreement
       comparable  to  that contained in this Agreement.
e.     Require  that sublicense not reverse engineer or disassemble the Licensed
       Product.

8.4 Unserved and/or Under-served Field of License.
a.     Licensor  acknowledges  that  Licensee  will market the Licensed  Product
       in stages  across various  geographic  locations,   subject  to  product,
       manufacturing  and  distribution  availability and support;  as such, all
       determinations  made pursuant to  this  Article 8.4 as to whether an area
       is unserved or  under-served  shall be  made within this context.  At any
       time  after the first  anniversary  of the date of   Licensor's  delivery
       of the First  Prototype  to Licensee,  should   Licensor   determine that
       some  geographic  area or areas of application  specified in Article 1.10
       of this  Agreement  within the Field  of License are  not being served or
       are being  under-served  by Licensee,   Licensor  may  notify Licensee in
       writing of such  determination.  For purposes of  this   Article  8.4,  a
       geographic  area or areas  of application   specified  in Article 1.10 of
       this Agreement  within the  Field  of  Use  will  be deemed  unserved  or
       under-served   if  Licensee  is   not    fulfilling   its   best  efforts
       responsibilities under Article 7.2.1 of this Agreement. This notification
       shall clearly  reference  this  Article 8.4 of the Agreement as its basis
       and give  reasonable  evidence in  support of   Licensor's  determination
       of  Licensee's  failure to use its best  efforts to  serve  a  geographic
       areas of  application  specified  in  Article  1.10  of  this  Agreement.
b.     Licensee  shall  acknowledge  this  notice  in  writing  within  ten (10)
       business  days and respond to this same notice in writing  within  ninety
       (90) days  setting  forth  Licensee's  plans to serve or better serve the
       subject  geographical area. Should Licensor and Licensee agree on plan(s)
       proposed by Licensee or Licensor,  no further action under this provision
       of this Article 8.4 will be necessary.  Should Licensor and Licensee fail
       to agree on such plan(s) within thirty (30) days of Licensor's receipt of
       such plan(s),  and should Licensor believe the subject  geographical area
       to be materially unserved or under-served to the detriment of all parties
       then the matter will be submitted to arbitration under Article 22 of this
       Agreement.
c.     Should  such  arbitration   process  result  in  the  determination  that
       Licensor's  position is correct Licensee shall 1) sublicense the unserved
       geographical  area(s) to  parties  reasonably  capable of and  willing to
       deliver  such  services   and/or  2)  allow  the   relicensing  of  these
       geographical  areas,  splitting all revenues there from between  Licensor
       and Licensee on a  fifty/fifty  (50/50)  basis.  Should such  arbitration
       process result in the determination that Licensor's  position is correct,
       and then Licensee shall also pay Licensor's costs and expenses (including
       reasonable attorneys fees) incurred in such arbitration process. However,
       should  such  arbitration   process  result  in  the  determination  that
       Licensee's position is correct,  then Licensor shall pay Licensee's costs
       and  expenses  including  reasonable  attorneys  fees  incurred  in  such
       arbitration process.

9.0    Payments, Royalties and Compensation

9.1    Royalty Rate.
       Royalties   shall  be  computed   at  the  rate  of  six percent  (6%) of
       Licensee's Net Sales during the applicable quarterly period.

9.2    Reports and Audits of Licensee's Net Sales.
a.     Licensee  agrees  that,  within  sixty  (60)  days  after the end of each
       quarter, in each and every calendar year,  commencing with the Licensee's
       obligation  to make royalty  payments,  Licensee will furnish to Licensor
       written reports  specifying the Licensee's Net Sales during the preceding
       quarter (the "Licensee  Quarterly  Reports").  Such reports shall provide
       adequate  details to allow  Licensor  to  reasonably  determine  that its
       business  with  Licensee  has  been  accurately  reported  by  Licensee's
       financial system.
b.     Licensee  agrees to have its  auditors  verify in writing the accuracy of
       the Licensee's  Quarterly  Reports for each calendar year,  which written
       verification  is to be  submitted  to  Licensor no later than ninety (90)
       days  after  the end of each  calendar  year (the  "Licensee's  Auditor's
       Verification").
c.     Licensee agrees to allow an independent  certified  public  accountant or
       other  audit  professional  selected  by  Licensor  to audit and  analyze
       Licensee's  accounting records during regular business hours to determine
       the accuracy of Licensee's  Quarterly  Reports (an "Independent  Licensee
       Audit").  Such audits shall not be requested by Licensor  more than twice
       per calendar  year,  may be conducted  only upon ten (10) business  dates
       written notice to Licensee,  and must be conducted so as not to interfere
       unreasonably with Licensee's business activities.
d.     The  Independent  Licensee  Audit  shall be at the  expense of  Licensor,
       unless a variation or error is revealed by the Independent Licensee Audit
       that  exceeds five percent (5%) of the Net Sales for the quarter in which
       the  error  occurs,  whereupon  the  Licensee  shall pay all costs of the
       Independent Licensee Audit.
e.     If Licensor  fails to request an  Independent  Licensee  Audit within two
       years after receipt of the  Licensee's  Auditor's  Verification  then the
       Licensee's Auditor's Verification shall be conclusively  determinative of
       the Net Sales for that  calendar  year for the  purposes  of  calculating
       royalties  due Licensor  pursuant to this Article 9, and Licensor may not
       thereafter  dispute  the  accuracy  of the Net Sales  figure  reported by
       Licensee and verified by Licensee's Auditor's Verification.

9.3    Late Payment Interest.  Any royalty payment that is due Licensor pursuant
       to this  Article  9 that is not paid in full when due  shall,  as to that
       portion thereof not paid when due, bear interest for each day late at the
       rate of eighteen percent (18%) per annum,  compounded  monthly, or at the
       maximum  rate  allowed  by  law if  said  maximum  amount  is  less.  The
       calculation  of a daily  rate  shall be made  based  upon a year of three
       hundred and sixty  (360) days and a month of thirty  (30) days.  Payments
       not made when due because of a dispute as to the correct  amount  thereof
       shall  nonetheless be considered  late if ultimately  adjudged to be due,
       and interest shall be paid therein as set out above.

10.0   Infringement and Indemnification

10.1   Infringement Claimed by Third Parties.

10.1.1 If  the  Licensee  shall  be  sued  for  infringement  by  reason  of the
       Licensee's  activities  under the license granted in this Agreement,  the
       Licensee  shall  immediately  notify the Licensor and the Licensor  shall
       defend,  indemnify,  and  hold the  Licensee  harmless  against  any such
       claims,  which,  if  proven,  would  constitute  a  breach  of any of the
       Licensor s representations or warranties of Article 7.1 above.  Provided,
       however,  that the Licensor  shall not have a duty to defend if the claim
       of  infringement  is based upon acts of the Licensee  which go beyond the
       scope of the  Licenses  granted,  such as by  reason  of  combination  of
       practice  under the license and  authorized  practices,  with  additional
       activity,  which combined  license and  unlicensed  activity shall be the
       subject  matter  of  the  infringement  action.   Without  admitting  the
       foregoing,  the  Licensor  shall have the control of any such defense and
       the right to enter into any  settlement  and compromise of any such claim
       or action  provided,  however,  that the Licensee shall assume no further
       royalty  or other  obligation,  whether to the  Licensor  or to any third
       party, by reason of such settlement.  The Licensee shall, if requested by
       Licensor,  make such  reasonable  modifications  in the  practice  of the
       license  granted under this Agreement such as would enable the parties to
       avoid  or   mitigate   any   third-party   claims  of   infringement   or
       misappropriation.

10.1.2 If  the  Licensor  shall  be  sued  for  infringement  by  reason  of the
       Licensor's  activities  under the license granted in this Agreement,  the
       Licensor  shall  immediately  notify the Licensee and the Licensee  shall
       defend,  indemnify,  and  hold the  Licensor  harmless  against  any such
       claims,  which,  if  proven,  would  constitute  a  breach  of any of the
       Licensee's  representations or warranties of Article 7.2 above. Provided,
       however,  that the Licensee  shall not have a duty to defend if the claim
       of  infringement  is based upon acts of the Licensor  which go beyond the
       scope of the  Licenses  granted,  such as by  reason  of  combination  of
       practice  under the license and  authorized  practices,  with  additional
       activity,  which combined  license and  unlicensed  activity shall be the
       subject  matter  of  the  infringement  action.   Without  admitting  the
       foregoing,  the  Licensee  shall have the control of any such defense and
       the right to enter into any  settlement  and compromise of any such claim
       or action  provided,  however,  that the Licensor shall assume no further
       royalty  or other  obligation,  whether to the  Licensee  or to any third
       party, by reason of such settlement.  The Licensor shall, if requested by
       Licensee,  make such  reasonable  modifications  in the  practice  of the
       license  granted under this Agreement such as would enable the parties to
       avoid  or   mitigate   any   third-party   claims  of   infringement   or
       misappropriation.

10.2   Infringement by Third Parties.

10.2.1 Licensee shall have the right,  but not the obligation,  to institute and
       prosecute  any and all  suits  to  enjoin  any and all  infringes  of the
       Licensed Patents,  where such infringements affects the Licensee's use of
       the Technology in the Field of License;  and from time to time during the
       continuance of this Agreement,  and at its own expense, may institute any
       suit or suits which it may deem necessary.  Licensee shall be entitled to
       retain any and all money damages it receives in connection with such suit
       or suits.

       The  Licensee shall have the right to institute and prosecute such suits,
       and to employ its own counsel for such suits;  and Licensee shall pay for
       all  services  rendered by counsel so  retained,  and for all  incidental
       costs and  expenses.  Licensee  agrees that  Licensor may join as a party
       plaintiff in any suit  initiated  by Licensee  regarding  the System,  at
       Licensor's  sole expense,  where  Licensor  deems that joining as a party
       plaintiff is necessary and in Licensor's best interests.

10.2.2 Except to the extent that Licensee has instituted or plans to institute a
       suit under Article  10.2.1,  Licensor  shall have the right,  but not the
       obligation,  to institute  and prosecute any and all infringes of the 552
       Patent where such infringement affects Licensor's use, sale, or rights to
       the  System,  and  from  time  to time  during  the  continuance  of this
       Agreement, and at its own expense, may institute any suit or suits it may
       deem  necessary.  The  Licensor  shall  have the right to  institute  and
       prosecute such suits,  and to employ its own counsel for such suits;  and
       Licensor shall pay for all services rendered by counsel so retained,  and
       for all incidental costs and expenses.  Licensor agrees that Licensee may
       join as a party plaintiff in any suit initiated by Licensor pertaining to
       infringement in the Field of License  regarding the System, at Licensee's
       sole expense,  where Licensee deems that joining as a party  plaintiff is
       necessary and in Licensee's best interests.

11.0   Limitations of Liability and Consequential Damages

       In   no  event,  whether  based on  contract  indemnity,  warranty,  tort
       (including negligence),  strict liability or otherwise, shall Licensor or
       Licensee or their subcontractors or suppliers, or any of their respective
       directors,  officers,  employees  or agents,  be liable for (i)  special,
       exemplary, or punitive damages; or (ii) any losses or damages arising out
       of,  connected  with, or resulting from (A) the  performance of any third
       party not hired by Licensor or  Licensee,  (B) an  software,  hardware or
       other  product  or  component  provided  by any third  party,  or (C) the
       reliance by Licensor or Licensee on any statement or representation  made
       by  Licensee  or  Licensor on any  statement  or  representation  made by
       Licensee of Licensor regarding a third party vendor.

12.0   Term of Agreement and Renewal
       The  term  of this Agreement shall be for the life of the Patent,  Number
       5,623,552  effective  April 22, 1997.  The term of this  Agreement may be
       extended  at  Licensee's   option  via  written   agreement  through  any
       additional  Patents  directly  related  to  the  original  patent  number
       5,623,552 provided that for each renewal:
               a. The Field of License is not then unserved or under-served  and
          such unserved or  under-served  Field of License has not been cured or
          is not being cured in accordance with Article 8.4;
               b. There is no uncured Licensee breach of this Agreement; and
               c. Licensee shall pay Licensor One Hundred  Twenty-Five  Thousand
          Dollars ($125,000).

13.0   Termination

13.1   This Agreement may be terminated as follows:
         a.  By mutual Agreement of the Parties.
         b. By Licensee if Licensor fails to deliver the First Prototype  within
       one (1) year  following  the Effective  Date of this  Agreement or if the
       First Prototype  delivered by Licensor to Licensee is not satisfactory to
       Licensee.
         c. If Licensee fails to pay Licensor  royalties in the amount specified
       in Article 9.1 of this  Agreement,  Licensor  shall give Licensee  prompt
       written  notice of such  failure.  If Licensee does not pay Licensor such
       royalties  within  10 days  from  Licensee's  receipt  of such  written ,
       Licensor shall have the right to terminate this Agreement.
         d. If Licensor fails to pay Licensee  royalties in the amount specified
       in Article 7.2.2 of this  Agreement,  Licensee shall give Licensor prompt
       written  notice of such  failure.  If Licensor does not pay Licensee such
       royalties within 10 days from Licensee's  receipt of such written notice,
       Licensee  shall  have the  right to  terminate  the  license  granted  to
       Licensor pursuant to Article 7.2.2 of this Agreement.
         e. If the  Licensee  shall (i)  commence  a  voluntary  case  under the
       federal or state  bankruptcy  laws, (ii) file a petition  seeking to take
       advantage of ant other laws, domestic or foreign, relating to bankruptcy,
       insolvency,  reorganization,  winding up or composition for adjustment of
       debts,  (iii)  consent to or fail to contest in a timely and  appropriate
       manner  any  petition  filed  against it in a  voluntary  case under such
       bankruptcy  laws or other laws,  (iv) apply for or consent to, or fail to
       contest in a timely and  appropriate  manner,  the appointment of, or the
       taking of possession by, a receiver, custodian, trustee, or liquidator of
       itself or of a substantial part of its property, domestic or foreign, (v)
       admit in writing its  inability to pay its debts as they become due, (vi)
       make a general  assignment  for the benefit of creditors,  (vii) take any
       corporate  action  authorizing  any of the  foregoing,  (viii) become the
       subject  of a  case  or  other  proceeding  in  any  court  of  competent
       jurisdiction  seeking relief under the federal  bankruptcy  laws or under
       any other laws, domestic or foreign, relating to bankruptcy,  insolvency,
       reorganization,  winding up or composition for adjustment of debts, which
       proceeding shall continue un-dismissed or unstrayed for a period of sixty
       consecutive  calendar  days,  or an order  granting the relief  requested
       shall be  entered,  or (ix)  become  the  subject of the  appointment  of
       trustee, receiver,  custodian,  liquidator or the like, which appointment
       shall continue  undismissed or unstayed for a period of sixty consecutive
       calendar days.
          e. If Licensee,  without  having first  terminated  this Agreement and
       ceased  obtaining any of the benefits of this  Agreement  challenges  the
       validity of any patent  purported  to be licensed by the  Licensee  under
       this Agreement.
          f. By either  party due to the other  party s  material  breach of its
       obligation under this Agreement, upon giving written notice to the other.
         (i) Where  the  breach  relates  solely to  Licensee's  non-payment  of
       royalties, the Licensor's right to terminate this Agreement is limited as
       follows:

(aa)   Before the Licensor may terminate  this  Agreement  solely for Licensee's
       non-payment of royalties,  Licensor must give Licensee  written notice of
       default  and make a demand for  immediate  payment,  describing  the time
       period at issue, the amount due, and how the Licensor determined that the
       amount demanded is due (the "Licensor's Demand"). To avoid termination of
       this Agreement for non-payment of the royalties  demanded,  Licensee must
       within ten days either:  1) pay to Licensor  the full amount  demanded as
       due; or 2) respond to  Licensor's  Demand with an  explanation  of why no
       additional  amount is due (the  "Licensee's  Response").(bb)  If,  within
       thirty (30) days of Licensor's  receipt of the Licensee's  Response,  the
       Parties cannot  resolve their dispute,  then the Licensor shall submit to
       Licensee  a list of five (5)  independent  certified  public  accountants
       acceptable to the Licensor and, within five (5) days thereafter, Licensee
       shall select one independent  certified public accountant from said list,
       and upon agreement of said  accountant to serve,  that  accountant  shall
       serve as the "Royalties Arbitrator".
(cc)   Within five (5) days of selection of the Royalties Arbitrator, each party
       shall forward to the Royalties  Arbitrator copies of this Agreement,  the
       Licensor's  Demand,  the Licensee's  Response,  and any other  supporting
       documentation  and shall jointly  request that the  Royalties  Arbitrator
       conduct an  expedited  review of the  documents  submitted to resolve the
       dispute and to provide a written  determination  as to royalties  due, if
       any.
(dd)   The Parties  hereby agree to abide by the Royalties  Arbitrators  written
       decision  as to the  amount  of  royalties  due,  if  any.  Upon  written
       determination  of the  Arbitrator  that some amount of  royalties is due,
       Licensee  shall pay that  amount  to  Licensor  within  three (3) days of
       receipt  of the  Royalties  Arbitrator  written  decision  and  shall  be
       responsible  for any fees  charged  or costs  incurred  by the  Royalties
       Arbitrator in resolving the dispute.  Each party shall otherwise bear its
       own fees and costs.
 (ee)  The  Licensor  shall  be  released  from its  obligation  to  follow  the
       foregoing procedure upon a) after a single determination by the Royalties
       Arbitrator that the Licensee's Response was groundless and wholly without
       justification  or b) upon  receipt  from  the  Royalties  Arbitrator  its
       written  decisions in two royalties  disputes that the amount demanded in
       the Licensors Demand was in fact the amount of Royalties due.
(ff)   Where the breach of relates,  in whole or in part, to  obligations  other
       than Licensee's non-payment of royalties,  then prior to terminating this
       Agreement,  the  non-breaching  party must provide  written notice of the
       breach and must permit the other party  thirty (30) days from the date of
       the written  notice to cure such  breach.  The other party shall  release
       each party from this  obligation  of notice and cure after that party has
       complied  with this  provision  with  respect  to the first two  breaches
       within any successive five-year period.
         g. By the Licensee upon giving Licensor thirty (30) days written notice
       of Licensees  intent to  terminate  the  payment of  royalties  owed to
       the date of termination.

13.2   Upon  termination  of  these  Agreement  any and all  rights,  which  the
       Licensee   shall  have  or  possess  under  this   Agreement,   including
       sublicenses there under shall permanently cease and be by it relinquished
       and  surrendered  to the Licensor.  If such  termination  is not due to a
       License breach of this  Agreement,  Licensee shall have the right to sell
       all Licensed  Products  already  manufactured and in its possession for a
       period of three (3) months  following the  termination  date,  upon which
       royalties  will be paid as provided  above.  Should  termination  of this
       Agreement  be  due  to a  Licensee  Breach,  then  Licensee  shall,  upon
       termination,  transfer  all  Licensed  Products to  Licensor  and pay all
       royalties it owes its Licensor.

14.0   Marketing

       The Licensee shall use such certification mark(s),  trademark(s),  and/or
       other  marking(s)  as may from time to time to be adopted by the Licensor
       to indicate the patent protection  applicable thereto. The Licensee shall
       in any event when  requested by Licensor  mark the patent  number of each
       patent  covering  the  Licensed   Product,   on  each  licensed   product
       manufactured,  sold or otherwise  distributed by the Licensee in a manner
       satisfactory to Licensor; and shall use the trademark registration symbol
       adjacent ant registered trademark to the extend permitted by law.

15.0   No Business Opportunity or Franchise

       This  Agreement  is not intended to be, and shall not be  constructed  to
       be, the granting of a business  opportunity  or of a franchise  under the
       laws of the United States or any state or territory thereof. The Licensee
       warrants to the Licensor that the Licensee  possesses  business expertise
       relevant  to the field in which it will  engage  pursuant  to the license
       granted  herein.  The  Licensee  acknowledges  that the  Licensor  is not
       obligated by this  Agreement  to provide any business  advice or business
       assistance of any kind or nature whatsoever, including but not limited to
       the provision of a prescribed marketing plan or system, and warrants that
       the  Licensee  has not  received,  and does not  expect to  receive,  any
       business  advice or  assistance  from  Licensor on which it has relied or
       intends  to  rely  in  any  manner   whatsoever.   The  Licensee  further
       acknowledges  that the Licensee,  in evaluating the propriety of entering
       into this Agreement has relied exclusively in its own advisors and not on
       any representations  made by the Licensor except such  representations as
       are expressly stated in the words of this Agreement.

16.0   No Investment or Securities Offering

       The  Licensee   represents  and warrants that the Licensor  shall not, by
       reason of entering  into this  license  with the  Licensee,  be or become
       obligated  to file a  registration  statement  with  the  Securities  and
       Exchange  Commission  to qualify the  License to fall under the  blue-sky
       laws of a state. Furthermore, notwithstanding any other provision of this
       Agreement,  the Licensee shall not enter into a transaction regarding the
       License that would require the Licensor to file a registration  statement
       with the  Securities  and Exchange  Commission  to qualify the License to
       fall under blue-sky laws of any state. Any violation of this Article 16.0
       is a material  default that shall entitle the Licensor to terminate  this
       Agreement.

17.0   Consent to Advertising and Publicity

       The  Licensor  may   issue  and  disseminate  to the  public  information
       describing the license entered into with the Licensee, including the name
       and address of the Licensee,  the general terms of the  Agreement,  and a
       general description of the Licensee's business.

18.0   Governing Law

       This  Agreement  shall  be  interpreted  and construed in accordance with
       the  laws of the  United  States  and  the  laws of the  State  of  North
       Carolina.

19.0   Independent Contractors

       The  Parties  to this Agreement are independent  contractors.  Nothing in
       this  Agreement is to be construed as making either party and agent of or
       joint venture with the other.

20.0   Complete Agreement and Modification

       This  Agreement represents the entire agreement, both written and oral of
       the  Parties,  and  supersedes  and  replaces  any prior  written or oral
       agreements  between Licensee and Licensor.  This Agreement may be amended
       only in a writing stating that it is an amendment or modification of this
       Agreement,  and  signed by an  authorized  representative  of each of the
       Parties hereto.

21.0   Notices
       Any  Notice  required to be given under this Agreement  shall be properly
       given of delivered by first-class mail as follows:


ID Technologies Corporation         Protective Technologies, Inc.
NCSU Centennial Campus,             100 South Ashley Drive
1920 Main Campus Drive              Tampa, Florida 33602
Suite 400 Raleigh, NC 27606         Attention: President
Attention:  President

22.0   Confidentiality

       The  Parties  acknowledge  that in order to carry out the License granted
       hereunder it may be necessary for either  Parties to transfer or disclose
       certain  secrets  that have been  developed  by Licensor  and/or a TDP at
       great  expense  and that have  required  considerable  effort of  skilled
       professionals.  The Parties  acknowledge and agree that in no event shall
       either Party  disclose any such trade secrets to any third party.  In the
       event that it is necessary to transfer or otherwise  disclose  such trade
       secret and  confidential  information  shall require a party to which the
       information  is  being  disclosed  to sign a  confidentiality  agreement,
       requiring  that in no event shall the receiving  party  disclose any such
       information  disclosed  or  transferred  to either  party  that is marked
       Confidential,  or information disclosed or transferred to either party at
       the  time of  such  disclosure  or  transfer  the  party  receiving  such
       disclosure  was  informed  that the  information  must be  treated by the
       receiving Party as confidential.

23.0   Arbitration

       Any  dispute  under this  Agreement not resolved  within thirty (30) days
       of notice to the other party shall be  submitted  to binding  arbitration
       under the rules of the American  Arbitration  Association then in effect.
       There shall be no appeal from the decision other than for gross violation
       of due process or fraud in the conduct of the arbitration.  Judgment upon
       the  decision  may be  entered  in a state or  federal  court,  as may be
       appropriate, selected by the party of whom arbitration was requested, or,
       if that  party  declines  to  promptly  select  such a court,  in a court
       selected  by the party who had  requested  the  arbitration.  The parties
       irrevocably agree for this purpose only, to submit to the jurisdiction of
       such a court, or application  may be made to such court for  confirmation
       of the  decision,  for  judicial  acceptance  thereof,  for an  order  of
       enforcement,  or for any other legal  remedies  that may be  necessary to
       effectuate the decision. Except as otherwise specified in Article 8.4.c.,
       the  expenses  of  the   arbitration   and/or  the  Parties  shall  share
       arbitrators  equally.  Except as otherwise  specified in Article  8.4.c.,
       each of the  Parties  shall  bear  its own  arbitration  costs  including
       without  limitation  its own costs of  preparation,  attorneys  feed, and
       witness  fees and  expenses.  In the  event  of  litigation  between  the
       Parties,  arbitration  may be so  requested  at  any  time  prior  at the
       beginning of a trial. Any required  arbitration shall be held in Research
       Triangle, North Carolina.

24.0   Severability

       If  any  provisions of this Agreement  shall be constructed to be illegal
       or invalid,  the legality of the validity of any other provisions  hereof
       shall not be affected  hereby.  Any illegal or invalid  provision of this
       Agreement  shall be severable,  and all  provisions  shall remain in full
       force and effect.

25.0   Survival of Representations and Warranties

       All  of  the  representation  and warranties of the parties  contained in
       this Agreement,  the indemnification  provisions of Article 10.0, and the
       Limitations of Liability and Consequential  Damages provisions of Article
       11 shall survive termination of this Agreement.

     IN WITNESS  WHEREOF,  the  parties  hereto have  through a duly  authorized
officer  thereof duly executed this Agreement in the dates indicated below to be
effective as of the day first indicated above.

ID Technologies Corporation (Licensor)          Protective Technologies, Inc.
                                                (Licensee)

By: /s/ J. Philip Johnston                      By: /s/Daniel J. Bradley
    ----------------------                           --------------------
      J. Philip Johnston                              Daniel J. Bradley

Title: President & CEO                          Title: President & CEO

Date:  10/25/00                                 Date:  10/25/00