ASSIGNMENT & ASSIGNMENT AGREEMENT

     AGREEMENT  made this 8th day of OCTOBER  ,1999,  by and between Mark Pinson
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(hereinafter called ("Pinson") and Veritec Inc. (hereinafter called "Veritec").

     WHEREAS,  Veritec  wishes to acquire  and Pinson  wishes to sell and assign
certain  software and  copyrights  owned by Pinson and described in the parties'
License Agreement dated June 15, 1999, which specifically  included,  but is not
limited to, the existing  program code and source code developed by Pinson durig
periods he was not either an employee of nor a contractor/consultant  of Veritec
and all  documentation,  including  manuals and other written  materials,  which
relate to the code;

WHEREAS,  Pinson  desires  to  transfer entire  ownership of  all  intellectual
property  rights  in  the  computer  software, image  processing   sofware  and
documentation to Veritec;

     IT IS THEREFORE agreed between Pinson and Veritec as follows:

(1)     For good and valuable consideration including the payment of $50,000 and
the grant of 187,500  shares of Veritec's  restricted  common  stock  (valued at
$0.80 per share), Pinson hereby sells, grants, transfers, assigns and conveys to
Veritec,  its  successors  and  assigns,  the  entire  title,  right,  interest,
ownership  and all  subsidiary  rights in and to the  computer  software,  image
prcessing software and documentation, including but not limited to (a) the right
to secure copyright  registration therein and to secure renewals,  reissues, and
extensions of any such copyright or copyright  registration in the United States
of  America  or any  foreign  country;  and  (b)  the  right  to  secure  patent
registration  therein and to any  resulting  registration  in Veritec's  name as
claimant, and the right to secure renewals, reissues, and extensions of any such
patent or patent  registration  in the United  States of America or any  foreign
country.

(2)     Whether the patent or copyright in  the software  shall be preserved and
maintained or registered in the United States of America or any foreign  country
shall be at the sole discretion of Veritec.

(3)     Pinson hereby represents and warrants that:

        (a) Veritec and its successors and assigns, owns the entire title, right
and  interest  in the  software,  including  the  right  to  reproduce,  prepare
derivative  works based upon the copyright in the software,  distribute by sale,
by rental,  lease or  lending  or by other  transfer  of  ownership;  to perform
publicly  and to display,  in and to the  software,  whether or not the software
constitutes a "work made for Hire" as defined in 17 U.S.C. Section 210 (b);

        (b) Pinson has all necessary rights to sell and  assign to  Veritec  the
materials  described  herein  free  and  clear of any and all  claims,  liens or
encumbrances and restrictions;

       (c) Pinson has not entered into any agreements or  commitments  which are
inconsistent with or in conflict with this Agreement; and,

       (d) The software, manuals and other  written  materials  are complete and
detailed  sufficiently  so that a programmer  reasonably  skilled in the art can
understand and maintain the software.

(4)    Pinson agrees that no rights in the software are retained by Pinson.
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<PAGE>

(5)   Pinson agrees to take all actions and cooperate as is necessary to protect
the  copyright  ability  of the  software  and  further  agrees to  execute  any
documents that might be necessary to perfect  Veritec's  ownership of copyrights
in the software and to registration.

(6)    All terms of this Agreement are  applicable to any portion or part of the
software as well as all the software in its entirety.

(7)    This  Agreement constitutes the  entire agreement  between  the  parties
hereto;  this  Agreement  supersedes  any  prior oral  or written  agreement or
understanding between the parties.

(8)     This Agreement has been interpreted  under the United  States  Copyright
and/or  patent Law; but will be litigated  or  prosecuted  under the laws of the
state of Minnesota.

IN  WITNESS  WHEREOF  and  intended  to  be legally bound by, the parties  have
hereunder set their hands, the day and the year first written above.

By: /s/ Mark B Pinson
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     Mark Pinson

VERITEC INC.

By: /s/ Van Thuy Tran and Jack E. Dahl
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     Name: Van Thuy Tran and Jack Dahl
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     Title: Director/CEO
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