EXHIBIT 10.10


                                LICENSE AGREEMENT


     THIS  AGREEMENT  is  made  effective  as of  the 24  day  of  October  (the
"Effective Date"), by and between ID Technologies Corporation,  a North Carolina
corporation,  having a place of business  and address of 22506 West Nash Street,
Suite  C,  Wilson,  North  Carolina  27893  ("the  Licensor"),   and  Protective
Technology,  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 both 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.


1.8      "Licensor Technology"
Means and  includes  the  Licensed  Partners  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.


"Field of License" means identification,  access and security cards,  associated
systems  and  equipment  of whatever  type used by  passenger's  and  employee's
worldwide for Mass-Transit conveyances including;  tolls, tickets and electronic
validations i.e. 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 and arms-length  transaction in which the Licensee  combines
         or includes  License  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.  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 of 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 of 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 port 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 upon accepting said First
Prototype and making the Production  Start-up Payment called for by article 9.0,
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 its  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 company with the expertise,
skill,  and knowledge to manufacture and produce  Licensee's  designated ones of
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
Produce 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 Sources 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 and License 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 License Product of a
lesser grade or quality than desired by Licensor or a Licensed Product likely to
impair consumer acceptance of the License 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  that  Licensee  stands  ready to  procure,
develop  and  market in  commercial  quantities.  Licensee  shall  promptly  and
forthwith  proceed to procure such selected  Licensed  Produce 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 Produce 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 is 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 9.3.
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.


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  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.


7.1.7.1  To 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.


7.1.7.2  The  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


         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.
         Licensee  represents and warrants in recognition of mutual  benefits to
         be derived by  Licensee,  Licensor and the TDP's that is shall grant to
         the Licensor a  nonexclusive,  royalty free license,  with the right to
         sublicense,  to make,  use,  and sell  outside the Field of License any
         License made improvement or enhancement to the fingerprint card that is
         the  Licensed  product of this  Agreement.  With  regard to  technology
         developed by Licensee,  Licensee  represents and warrants that it shall
         have the sole and exclusive  right to grant the license to manufacture,
         use, sell, and otherwise transfer Licensee's Technology relating to the
         System to Licensor.  It is understood and agreed that the nonexclusive,
         royalty free 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 he Licensed  Product of this Agreement,  and not to
         technology  developed  by Licensee  that is not  incorporated  into the
         fingerprint card itself.


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 Undeserved 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 by
         Licensor to be negotiated on a  case-by-case  basis,  which  Licensor s
         agreed share should be remitted to Licensor.
b.       Require  the  sublicensee   to   keep   Licensor   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 both  Licensee and Licensor 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      Unnerved and/or Undeserved Field of License.
a.       At any time after the first year,  following  the delivery of the first
         prototype  to Licensee,  should  Licensor  determine  that some area or
         areas  within  the Field of License  are not being  served or are being
         undeserved by Licensee, Licensor may notify Licensee in writing of such
         determination.  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 such unserved and/or undeserved
         areas.
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 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  area to be
         materially  unserved or undeserved 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  area(s) to parties  reasonably  capable of and willing to
         deliver such services  and/or 2) allow the  relicensing of these 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  attorney's 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.
         Actual  Royalties  shall be computed at the rate of six percent (7%) of
         Licensee's  Net Sales  during  the  applicable  quarterly  period  (the
         Royalty Rate).


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 first
         quarter following  acceptance of the First Prototype and continuing for
         the  duration  of  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  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   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
         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  Audit shall be at the expense of  Licensor,  unless a
         variation  of error  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 Audit.
e.       If  Licensor  fails to request an  Independent  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
         Actual Royalties,  and Licensor may not thereafter dispute the accuracy
         of the Net Sales figure reported by Licensee and verified by Licensee's
         Auditor.


9.5      Late Payment Interest.  Any payment 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.


         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 will be extended  through
         any additional  Patents  directly related to the original patent number
         5,623,552.  The  Licensee  shall have the right to extend in  five-year
         terms thereafter provided that for each renewal:
               a. The Field of License is not then  unserved or  undeserved  and
          such unserved or undeserved  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 of 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. By  Licensor  upon  Licensee  failing to pay  Licensor  the  Minimum
         Royalty pursuant to Article 9.2,  whereupon  Licensee's failure to make
         such payment,  Licensor  shall give notice to Licensee of such failure.
         This License  Agreement shall terminate 10 days from Licensee s receipt
         of such notice unless  Licensee,  within said 10-day  period,  remedies
         such default.
         d. 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  any  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
         undismissed  or  unstayed  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, except as
         limited  below:  (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,  except for the automatic  termination rights
         provided by Article 13.1c.  above.  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  Licensor's  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.


(gg)     By the Licensee upon giving Licensor thirty (30) days written notice of
         Licensee's  intent to terminate and paying all Actual Royalties owed to
         the date of Termination of the Minimum Royalties, whichever is greater.


13.2     Upon  termination  of these  Agreement  any and all  rights,  which the
         Licensee  shall  have  or  possess  under  this  Agreement,   including
         sublicenses   thereunder   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 Technology, Inc.
NCSU Centennial Campus,             100 South Ashley Drive
1920 Main Campus Drive              Tampa, Florida 33602
Suite 400                           Attention: President
Raleigh, NC 27606
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 Technology, Inc. (Licensee)




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



         Title: President & CEO                    Title: President & CEO


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