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                                                          Exhibit 10.60

                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                           Page 1 of 31

                 INTERNATIONAL DISTRIBUTION AGREEMENT
                 ------------------------------------

     This Agreement, to take effect as of the date of its signature by
both parties hereto, is by and between VeriChip Corporation, a Delaware,
U.S.A. corporation having offices at 400 Royal Palm Way, Palm Beach, FL
33480, United States of America (hereinafter referred to as "VeriChip"
or the "Company"), and METRO RISK MANAGEMENT, a LLC duly organized and
                       ---------------------    ---
existing under the laws of UNITED STATES, with principal offices at 801
                           -------------                            ---
BRICKELL AVENUE, MIAMI, FLORIDA (hereinafter referred to as
-------------------------------
"Distributor"). Distributor and the Company may hereinafter be referred
to as the "Parties" and individually, as a "Party".

                           WITNESSETH:

     WHEREAS, VeriChip markets highly sophisticated identification
devices and readers; and

     WHEREAS, due to the technical nature and use of the Company's
products, users may be properly served only if they have the benefit of
professional pre- and post-sale demonstration, orientation, training and
support; and

     WHEREAS, Distributor has represented to the Company that
Distributor possesses experience in the distribution of products and
that it has and will maintain the technical, financial and human
resources required to explain, demonstrate and service the Company's
products in a proper manner; and

     WHEREAS, Distributor wishes to be appointed the Company's exclusive
distributor for the marketing, promotion and sale within the Territory
(as hereinafter defined) of the Company's products listed in EXHIBIT "B"
attached hereto (the "Products"); and the Company wishes to make such
appointment, subject to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and
conditions hereinafter contained, the Parties hereby agree as follows:

                     SECTION 1.  DEFINITIONS

In this Agreement, capitalized terms shall have the meanings set forth
in this Section 1. Definitions, or elsewhere in the provisions of this
Agreement:

(a)     "Agreement" means this "International Distribution Agreement",
        and any and all Exhibits referenced herein, signed by both
        Parties.

(b)     "Company Confidential Information" means all of the Company's
        information already in the possession of, or subsequently
        obtained by, Distributor, either (1) in writing and marked with
        a restrictive legend, such as "Confidential", or (2) in
        writing, orally, visually or by delivery of items which are, at
        the time of disclosure or within (thirty) 30 days after its
        disclosure, identified as confidential information, all to the
        extent that such information or material has not been made
        publicly available by the Company. The use of "Company
        Confidential Information" is subject to the provision of
        Section 13, hereof.


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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
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                                       REVISED DRAFT - November 4, 2002
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(c)     "Date of Delivery" is the date the Product ordered by
        Distributor is delivered F.O.B. Miami, FL, U.S.A. to
        Distributor's agent.

(d)     "Date of Shipment" is the date a Product is shipped to
        Distributor from the Company's distribution center in Miami,
        FL, U.S.A., as such date is shown in the corresponding bill of
        lading.

(e)     "Effective Date" means the date this Agreement is accepted by
        the Company, as evidenced by the signature of the Company's
        representative.

(f)     "End User" or "User" is anyone who acquires Products within the
        Territory for its own use and not for resale.

(g)     "Price List" means the list of the Company's wholesale list
        price for the Products, as quoted by the Company from time to
        time. The Company's List Price in effect as of the date hereof
        is attached hereto as EXHIBIT "C" - Price List.

(h)     "Product" or "Products" means each of the Company's product or
        products listed in EXHIBIT "B" - Products, attached hereto, and
        any copy or part thereof, documentation, updates, or other
        material delivered to Distributor by the Company in conjunction
        with the Products. The Company may alter, improve, change or
        discontinue any of the Products at any time.

(i)     "Purchase Order" means the form attached hereto as EXHIBIT "A" -
        Form of Purchase Order for Products, as the Company may amend it
        from time to time.

(j)     "Quota" means the minimum quantities of Products which
        Distributor shall purchase from the Company, as set forth in
        EXHIBIT "D" - Quota Requirements, attached hereto. Distributor's
        failure to meet such Quota requirements shall be a material
        breach of this Agreement.

(k)     "Reseller" means anyone who acquires Products from Distributor
        within the Territory for resale to End Users.

(l)     "Territory," means the country or countries listed in EXHIBIT
        "E" - Territory, attached hereto.

(m)     "Trademarks" means any trademarks, service marks and trade names
        which the Company may at any time have adopted, used or
        registered, which identify either the Company or the Products,
        or are used by the Company in relation to and in connection with
        the Products.

(n)     "US" or "U.S.A." means the United States of America.

                SECTION 2.  APPOINTMENT OF EXCLUSIVE DISTRIBUTOR

2.1     Subject to the terms and conditions of this Agreement, the
        Company hereby appoints Distributor as the Company's exclusive
        distributor of Products in the Territory. During the Term of
        this Agreement, as such term is defined in Section 12 below,
        Distributor shall have the exclusive right to market, promote
        and sell


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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
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                                                           Page 3 of 31

        the Products in the Territory, under the Company's name and
        Trademarks. Distributor hereby accepts such appointment and
        expressly acknowledges and agrees that, pursuant to this
        Agreement, Distributor shall only have the rights of Distributor
        expressly granted by the Company hereunder. Distributor further
        agrees that it shall, at all times, and at its own expense,
        carry out to the best of its ability a merchandising policy
        designed to promote and maintain the excellence of quality and
        enhance the goodwill which is now associated with the name and
        reputation of the Company and its Products. Distributor
        acknowledges that, by accepting this appointment, it will be
        subject to all of the terms and conditions of this Agreement and
        to the Company's marketing, sales and merchandising policies as
        they now exist or as they may be altered, at the Company's sole
        discretion, from time to time, provided, however, that the
        Company shall not make any changes that impose a material burden
        on Distributor unless such changes are reasonably necessary to
        comply with any applicable law, regulation or governmental order
        or to improve the prospects of the business. Distributor's
        failure to operate in accordance with such policies shall
        constitute a material breach entitling the Company to terminate
        this Agreement in accordance with Section 16 hereof.

2.2     Distributor agrees that (i) it will market, promote and sell the
        Products solely to Resellers, if any, and/or Users within the
        Territory; (ii) whenever Distributor places orders for Products
        it will do so solely under the Company's authorized form of
        Purchase Order, which expressly references and incorporates the
        terms and conditions of this Agreement; and (iii) all such
        Purchase Orders must be issued and signed by Distributor and
        must be accepted in writing signed by the Company. Distributor
        further agrees that it will market, promote, and offer for sale
        solely those Products the Company specifically approves under
        this Agreement, as such are listed in EXHIBIT "B" hereto, or in
        any amendment that, from time to time, the Company makes to it
        in a writing signed by the Company, and that any Purchase Order
        Distributor submits to the Company will list only such approved
        Products. Distributor shall not, without the prior written
        consent of the Company, sell, market or distribute any version
        of the Products other than the version the Company shall
        designate from time to time as the most current version.
        Distributor shall not sell, advertise or solicit orders for the
        Products outside the Territory and shall promptly relay any such
        inquiries to the Company.

2.3     Nothing in this Agreement shall be construed as prohibiting or
        placing any restrictions whatsoever on the Company's right (i)
        to market, promote, distribute, license or sell any Products
        outside the Territory to or for the benefit or use of any
        person, firm or company the Company may select in its sole
        discretion, notwithstanding that any such person, firm or
        company may intend to use or resell the same within the
        Territory; or (ii) to appoint other distributors of the Products
        outside the Territory that may sell Products outside the
        Territory which Products may be resold in the Territory.
        Notwithstanding the foregoing, the Company will instruct its
        other distributors not to export Products to the Territory.
        If the Company is contacted by someone or some entity in or
        out of the Territory requesting to buy Products in the Territory
        (i.e. shipped to within the Territory), then the Company shall
        refer such person or entity to Distributor.

2.4     In partial consideration of the distribution rights granted by
        the Company to the Distributor hereunder, Distributor shall pay
        to the Company a non-recurring and non-refundable fee in the
        amount of $1 (ONE DOLLAR) (the "Distribution Fee").


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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                           Page 4 of 31

        The Distribution Fee shall be due and payable in U.S. Dollars on
        the date of execution of this Agreement, and shall be fully
        earned by the Company when paid.

        Distributor hereby expressly agrees that the Distributor Fee
        shall not in any way or under any circumstances be credited
        against or applied to amounts due for any Products ordered by
        Distributor under this Agreement, including without limitation,
        Products ordered pursuant to Section 7.2 below.

                    SECTION 3.  PARTIES' RELATIONSHIP

The Parties hereby agree that:
3.1     Distributor is an independent contractor and not an agent of the
        Company. This Agreement does not constitute a joint venture,
        agency or partnership between the Parties, nor does it create an
        employer-employee relationship. Neither Party is a legal
        representative, partner, franchisee, employee or associate of
        the other, legally or otherwise.

3.2     Neither Party has the power to assume nor will assume or create
        any obligations on behalf of the other, nor make any
        representations or warranties about the other. Distributor has
        no power, express or implied, to accept any order on behalf of
        the Company or to bind the Company, either directly or
        indirectly, with respect to any order or with respect to any
        other contract or matter whatsoever.

3.3     As an independent contractor, Distributor is free to select its
        sales personnel and establish their compensation, and manage its
        business as it deems appropriate, provided such management is
        not in contravention of any policies prescribed by the Company
        or in contravention of the terms of this Agreement. Distributor
        may appoint sub-distributors within the Territory, provided that
        Distributor informs any such sub-distributor of the applicable
        rules and regulations (both contained herein and any other
        applicable rules and regulations) and Distributor is responsible
        for any breach thereof by any such sub-distributor.

                 SECTION 4.  GENERAL OBLIGATIONS OF DISTRIBUTOR

4.1     Marketing.  In the marketing, promotion and sales of Products,
        ---------
        Distributor shall act on its own behalf, and for its own
        account, except as otherwise specifically stipulated in this
        Agreement, or as separately agreed to in writing by the Parties,
        and shall sell the Products at its own prices and under its own
        terms and conditions. With respect to the marketing and
        distribution of the Products, Distributor shall have the
        following obligations:
        (a)     To use its best efforts to further the promotion,
                marketing and distribution of the Products in the
                Territory;
        (b)     To maintain, at its own expense, appropriate offices and
                a full range of available Products as samples and for
                demonstration purposes;
        (c)     To establish and maintain an adequate organization,
                infrastructure, personnel and marketing strategy for its
                marketing, promotion and sale of the Products in the
                Territory;
        (d)     To maintain an adequate balanced inventory of the
                Products, sufficient to fill reasonably anticipated
                orders from customers and to actively promote orders for
                the Products. During

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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                           Page 5 of 31

                any subsequent contractual period, Distributor shall
                purchase such minimum quantity of Products as
                established by mutual agreement between the Parties from
                time to time;
        (e)     To promptly respond to all inquiries from customers,
                including complaints, process all orders, and effect all
                shipments of Products;
        (f)     To pass on or flow-through to its Resellers, if any, and
                Users any warning and cautions and other descriptive
                literature regarding the proper use of all Products, as
                provided by the Company;
        (g)     To permit the Company to visit Distributor's place of
                business and inspect its inventories, service records,
                and other relevant documents;
        (h)     To maintain throughout the Territory, at Distributor's
                sole expense, an adequate sales force dedicated on a
                full-time basis to the marketing, promotion and sale of
                the Products;
        (i)     To participate actively in sales or merchandising
                programs prepared by the Company; to participate in all
                fairs and exhibitions in the Territory where such
                participation would, in the judgment of the Company,
                promote the Products, and to develop and implement sales
                programs for the promotion of the Products. It is
                understood that the costs associated with such
                participation shall be Distributor's sole
                responsibility;
        (j)     To assist the Company in all local tax and government
                reports or any other local requirements. The Company
                will compensate Distributor for any costs which might be
                incurred by Distributor in providing such assistance,
                provided such costs have been approved by the Company in
                advance;
        (k)     From time to time during the Term of this Agreement and
                upon expiration or termination hereof, Distributor will
                provide the Company immediately upon request with a list
                of the names and addresses of all persons to whom
                Distributor has sold the Products and all information
                concerning the sale of the Products that the Company may
                require.

4.2     Advertising.  Distributor shall diligently undertake to advertise
        -----------
        the Products in the Territory. The Company will furnish
        Distributor, from time to time and without additional charge,
        with such marketing and technical materials in the English
        language as the Company may, in its sole discretion, deem
        necessary or desirable (the "Promotional Materials"). Distributor
        may, solely during the Term of this Agreement, utilize such
        Promotional Materials in promoting sales of the Products and in
        preparing its own advertising materials. Distributor may, in
        its own discretion, translate such Promotional Materials from
        English into the language of the Territory for distribution in
        the Territory, but shall provide them to the Company prior to
        any distribution. Distributor shall bear all costs of this
        translation and shall be solely responsible for inaccurate,
        inconsistent or misleading translations. The Company shall have
        ownership rights to all advertising and promotional materials so
        translated. All expenses incurred by Distributor with respect to
        the creation and distribution of advertising materials,
        advertising and promoting the Products in an adequate fashion
        shall be borne by Distributor. Distributor may use the
        Promotional Materials and the full range of direct marketing
        media, including home shopping, spot, long form television,
        direct mail, telemarketing, live shows, radio and print
        advertisements, catalog, Internet and retail, in the marketing
        and promotion of the Products in the Territory, to the extent
        the Company, in its sole discretion, deems Distributor to have
        such ability. Upon expiration or termination of this Agreement,
        Distributor shall promptly return to the Company, at no cost to
        the Company, all advertising and Promotional Materials
        translated or prepared by Distributor.

4.3     Internet.  Distributor shall follow the Company's written
        --------
        instructions with respect to each of the following: (i) use of
        any information about the Company or the Products available on
        the Internet;


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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
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                                                           Page 6 of 31

        (ii) linking of any site on the Internet to any other site on the
        Internet established, operated or sponsored by the Company; and
        (iii) use of any of the Trademarks or Promotional Materials on
        any site on the Internet. Distributor acknowledges that it shall
        cease the activities described in (i), (ii) and/or (iii) above,
        if so instructed by the Company. In no event shall Distributor
        establish, operate, sponsor or contribute content to any site on
        the Internet that incorporates the word "verichip" as its URL
        address or any part of such address.

4.4     Customer Support.  Distributor shall handle and promptly settle
        ----------------
        any User's customer complaints concerning the Products,
        following the Company's guidance included in the Company's
        operations guide provided by the Company to Distributor (the
        "Operations Guide"), as amended from time to time in the sole
        discretion of the Company. Distributor agrees to assist the
        Company in arranging for any customer warranty service.

4.5     Expenses.  Distributor assumes full responsibility for all costs
        --------
        and expenses which it incurs in carrying out its obligations
        hereunder, including but not limited to all rentals, salaries,
        commissions, advertising, demonstrations, travel and
        accommodation expenses without the right to reimbursement for
        any portion thereof from the Company.

4.6     Other General Obligations Of Distributor.  Subject to all
        ----------------------------------------
        applicable laws and regulations in the Territory, Distributor
        undertakes the following obligations within the Territory on a
        continuing basis:
        (a)     Adherence to Business Ethics and Laws
                -------------------------------------
                Distributor shall adhere to the highest principles of
                business ethics and in this regard shall:
                (1)     comply with all laws and regulations in the
                        Territory (including, without limitation,
                        applicable healthcare regulatory requirements);
                (2)     adopt a set of business conduct guidelines (the
                        "Guidelines"), to be furnished to all its
                        employees and others who represent Distributor
                        to the public. Distributor shall ensure that
                        all such persons clearly understand that they
                        must comply with the Guidelines. The Guidelines
                        shall incorporate provisions that:
                        (i)     prohibit the making of payments or gifts
                                for the purpose of influencing a decision
                                to award or to continue business with
                                Distributor;
                        (ii)    require compliance with all laws and
                                regulations in the Territory, including
                                without limitation, Government
                                procurement laws;
                        (iii)   require fair and equitable treatment for
                                organizations, agencies, companies and
                                enterprises;
                        (iv)    require that representations be
                                accurate;
                        (v)     require handling of intellectual
                                property in accordance with the rights
                                granted to Distributor;
                        (vi)    require sales and business practices in
                                keeping with the principles of free
                                competition and business ethics and
                                conduct;
                        (vii)   require full and accurate reporting to
                                appropriate authorities and to
                                Distributor;
                (3)     monitor compliance with the above provisions;
                        and
                (4)     notify the Company promptly upon discovery of
                        any instance where Distributor fails to comply
                        with any one or all of the provisions of this
                        Section.
                 Further, Distributor hereby recognizes and agrees to
                 comply with the U.S. Import/Export regulations, the
                 Foreign Corrupt Practices Act and laws concerning
                 International Economic


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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
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                                       REVISED DRAFT - November 4, 2002
                                                           Page 7 of 31

                Boycotts, together with other U.S. laws, to the extent
                that they are applicable to U.S. companies in their
                international operations. Without limiting the
                generality of the foregoing, Distributor agrees not to
                re-import the Product back into the United States and
                agrees that the Products and all packaging materials
                will be marked "made in the U.S.A. for export only".
        (b)     Contacts with the Press and Other Media
                ---------------------------------------
                Distributor shall not make any statement or distribute
                any material concerning the Company to the press or
                other communications media, except for (i) materials
                provided to Distributor by the Company for publication
                and (ii) statements and materials otherwise approved in
                writing by the Company. Distributor shall promptly
                bring to the Company's attention and deliver to it copies
                of any articles in the press of the Territory concerning
                the Company and/or the Products of which Distributor may
                be aware.
        (c)     Audits
                ------
                The Company will have audit rights of Distributor's
                operations on: (i) adherence to Distributor's Guidelines
                by Distributor's employees and others who represent
                Distributor to the public, (ii) compliance with U.S.
                Government Import/Export Regulations and the U.S.
                Foreign Corrupt Practices Act, (iii) use and storage
                practices for the Company Confidential Information, (iv)
                use of the Trademarks; and (v) where there is suspicion
                of breach of other provisions of Distributor's
                agreements and other contractual documents. The Company
                agrees to give Distributor's management no less than
                five (5) business days prior written notice before
                exercising any of its Audit rights.
        (d)     Medical Use
                -----------
                Distributor represents and warrants that at least one of
                the three following criteria is satisfied with respect
                to each Product (Distributor should initial one):
                (i)     there are no medical approval requirements for
                        it in the Territory            ;
                                            -----------
                (ii)    it meets all medical product sale requirements
                        for this type of device in the Territory        ;
                                                                 -------
                        or
                (iii)   it has been granted medical device approval in
                        the Territory         .
                                      --------
        (e)     No Exports Outside the Territory
                --------------------------------
                Distributor shall not sell any Products outside of the
                Territory and shall use its best efforts to ensure that
                Products it sells are not resold outside of the
                Territory.

4.7     Distributor's Representations and Warranties. Distributor hereby
        --------------------------------------------
        represents and warrants to the Company that: (i) Distributor is
        a business organization duly organized and in good standing in
        accordance with the laws of UNITED STATES, recorded with the
                                    -------------
        UNITED STATES [Public Registry of Commerce] corresponding to its
        corporate domicile; (ii) Distributor has duly authorized the
        execution and performance of this Agreement; (iii) this
        Agreement is lawful and may be performed in accordance with its
        terms under all the laws in force in UNITED STATES as of the
        date hereof; (iv) Distributor will advise the Company of any
        changes in laws which might or will impair the validity of all
        or any part of this Agreement; and (v) Distributor is a business
        organization with the required personnel duly trained to market
        and sell products similar to the Products, transportation to
        distribute such Products, warehouses to store them and a computer
        system which allows a detailed control of stocks and sales.

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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
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          SECTION 5.  GENERAL OBLIGATIONS OF THE COMPANY; WARRANTIES

5.1     The Company agrees to use its commercially reasonable efforts to
        sell Products to Distributor during the Term of this Agreement,
        on such terms and prices as set forth herein and in EXHIBIT "C",
        attached hereto, but in no event shall the Company be liable to
        Distributor for any loss of profits, loss of business, expenses
        or costs arising from or alleged to arise from any failure to
        deliver. Distributor hereby agrees that the Company shall have
        the right to allocate Products, in its sole discretion and in
        whatever manner it deems to be in its best interest, among its
        distributors without incurring any liability to Distributor.


5.2     The Company warrants that the Products will be free from defects
        in material and workmanship. The Company shall replace or
        repair, at its option, any Products that within thirty (30) days
        from the Date of Delivery are found defective in material or
        workmanship, upon written notification by Distributor
        identifying each and every defect. The Company's obligation with
        respect to such Products shall be limited to repair or
        replacement, without any further expense to the Company. Any
        alteration, abuse, modification or misuse, including, but not
        limited to, neglect or accidental damage or defacement of the
        Products shall void this limited warranty. THE FOREGOING LIMITED
        WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER
        WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
        ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
        PARTICULAR PURPOSE. The foregoing limited warranty shall not be
        enlarged or affected by, and no liability or obligation shall
        arise from, the Company's rendering of technical or other
        advice, or of service, in connection with any of the Products.
        Employees, agents, distributors and sales representatives are
        not authorized to make warranties. Oral or written statements
        made by them do not constitute warranties and shall not be
        relied on by Distributor. REPLACEMENT OR REPAIR OF A DEFECTIVE
        PRODUCT IS DISTRIBUTOR'S SOLE AND EXCLUSIVE REMEDY FOR CONTRACT,
        WARRANTY, NEGLIGENCE, TORT OR STRICT LIABILITY CLAIMS FOR ANY
        LOSS, DAMAGE OR EXPENSE ARISING OR ALLEGED TO ARISE FROM THE
        MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS. IN NO EVENT
        SHALL THE COMPANY BE LIABLE FOR LOSS OF USE OR PROFITS, LOSS OF
        BUSINESS, EXPENSES OR COSTS ARISING FROM OR ALLEGED TO ARISE
        FROM BUSINESS INTERRUPTION, ATTORNEYS' EXPENSES OR
        CONSEQUENTIAL, CONTINGENT, INCIDENTAL OR SPECIAL DAMAGES CAUSED
        OR ALLEGED TO BE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE,
        TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY
        OR OTHER BREACH OF DUTY OF OR BY THE COMPANY. Distributor shall
        obtain shipping instructions and a return material authorization
        from the Company for the return of any item under this warranty
        provision. Compliance with such instructions shall be a
        condition precedent to the Company's repair or replacement
        options hereunder.

5.3     The Company shall make commercially reasonable efforts to
        provide Distributor with the latest Product information and,
        upon Distributor's request, any information concerning the
        technical aspects of the Products, their use and application.

5.4     The Company does not guarantee the results of, and Distributor
        will not be entitled to rely on, any marketing plan of the
        Company.


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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
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5.5     The Company represents that: (i) it is a corporation duly
        incorporated and in good standing under the laws of the State of
        Delaware, United States of America; and (ii) it has duly
        authorized the execution and performance of this Agreement.

                   SECTION 6.  ORDERS FOR PRODUCTS

6.1     Purchase Orders.  Purchase Orders shall be in writing and signed
        ---------------
        by an authorized representative of Distributor.  Distributor
        shall submit its Purchase Orders for Products to the Company in
        writing, by facsimile, overnight reputable overnight courier or,
        if agreed to by the Company, e-mail. All Purchase Orders shall
        refer to this Agreement, and shall list the Products ordered,
        quantities, applicable prices, scheduled delivery dates,
        delivery point, shipping instructions and any other information
        deemed necessary by the Company. In case of conflicts or
        inconsistency between the terms and conditions of this Agreement
        and those set forth in any Purchase Orders, acceptances,
        correspondence, and other documents forming part of any order
        during the Term of this Agreement, this Agreement shall govern
        and prevail, and the conflicting or inconsistent terms and
        conditions of any such other documents shall be deemed deleted
        and shall not be binding upon either Party. Distributor shall
        ensure that its Purchase Orders are received by the Company at
        least forty-five (45) days prior to the delivery dates requested
        in the order.

6.2     Acceptance of Orders.  All Purchase Orders from Distributor are
        --------------------
        subject to acceptance in writing by the Company, at its offices
        in Palm Beach, FL U.S.A. The Company may expressly accept or
        reject each Purchase Order, or the Company may show its
        acceptance by providing to Distributor the appropriate
        transaction documents, including, but not limited to, invoices
        (showing item, quantity, price, amount due, and other typical
        invoice information), and order acknowledgments (confirming
        Products and quantities ordered), or by sending the Products to
        Distributor. Each Purchase Order shall be deemed to be an offer
        by Distributor to purchase the Products pursuant to the terms of
        this Agreement, and, if accepted by the Company shall give rise
        to a contract on the terms set forth herein to the exclusion of
        any additional or contrary terms set forth in the Purchase
        Order.

        Distributor shall either accept or reject the Products within a
        thirty- (30) day period after the Date of Delivery.
        Distributor's failure to give the Company written notice of
        rejection within such thirty- (30) day period shall be deemed
        acceptance of the Products by Distributor. Distributor shall
        also be deemed to have accepted the Products by signing a
        transaction document requiring its signature, or providing the
        Products to Resellers, if any, or Users, or making any payment,
        including partial payments, to the Company for such Products.
        Distributor may cancel its Purchase Order in writing prior to
        its acceptance by the Company.

6.3     Delivery, Insurance, Title And Risk Of Loss.  The Company will
        -------------------------------------------
        make reasonable efforts to meet Distributor's delivery
        requirements for Products ordered by Distributor in any Purchase
        Order accepted by the Company.  The Company will inform
        Distributor of the estimated delivery date and, at Distributor's
        request, keep it informed of its status; provided, however, that
        in no event shall the Company be liable for the consequences of
        any delays in delivery due. Distributor will be responsible for
        selecting and working with an export broker or forwarding agent
        ("export broker") to handle all shipments to the Territory. All
        delivery of Products to Distributor shall be F.O.B. at a
        mutually agreed port of embarkation (such as dockside at a port
        or airport) in Miami, Florida, U.S.A., and will be made



<PAGE>
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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 10 of 31

        to Distributor's export broker. Distributor shall be responsible
        for transportation and insurance of the Products after delivery
        to Distributor's export broker. Such insurance shall provide
        full coverage from the time the Products are delivered to
        Distributor's export broker until Distributor shall have paid
        the Company for such Products in full. The Company reserves all
        rights with respect to delivered Products permitted by law,
        including, without limitation, the rights of rescission,
        repossession, resale, and stoppage in transit until the full
        amount due from Distributor in respect of all delivered Products
        has been paid. Distributor shall be responsible for obtaining
        all consents from any government or related authority to export
        the Products from the country of shipment and for importing them
        into the country of importation. Unless otherwise provided in
        this Agreement, "F.O.B." shall be construed in accordance with
        INCOTERMS, 2000 of the International Chamber of Commerce.

        The Company bears the risk of loss or of damage to the Products
        until their delivery to Distributor's export broker, as provided
        in the preceding paragraph. Thereafter, Distributor assumes such
        risks. Notwithstanding the foregoing, title to each Product will
        pass to Distributor over international waters, en-route to the
        port of importation in the Territory, as such is specified by
        Distributor in the Purchase Order.

6.4     Product Changes.  The Company reserves the right, in its sole
        ---------------
        discretion and without incurring any liability to Distributor,
        to:
        (a)     Alter the specifications for any Product;
        (b)     Discontinue the manufacture of any Product;
        (c)     Discontinue the development of any new product, whether
                or not such product has been announced publicly;
        (d)     Commence the manufacture and sale of new products having
                features which make any Product wholly or partially
                obsolete, whether or not Distributor is granted any
                distribution rights in respect of such new products;
                and/or
        (e)     Withdraw any Product from marketing at any time.
        Notwithstanding the above, the Company shall use reasonable
        efforts to provide Distributor with prompt written notice of any
        such decisions and shall fill all accepted Purchase Orders from
        Distributor for any such altered or discontinued Products of
        which manufacturing and commercial deliveries have commenced.

6.5     Reports.  Distributor hereby agrees that beginning on the
        -------
        Effective Date of this Agreement, Distributor will deliver to
        the Company the following reports:
        (a)     Monthly reports, covering product type, number of units
                and US$ amount;
        (b)     Quarterly forecasts of Distributor's projected sales of
                Products for the immediately subsequent three (3)
                months, which forecasts will be used for planning
                purposes only and will not constitute a commitment by
                either party;
        (c)     Inventory reports;
        (d)     Quarterly financial reports, prepared in accordance with
                Generally Accepted Accounting Principles (GAAP); and
        (e)     Booking, billing, inventory and customer base
                information, special reports on Distributor's sales
                efforts, conditions of the market, and such other
                matters as the Company may reasonably request by thirty
                (30) days written notice.


<PAGE>
<PAGE>

                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 11 of 31

        All financial settlements, reports and billings rendered by
        Distributor for the Company shall, in reasonable detail,
        accurately and fairly reflect the facts about all activities
        performed by Distributor under or with regard to this
        Agreement.

                          SECTION 7.  QUOTA REQUIREMENTS

7.1     Minimum Quotas.  Distributor hereby agrees to attain the
        --------------
        marketing goals agreed upon by Distributor and the Company for
        purposes of this Agreement by ordering and taking delivery from
        the Company of the Quota of Products set forth in EXHIBIT "D"
        hereto. Distributor hereby agrees that the establishment and
        achievement of such Quota is of the essence of this Agreement,
        and that Distributor's failure to meet its Quota shall
        constitute a material breach hereunder, entitling the Company to
        terminate this Agreement for cause pursuant to Section 16 hereof
        and entitling the Company to seek monetary damages.

7.2     Initial Order.  In addition to the Quota requirements set forth
        -------------
        in EXHIBIT "D" hereto, on the date of execution of this
        Agreement, Distributor shall place with and deliver to the
        Company Distributor's initial Purchase Order for 1,000 VeriChip
        microchips, 60 VeriChip readers and 0 service plans to the
        Global VeriChip Registry System at the prices set forth in
        EXHIBIT "C" - Price List, all in accordance with the terms of
        this Agreement.

                   SECTION 8.  PRICES, PRICE CHANGES AND PAYMENTS

8.1     Sales Prices.  The Company will sell Products to Distributor at
        ------------
        such sale prices as set forth in EXHIBIT "C" - PRICE LIST,
        attached hereto, as amended by the Company from time to time
        ("Sales Price"), plus any related charges which Distributor must
        pay to the Company in accordance with the provisions of Sections
        8.2 and Section 8.4, below. The Products' Sales Price shall be
        specified in the respective Purchase Order.  All Sales Prices
        are F.O.B. Miami, Florida, U.S.A., unless the Company otherwise
        agree in a writing signed by the Company.

8.2     Related Charges:  The following are related charges:
        ---------------
        (a)     Taxes and Duties: Any taxes and duties resulting from
                ----------------
                the sale of Products, license or related activities
                hereunder, as the case may be, except taxes based on the
                Company's net income.
        (b)     Additional Charges:
                ------------------
                Depending on the particular Product or circumstances,
                additional charges may apply, of which the Company will
                inform Distributor in writing.

8.3     Price Increases and Decreases.  The Company may increase the
        -----------------------------
        Sales Price of a Product without previous notice and without any
        liability to Distributor. However, an increase does not apply to
        Distributor if the Company receives Distributor's signed
        Purchase Order before the date of the Company's written notice
        to Distributor of such increase. Distributor may cancel a
        Purchase Order for a Product affected by a price increase not
        later than thirty (30) days from the date of the Company's
        notification of such price increase. Distributor receives the
        benefit of a decrease in charges up to and including the Date of
        Shipment of a Product.

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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 12 of 31


8.4      Invoices and Payments. Payment in full of the Sales Price of each
         ---------------------
         Product and the corresponding Related Charges indicated in Sections
         8.1 and 8.2 above shall be due and payable in U.S. dollars to the
         Company not later than on the Date of Delivery. Invoices will be
         submitted upon shipment; provided, that, if any Related Charges and
         other applicable charges are invoiced subsequently to shipment such
         shall be payable in full in U.S. dollars not later than thirty (30)
         days of the date of such invoices.

         All payments shall be made by irrevocable, transferable and
         divisible letter of credit opened at Distributor's expense, issued
         or confirmed by a U.S. bank specified by or acceptable to the
         Company, in accordance with the provisions of Section 8.5 hereof.

         The Company may cancel a Purchase Order, without any liability, if
         Distributor does not make full payment in accordance with these
         provisions.

8.5      Letters of Credit. Prior to any shipment, Distributor shall
         -----------------
         establish a letter of credit in favor of the Company, confirmed by
         a U.S. bank acceptable to the Company for an amount equal to
         THE PURCHASE ORDER. The Company shall be authorized to draw on the
         ------------------
         letter of credit by presentation of one or more sight drafts
         accompanied by specified documents, such as commercial invoice,
         bill of lading or airway bill. Distributor agrees to equitably
         increase the value of the letter of credit if at any time
         throughout the Term of this Agreement, the value of the outstanding
         Purchase Orders is greater than the value of the letter of credit.
         The letter of credit referenced above must also meet the following
         conditions:
         (a)      It must be obtained, and its related costs paid, by
                  Distributor;
         (b)      It must be denominated in U.S. dollars;
         (c)      It must be irrevocable and in a form, and confirmed by a U.S.
                  bank, acceptable to the Company;
         (d)      It must not expire earlier than thirty (30) days after the
                  estimated Date of Shipment;
         (e)      It must provide for partial shipments and partial payments
                  in case of partial shipments; and
         (f)      It must be negotiable by the Company upon submission to the
                  confirming bank of the related commercial invoices and
                  shipping documents.

8.6      Packaging and Shipment. Unless Distributor requests otherwise, all
         ----------------------
         Products ordered by Distributor shall be packed for shipment and
         storage in accordance with the Company's standard commercial
         practices which Distributor represents and warrants to know and
         accept. Any special packaging requirements requested by Distributor
         shall be at Distributor's expense.

                     SECTION 9. LIMITATION TO LIABILITY

9.1      Limitation of Liability and Remedies. Distributor understands and
         ------------------------------------
         agrees that regardless of the basis on which damages can be claimed
         by Distributor, Resellers and/or Users, Distributor's, Resellers'
         and/or Users' exclusive remedy and the Company's exclusive
         liability shall be limited as follows:

         (a)      Actual Damages. The Company is responsible for the amount
                  --------------
                  of any actual loss or damage solely up to the aggregate
                  payments received by the Company for the Product that is
                  the subject of the claim.



<PAGE>
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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 13 of 31

         (b)      Consequential Damages. UNDER NO CIRCUMSTANCES, EXCEPT AS
                  ---------------------
                  REQUIRED BY LAW, SHALL THE COMPANY BE LIABLE FOR ANY
                  ECONOMIC CONSEQUENTIAL DAMAGES, INCLUDING (1) ANY SPECIAL,
                  INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES
                  (INCLUDING LOST PROFITS OR SAVINGS) TO DISTRIBUTOR AND/OR
                  RESELLERS AND/OR USERS, EVEN IF THE COMPANY SHALL HAVE BEEN
                  ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE,
                  OR (2) THIRD PARTY CLAIMS AGAINST DISTRIBUTOR AND/OR USERS
                  FOR LOSSES OR DAMAGES, OR FOR SPECIAL, INCIDENTAL, OR
                  INDIRECT CHARGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES
                  (INCLUDING LOST PROFITS OR SAVINGS) EVEN IF THE COMPANY
                  SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL
                  LOSS OR DAMAGE.

9.2      Sole Remedies. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY
         -------------
         AND ALL WARRANTIES AND THE SOLE REMEDIES FOR THE COMPANY'S
         LIABILITY IF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH
         RESPECT TO THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT AND
         ALL OTHER PERFORMANCE BY THE COMPANY UNDER OR PURSUANT TO THIS
         AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION 5
         HEREOF.

                   SECTION 10. CHANGES TO AGREEMENT TERMS

10.1     Other than as set forth in Section 8 hereof, for any other changes
         to the terms of this Agreement to be valid, Distributor and the
         Company must agree upon such changes in writing. Changes are not
         retroactive. Additional or different terms in any Purchase Order or
         other communication from Distributor are void.

                 SECTION 11. GOVERNMENT REGULATION AND TAXES

11.1     Import And Export Documentation. Distributor shall be responsible
         -------------------------------
         for obtaining all licenses and permits and for satisfying all
         formalities as may be required to import Products into the
         Territory, and for clearing the Products through customs, in
         accordance with the laws and regulations in force in the
         Territory, and in accordance with the export laws and regulations
         of the United States of America.

11.2     Registration. Distributor shall obtain, at its own expense, all
         ------------
         necessary registrations, licenses, permits, approvals,
         certifications, consents and authorizations or any other permit or
         approval that it may need for the performance of its obligations
         under this Agreement and shall supply all information in this
         respect to the Company.


<PAGE>
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                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 14 of 31

         Should registration of the Products by the Company be required by
         any governmental body, Distributor shall notify the Company and
         cooperate with the Company in obtaining such registration in the
         Company's name and at the Company's expense. In the event the
         applicable laws of the Territory require registration of the
         Company's Products in the name of Distributor, the Company may
         simultaneously apply for separate registration of the Company's
         Products in its name or the registration shall be made transferable
         to the Company or to any entity designated by the Company, in case
         of termination or expiration of this Agreement and Distributor
         shall prepare, at its own expense, all of the applicable transfer
         documents required by the laws of the Territory for the transfer or
         assignment of the registration. Simultaneously with the execution
         of this Agreement, Distributor shall deliver to the Company
         completed transfer or assignment documents signed by Distributor,
         undated and without designation of a transferee. Distributor hereby
         agrees that it will in no way oppose the transfer or assignment of
         the registration to the name of the Company or to any other party
         which the Company may designate.

11.3     Restrictions To Export. Distributor may actively market, promote
         ----------------------
         and sell Products only within the geographic scope of the
         Territory. Distributor shall not market, nor shall Distributor use
         anyone else to market, any such Products outside the Territory. If,
         unknown to the Company, a Reseller or User acquires Products for
         export, the Company's responsibilities, if any, under this
         Agreement no longer apply to such Products.

11.4     Compliance with the Laws. Distributor agrees that, in performing
         ------------------------
         its obligations under this Agreement, it shall comply at all times
         with all applicable laws, regulations and orders in force in the
         Territory. Distributor also agrees to advise the Company of any
         change, modification or new law which may affect the performance of
         Distributor or the Company with respect to both Parties'
         obligations hereunder.

         Distributor shall furnish to the Company, from time to time, at the
         Company's request and at the Company's reasonable satisfaction, by
         affidavit or other reasonable means, affirmative assurances that
         the appointment of Distributor hereunder and its activities under
         this Agreement are proper and lawful under the law and regulations
         in force in the Territory.

11.5     Review Of Distributor's Compliance. The Company may periodically
         ----------------------------------
         review Distributor's compliance with this Agreement. Distributor
         agrees to provide the Company with such relevant records as the
         Company may request. The Company may reproduce and retain copies of
         such records. The Company, directly or through an independent
         auditor, may conduct a review of Distributor's compliance with this
         Agreement on Distributor's premises during Distributor's business
         hours. If, during the Company's review of Distributor's compliance
         with this Agreement, the Company finds that Distributor has
         materially breached the terms of this relationship, the Company
         shall be entitled to exercise all its rights under law and equity
         and the terms of this Agreement.

11.6     Taxes. Any taxes or governmental charges, whether in the Territory
         -----
         or any other country, now or hereafter imposed upon the sale or
         transfer of goods or respect to the transactions contemplated
         hereunder (with the exception of income taxes or other taxes
         imposed upon the Company and measured by the Company's net income)
         shall be the responsibility of, and shall be paid by, Distributor,
         and if paid or required to be paid by the Company, the amount
         thereof shall be added to and become a part of the amounts payable
         by Distributor hereunder. It is understood that the


<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 15 of 31

         Company has no obligation to reimburse Distributor for any taxes or
         customs duties paid to import the Products, nor for any other costs
         or investments eventually made by Distributor.

               SECTION 12. TERM AND RENEWAL OF THIS AGREEMENT

12.1     Term. This Agreement shall become effective as of the Effective
         ----
         Date and shall continue in force for a term of 60 (sixty months)
                                                        --
         from the Effective Date (the "Term").

         Any rights and licenses granted to Distributor hereunder shall
         extend for the Term of this Agreement, and any renewals thereof,
         and shall automatically terminate upon termination or expiration of
         this Agreement or any renewals thereof.

12.2     Renewal. Upon written request from Distributor, which must be
         -------
         delivered to the Company at least thirty (30) days prior to the
         expiration of the Term, the Company, in its own discretion, may
         negotiate in good faith with Distributor for a renewal of the
         Agreement on such terms as the Parties may mutually agree, provided
         that, on the date of request, Distributor (i) is not in default of
         any material term or condition of this Agreement or any other
         agreements between the Company and Distributor, (ii) has met the
         Quota requirements set forth herein; and (iii) has satisfied all
         monetary obligations owed by Distributor to the Company.

                         SECTION 13. CONFIDENTIALITY

13.1     Confidential Information. Distributor agrees that the Company has a
         ------------------------
         proprietary interest in any and all Company Confidential
         Information provided to Distributor by the Company in connection
         with this Agreement or otherwise, whether such information is in
         written, oral or visual form.

13.2     Protection Of Company Information. Distributor acknowledges and
         ---------------------------------
         agrees that all Company Confidential Information is confidential
         and proprietary to the Company. In this regard,
         (a)      Distributor agrees to use Company Confidential Information
                  solely in the discharging of its responsibilities hereunder;

         (b)      Distributor may disclose Company Confidential Information to
                  its employees who have the need to know such information;
                  provided, however, that prior to any such disclosure,
                  Distributor must have an appropriate confidentiality
                  agreement with any such employee, binding such employee on
                  the terms of this Section 13. For a period of three (3) years
                  from the date of receipt of Company Confidential Information,
                  Distributor may not disclose such Confidential Information
                  to others (including but not limited to any affiliates of
                  Distributor) unless, prior to such disclosure, Distributor
                  has an appropriate agreement with the other party and such
                  disclosure is approved by the Company in writing. All such
                  appropriate agreements must enable Distributor to meet its
                  obligations hereunder and to enforce the terms and conditions
                  of this Section;



<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 16 of 31

         (c)      Distributor shall not make any additional copies of any
                  writings, documents, programs or other media which contain
                  Company Confidential Information and are marked "do not
                  reproduce" or similar language, without the prior written
                  permission of the Company;
         (d)      Distributor shall keep all writings, documents or other
                  media containing Company Confidential Information secure
                  in locked files at all times, when not in use, to prevent
                  their loss or unauthorized disclosure, take action to
                  prevent unauthorized access to any of its premises and
                  comply with all other reasonable security procedures and
                  measures which the Company may recommend from time to
                  time;
         (e)      Distributor shall segregate Company Confidential
                  Information at all times from materials of third parties;
         (f)      Distributor's obligations with respect to Company
                  Confidential Information will not apply to any information
                  that (i) is already in its possession without obligation
                  of confidence; (ii) is independently developed; (iii) is
                  or becomes publicly available without breach of this
                  Agreement; (iv) Distributor rightfully receives from a
                  third party without obligation of confidence; or (v) is
                  released for disclosure with the Company's written
                  consent;
         (g)      Distributor shall, upon termination or expiration of this
                  Agreement, deliver to the Company all written or
                  descriptive materials which contain Company Confidential
                  Information;
         (h)      From time to time, the Company may provide Distributor
                  with copies of documents labeled "For Internal Use Only".
                  Distributor agrees to limit use of these documents to the
                  performance of its responsibilities hereunder and not to
                  make the documents available to any third party.

13.3     Protection Of Distributor Information
         -------------------------------------
         (a)      Distributor understands that the Company does not wish to
                  receive any information which Distributor, or any third
                  party, considers confidential or proprietary. Information
                  that Distributor supplies to the Company will not be
                  treated as confidential by the Company unless, before
                  receipt, the Company agrees in writing to do so.
         (b)      The Company may use any information which Distributor
                  makes available to the Company, designated as confidential
                  by Distributor, and the Company may authorize its
                  affiliates to use such information in their operations;
                  provided, however, that the Company shall instruct its
                  personnel to keep such information confidential by using
                  the same care and discretion that it uses with similar
                  data which the Company designates as confidential;
                  further, the Company shall not disclose any such
                  confidential information by publication or otherwise to
                  any third party without the prior written permission of
                  Distributor.
         (c)      Notwithstanding the foregoing, if the Company conducts an
                  inspection in accordance with its rights pursuant hereto,
                  any materials inspected will be treated as confidential
                  and the Company will not disclose any of them unless
                  required by law to do so.

                  SECTION 14. INTELLECTUAL PROPERTY MATTERS

14.1     Trademarks. Distributor is hereby authorized to use the Trademarks
         ----------
         within the Territory solely for the Term of this Agreement and
         solely for purposes of identifying the Products which Distributor
         is authorized to market hereunder. In addition, Distributor is
         hereby authorized to use, during the Term



<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 17 of 31

         of this Agreement and within the Territory, the designation
         "Distributor of VeriChip Products", in its activities hereunder.

         (a)      Distributor is not granted any right or license to use the
                  Trademarks or any other trademark or tradename owned by
                  the Company in such a manner as to cause confusion
                  concerning the origin of any goods or services.
                  Promotional, advertising and other materials to be used by
                  Distributor, which incorporate or display any Trademarks,
                  other than such material which has been supplied to
                  Distributor by the Company, shall be subject to the
                  Company's guidelines or instructions. Distributor agrees
                  to change or correct, at Distributor's expense, any such
                  promotional advertising or other material, which in the
                  Company's reasonable judgment is inaccurate, objectionable
                  or misleading, or misuses a trademark or tradename owned
                  by the Company.
         (b)      Distributor hereby acknowledges the Company's exclusive
                  right, title and interest in and to the Trademarks.
                  Distributor acknowledges and agrees that, except for the
                  limited use of the Trademarks for purposes of marketing
                  and distributing the Products in conformity with this
                  Agreement, Distributor will acquire no right, title or
                  interest of any kind or nature whatsoever in or to the
                  Trademarks or the goodwill associated therewith.
                  Distributor recognizes that the Trademarks and any
                  goodwill attached thereto, belong to the Company, and
                  Distributor understands and agrees that Distributor's use
                  of the Trademarks shall inure to the benefit of the
                  Company. Distributor shall not disparage, bring into
                  disrepute or reduce the value of any Trademarks.
                  Distributor shall not at any time do or permit any act to
                  be done which may in any way impair the rights of the
                  Company in the Trademarks.
         (c)      Distributor shall not, without the Company's prior written
                  consent, remove or alter any Trademarks, trade names,
                  patent numbers, serial numbers, notices, labels, tags or
                  other identifying marks, symbols or legends affixed to any
                  Products, containers or packages.
         (d)      Distributor undertakes fully and without any reservation
                  whatsoever to render to the Company all assistance as may
                  be necessary in connection with any matter pertaining to
                  the protection of the Trademarks, including, without
                  limitation, to assert no interest in or to, and to
                  withdraw or terminate any interest in or to, any
                  Trademarks which would limit the Company's ability to
                  protect those Trademarks.
         (e)      Distributor shall inform the Company of all registration
                  and recording requirements with respect to the Trademarks
                  within any country of the Territory. All registrations of
                  any Trademarks and domain names which Distributor may
                  assist the Company to obtain within the Territory will be
                  in the name of the Company. Distributor shall not
                  undertake any activities to attempt to register any of the
                  Company's Trademarks without the Company's prior written
                  consent. Distributor shall not use, employ or attempt to
                  register any trademark or tradename which, in the sole
                  judgment of the Company, is confusingly similar to any of
                  the Trademarks.
         (f)      Distributor will immediately notify the Company in writing
                  if any claim of infringement is brought against
                  Distributor in respect to the use of the Trademarks, or if
                  Distributor is aware of or suspects any infringement of
                  the Trademarks by another party. The Company reserves the
                  right in its sole discretion to institute any proceedings
                  against any such third party infringers and Distributor
                  shall refrain from doing so. The Company shall control the
                  defense or prosecution of any actions concerning
                  infringement of its Trademarks. Distributor shall
                  cooperate fully with the Company in any action taken by
                  the Company against any such third parties, provided that
                  all expenses of such action, including Distributor's,
                  shall be borne by the Company and all damages which may be
                  awarded therefrom shall accrue to the Company.


<PAGE>
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                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 18 of 31

         (g)      Upon termination or expiration of this Agreement,
                  Distributor shall forthwith cease and desist from use of
                  the Trademarks in any manner. In addition, Distributor
                  hereby empowers the Company and agrees to reasonably
                  assist the Company, if requested, to cancel, revoke or
                  withdraw any governmental registration or authorization
                  permitting Distributor to use the Trademarks in the
                  Territory.
         Any unauthorized use of the Trademarks by Distributor shall be a
         material breach of this Agreement, entitling the Company to
         terminate this Agreement in accordance with Section 16 hereof and
         to bring an action for infringement of the rights of the Company in
         and to the Trademarks.

14.2     Patents And Copyrights. No rights or licenses are granted to
         ----------------------
         Distributor herein by the Company, expressly or by implication,
         under any patents or copyrights.
         (a)      The Company shall defend Distributor against any claim
                  that any Product provided by the Company hereunder
                  infringe any patent, copyright or other analogous right
                  enforceable in the Territory, and the Company shall pay
                  any resulting damages, costs and attorney's fees finally
                  awarded by a court or any resulting settlement agreed upon
                  by the Company, provided that Distributor promptly
                  notifies the Company in writing of the claim and, further
                  provided, that the Company has sole control of the defense
                  and of all related settlement negotiations.
         (b)      The Company's obligation under this Section is subject to
                  the condition that if any Product becomes, or in the
                  Company's opinion is likely to become, the subject of such
                  a claim, Distributor shall permit the Company, at its
                  option and expense, either to procure the right of
                  Distributor to continue marketing or using the item
                  involved or to replace or modify it so that it becomes
                  non-infringing. If neither of the foregoing alternatives
                  is available in terms which are reasonable in the
                  Company's sole judgment, Distributor hereby agrees that,
                  upon written request by the Company, Distributor shall
                  return the item involved to the Company. In such a case,
                  the Company agrees to grant a credit or refund to
                  Distributor for the amount of charges of the returned
                  Product, as well as any costs of return and applicable
                  taxes thereon.
         (c)      The Company shall have no obligation to Distributor for
                  any liability to third parties for any claim based upon
                  any alteration or modification of any Product or based
                  upon the combination, operation or use of any Product with
                  equipment, data or programming not supplied by the
                  Company.

     The foregoing states the entire obligation of the Company in regard of
     all intellectual property matters and Distributor shall have no right
     to act in the Company's name or on the Company's behalf, with respect
     to infringement of patents, copyrights or analogous rights relating to
     the Products.

                         SECTION 15. INDEMNIFICATION

15.1     Distributor Indemnification. In addition to damages for which
         ---------------------------
         Distributor may be liable under law or equity or under the terms of
         this Agreement or any other applicable agreements, and subject to
         the provisions of Section 15.4 - "Indemnification Procedure",
         below, Distributor shall indemnify, defend and hold the Company,
         its affiliates and all officers, directors, employees and agents
         thereof, harmless from and against any and all claims, liabilities,
         losses, damages, costs and expenses (including without limitation
         reasonable attorney's fees, expenses and settlement costs,
         including appeal proceedings) (collectively, "Damages"), which the
         Company or any of its Affiliates and all officers, directors,
         employees and agents thereof may at any time sustain or incur by
         reason of or in connection with any claim, demand or other action
         initiated by any person or entity, arising from,



<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 19 of 31

         related to or in any way connected with (i) Distributor's conduct
         under this Agreement and any other applicable agreements;
         (ii) Distributor's breach of this Agreement; (iii) Distributor's
         failure to comply with applicable laws and regulations; or
         (iv) Distributor's relations with anyone else, particularly regarding
         statements, representations or warranties made by Distributor not
         expressly authorized in writing by the Company hereunder. Furthermore,
         Distributor shall indemnify and hold the Company harmless from and
         against any and all claims, costs, damages and liabilities
         whatsoever asserted by any employee, agent, or representative of
         Distributor under any applicable termination, labor, social
         security or other similar laws and regulations.

         Distributor shall not be obliged to indemnify the Company from any
         such liability, loss, damage, cost or expense, to the extent that
         such liability, loss, damage, cost or expense was caused by any
         intentional or grossly negligent act or omission or
         misrepresentation, or by breach of obligations specified in this
         Agreement by the Company.

15.2     Company Indemnification. The Company hereby agrees to indemnify,
         -----------------------
         defend and hold harmless Distributor, its affiliates and all
         officers, directors, employees and agents thereof from all Damages
         arising out of: (i) the Company's material breach of this
         Agreement, or (ii) the Company's failure to comply with applicable
         laws and regulations in the U.S.

         The Company's liability hereunder will be limited as follows:
         (a)      Claims, Demands and Other Actions:
                  ---------------------------------
                  With respect to the claims, demands and other actions
                  referred to in Paragraph 15.1, above, to the extent that
                  any such claim, demand or other action relates to:
                  (1)      any Product sold by Distributor pursuant to any
                           agreement containing warranties or other
                           commitments which exceed those warranties
                           or commitments which the Company extends
                           hereunder, the Company's obligation to indemnify
                           Distributor shall be equal to the liabilities,
                           losses, damages, costs and expenses for which
                           Distributor would have been liable if the
                           agreement pursuant to which Distributor sold the
                           Product involved had not contained such
                           additional warranties or other commitments;
                  (2)      the failure by Distributor to deliver a Product
                           by a delivery date committed by the Company, the
                           Company's obligation to indemnify Distributor, if
                           any, shall not exceed the liabilities, losses,
                           damages, costs and expenses for which Distributor
                           would have been liable if the agreement pursuant
                           to which Distributor sold the Product involved
                           had contained provisions substantially identical
                           to those of Section 17.13. "Force Majeure",
                           hereof.
         (b)      Certain Distributor Actions:
                  ---------------------------
                  In any event, the Company shall not be obliged to
                  indemnify Distributor from any such liability, loss,
                  damage, cost or expense to the extent that such liability,
                  loss, damage, cost or expense was caused by any
                  intentional or grossly negligent act or omission or
                  misrepresentation, or by any breach of obligations
                  specified in this Agreement by Distributor.

15.3     Allocation of Expenses
         ----------------------
         In the event a claim is based partially on an indemnified claim
         described in Section 15.1 and/or Section 15.2, above, and partially
         on a non-indemnified claim, or is based partially on a claim
         described in Section 15.1, above, and partially on a claim
         described in Section 15.2, above, any




<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 20 of 31

         payments and reasonable attorney fees incurred in connection with
         such claims are to be apportioned between the Parties in accordance
         with the degree of cause attributable to each Party.

15.4     Indemnification Procedure
         -------------------------
         The liability of Distributor and of the Company under Section 15.1
         and Section 15.2, is subject to Distributor or the Company (as the
         case may be): (a) having promptly notified the other of any claim,
         demand or other action likely to give rise to a claim against the
         other; and (b) giving the other all freedom either to join the
         defense, or to direct such defense, with a right to come to a
         settlement if the other so wishes.

                    SECTION 16. TERMINATION OF AGREEMENT

         Distributor or the Company may terminate this Agreement, prior to
         expiration, with or without cause pursuant to the terms of this
         Section 16. "Cause" for purposes of this Section is the breach by
         any of the Parties of a material term of this Agreement.

16.1     Termination by Distributor. If the Company materially breaches this
         --------------------------
         Agreement and if such breach remains uncured for thirty (30) days
         after Distributor gives the Company written notice of such breach,
         Distributor may terminate this Agreement for Cause by delivery of
         written notice of termination to the Company, effective thirty (30)
         days after the date of such notice. The Company may avoid
         termination by curing its breach to Distributor's satisfaction
         within the thirty- (30) day cure period.

16.2     Termination by the Company. The Company may terminate this
         --------------------------
         Agreement for Cause if Distributor materially breaches this
         Agreement, by delivering to Distributor written notice of
         termination, which shall become effective as follows:

         (a)      Upon Notice and Reasonable Cure Period: If the Company
                  --------------------------------------
                  terminates for Cause, the Company may, in the Company's
                  sole discretion, allow Distributor a reasonable time
                  period to cure its breach, if the Company believes such
                  breach is a curable breach. The Company's written notice
                  of termination will indicate the time period the Company
                  allows Distributor to cure its breach ("Cure Period"),
                  which may be thirty (30) days or such a longer period as
                  applicable law may require. Distributor may avoid
                  termination by curing its breach within such Cure Period
                  to the Company's satisfaction. If Distributor fails to
                  cure its breach within the Cure Period, this Agreement
                  shall terminate without further notice to Distributor
                  effective immediately upon the expiration of the Cure
                  Period, or as provided by applicable law.

                  Distributor's material breach of this Agreement which the
                  Company may find susceptible of cure include the
                  following: If Distributor (1) fails to substantially
                  comply with any of the terms and conditions of this
                  Agreement, other related agreements and forms attached
                  hereto and thereto; (2) fails to meet the minimum Quota
                  requirements within the specified period; (3) fails,
                  refuses or neglects to obtain the Company's prior written
                  approval or consent as required in this Agreement; (4)
                  fails, refuses, or neglects to promptly pay when due any
                  amounts Distributor may owe to the Company hereunder; (5)
                  fails to submit when due any reports, financial
                  information, or any other information or documents
                  required under this Agreement; (6) fails to observe or
                  maintain any of the standards or procedures the Company
                  prescribes herein or

<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 21 of 31

                  otherwise in writing; or (7) in the Company's sole
                  discretion, Distributor engages or has engaged in any
                  illegal, fraudulent, unfair or deceptive business practices.

         (b)      Upon Written Notice of Termination. If Distributor
                  ----------------------------------
                  materially breaches this Agreement, and the Company, in
                  its sole discretion, deems that Distributor's material
                  breach is incurable, the Company may terminate this
                  Agreement without affording Distributor any opportunity to
                  cure, by delivering to Distributor the Company's written
                  notice of termination which shall become effective
                  immediately upon delivery, or as required by applicable
                  law.

                  Distributor's incurable material breach of this Agreement
                  include the following: (1) If Distributor has falsely made
                  any of the representations and warranties set forth in
                  this Agreement, or knowingly maintains false books or
                  records or submits any false reports to the Company; or
                  (2) Distributor (and/or its principals) are convicted of a
                  felony, a fraud, a crime involving moral turpitude, or
                  found liable in a civil claim for fraud or any unfair or
                  deceptive act or practice; or (3) Distributor (and/or its
                  owners) purports to transfer any rights or obligations
                  under this Agreement or any interest in Distributor to a
                  third party, without the Company's prior written consent,
                  or (4) Distributor discloses or divulges, directly or
                  indirectly, any information the Company may provide to
                  Distributor as Company Confidential Information; or (5)
                  Distributor forfeits its legal right to do or to transact
                  business in the Territory; or (6) Distributor breaches any
                  terms hereof providing for immediate termination of this
                  Agreement; or (7) Distributor repudiates this Agreement.

         (c)      Automatic Termination. Subject to applicable law, this
                  ---------------------
                  Agreement and each and all rights granted to Distributor
                  hereunder shall immediately and automatically terminate
                  upon the occurrence of Distributor's insolvency,
                  bankruptcy, moratorium, dissolution, liquidation or
                  reorganization, or upon the occurrence of any other events
                  that in the Company's sole discretion may substantially
                  affect Distributor's ability to carry out its obligations
                  under this Agreement.

16.3     Upon termination or expiration of the term of this Agreement or any
         renewal thereof, neither Party shall have any further rights or
         obligations hereunder; provided, that, expiration or termination of
         this Agreement shall not relieve Distributor or the Company of
         their respective obligations incurred prior thereto and that any
         obligations, which by their nature extend beyond expiration or
         termination of a contract, such as those concerning intellectual
         property rights, indemnification and limitation of liabilities
         shall survive expiration or termination of this Agreement and
         remain in effect until fulfilled, and shall apply to the Parties'
         respective successors and assignees. Distributor hereby agrees that
         if the Company permits Distributor to perform certain activities
         after this Agreement expires or terminates, Distributor will do so
         under the terms of this Agreement.

16.4     Distributor and the Company agree that neither Distributor nor the
         Company will be liable for any claims or losses the other may incur
         by early termination of this Agreement in accordance with the
         provisions of this Section. Distributor hereby agrees that, in the
         event of termination or upon expiration of this Agreement, the
         Company shall have no obligation whatsoever to Distributor, or to
         any employee of Distributor, for compensation or for damages of any
         kind, whether on account of the loss by Distributor or such
         employee of present or prospective sales, investments, compensation
         or goodwill or otherwise.


<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 22 of 31

16.5     Distributor hereby agrees that no right or remedy conferred upon or
         reserved to the Company under this Agreement is exclusive of any
         other right or remedy provided or permitted by law or equity.

                    SECTION 17. MISCELLANEOUS PROVISIONS

17.1     Prior Agreements. This Agreement contains the entire agreement of
         ----------------
         the Parties with respect to the subject matter hereof and shall
         cancel and supersede, as of the date this Agreement is signed by
         both Parties, any prior agreements written or oral between the
         Parties or their respective legal predecessors with respect to the
         subject matter covered by this Agreement.

17.2     Geographic Scope. All of Distributor's rights under this Agreement
         ----------------
         are valid only in the Territory.

17.3     Governing Law. This Agreement shall be governed by and construed in
         -------------
         accordance with the internal laws of the State of Florida, United
         States of America, applicable to agreements made and to be
         performed entirely within Florida, without regard to the conflicts
         of law principles of such State. Distributor acknowledges,
         represents and warrants that it is aware of the laws of the State
         of Florida, and has been duly advised and willfully chooses the
         laws of the State of Florida as the governing law for this
         Agreement.

         The Parties hereby agree that neither the "United Nations
         Convention on Contracts for the International Sale of Goods", nor
         the Convention on the Limitation Period in the International Sale
         of Goods and the Protocol amending such Convention, done at Vienna
         April 11, 1980, shall govern the rights, duties and obligations of
         the Parties under this Agreement.

17.4     Jurisdiction; Consent to Service of Process
         -------------------------------------------

         (a)      Both of the Parties hereby irrevocably and unconditionally
                  submit, for themselves and their property, to the
                  jurisdiction of any court of the State of Florida sitting
                  in Palm Beach County, Florida, or any Federal court of the
                  United States of America sitting in the Southern District
                  of the State of Florida, and any appellate court from any
                  such court, in any suit, action or proceeding arising out
                  of or relating to this Agreement, or for recognition or
                  enforcement of any judgment, and each of the Parties
                  hereto hereby irrevocably and unconditionally agrees that
                  all claims in respect of any such suit, action or
                  proceeding may be heard and determined in such State of
                  Florida court or Federal court. It shall be a condition
                  precedent to each Party's right to bring any such suit,
                  action or proceeding that such suit, action or proceeding,
                  in the first instance, be brought in such State of Florida
                  court or, to the extent permitted by law, in such Federal
                  court (unless such suit, action or proceeding is brought
                  solely to obtain discovery or to enforce a judgment), and
                  if each of such State of Florida court and such Federal
                  court refuses to accept jurisdiction with respect thereto,
                  such suit, action or proceeding may be brought in any
                  other court of competent jurisdiction. No Party to this
                  Agreement may move to (1) transfer any such suit, action
                  or proceeding from such State of Florida court or any
                  Federal court of the United States of America sitting in
                  the State of Florida, to another jurisdiction, (2)
                  consolidate any such suit, action or proceeding brought in
                  such State of Florida court or Federal court with a suit,
                  action or proceeding in another jurisdiction, or (3)
                  dismiss any such suit or proceeding brought in such State
                  of Florida court


<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 23 of 31

                  or any Federal court of the United States of America sitting
                  in the State of Florida, for the purpose of bringing the
                  same in another jurisdiction. Each Party agrees that a
                  final judgment in any such suit, action or proceeding
                  shall be conclusive and may be enforced in any other
                  jurisdiction by suit on the judgment or in any other
                  manner provided by law.

         (b)      Each of the Parties hereby irrevocably and unconditionally
                  waives, to the fullest extent it may legally and
                  effectively do so, any objection which it may now or
                  hereafter have to the laying of venue of any suit, action
                  or proceeding arising out of or relating to this Agreement
                  in any State of Florida court sitting in Palm Beach
                  County, Florida, or any Federal court sitting in the
                  District of the State of Florida. Each of the Parties
                  --------
                  hereby irrevocably waives, to the fullest extent permitted
                  by law, the defense of an inconvenient forum to the
                  maintenance of such suit, action or proceeding in such
                  court and further waives the right to object, with respect
                  to such suit, action or proceeding, that such court does
                  not have jurisdiction over such Party.

         (c)      Each of the Parties, hereby irrevocably consents to
                  service of process in the manner provided for notices in
                  Section 17.6 hereof. Nothing in this Agreement will affect
                  the right of either Party to this Agreement to serve
                  process in any other manner permitted by law.

17.5     Assignment. This Agreement and the rights and obligations hereunder
         ----------
         may not be assigned, delegated or transferred by either Party
         without the prior written consent of the other Party; provided,
         however, that Distributor's consent shall not be required with
         respect to any assignment, delegation or transfer by the Company to
         any entity providing financing to the Company, to another division
         of the Company or to any affiliate of the Company or division of
         such affiliate. This Agreement shall inure to the benefit of the
         permitted successors and assigns of the Company. For the purposes
         of this Agreement, "affiliate" shall mean any company, natural
         person, partnership or other business entity controlled by, under
         common control with or controlling either Party to this Agreement.

17.6     Notices. Notices and other communications provided for herein shall
         -------
         be in writing and shall be delivered by hand or overnight
         international courier service, sent by graphic scanning or other
         telegraphic communication equipment available to both, the sending
         Party and the receiving Party, as follows:

         If to Distributor:

                  __________________________________

                  __________________________________

                  __________________________________

                  Facsimile No.: ___________________

                  Attention: _______________________


<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 24 of 31

         If to the Company:

                  VeriChip Corporation
                  400 Royal Palm Way, Ste. 410
                  Palm Beach, FL 33480
                  United States of America
                  Facsimile No.: (561) 805-8001
                  Attention: President

         All notices and other communications given to either Party hereto
         in accordance with the provisions of this Agreement shall be deemed
         to have been given on the date of delivery if delivered by hand or
         overnight courier service or on the first business day if sent by
         telex, graphic scanning or other telegraphic communications
         equipment available to both the sender and the receiver, or on the
         date five (5) business days after dispatch by certified or
         registered mail if mailed, in each case delivered, sent or mailed
         (properly addressed) to such Party as provided in this Section
         17.6, or in accordance with the latest unrevised direction from
         such Party given in accordance with this Section.

17.7     Amendments. Except as provided elsewhere herein, this Agreement can
         ----------
         be modified only by a specific written agreement duly signed by
         persons authorized to sign agreements on behalf of Distributor and
         the Company.

17.8     Publicity. Distributor agrees that any publicity or advertising
         ---------
         which shall be released by Distributor in which the Company is
         identified in connection with the Products shall be in accordance
         with the terms of this Agreement and with such information or data
         as the Company may, from time to time, furnish to Distributor for
         such purposes. Copies of all such publicity and advertising shall
         be forwarded to the Company for its prior written approval.

17.9     Severability. If any provision of this Agreement shall be held by a
         ------------
         court or other tribunal of competent jurisdiction to be invalid,
         illegal or unenforceable, or shall be required to be modified, the
         validity, legality and enforceability of the remaining provisions
         shall not be affected or impaired thereby.

17.10    Counterparts. This Agreement may be executed in any number of
         ------------
         counterparts, each of which will be deemed an original but all of
         which when taken together will constitute one and the same
         contract, and shall become effective when one or more such
         counterparts have been signed by each of the Parties and delivered
         to the other Party.

17.11    Waiver. The waiver by either Party of any instance of the other
         ------
         Party's non-compliance with any obligation or responsibility herein
         shall not be deemed a waiver of the waiving Party's remedies for
         such non-compliance in the future.

17.12    Time Limit On Actions. No action, regardless of form, arising out
         ---------------------
         of this Agreement may be brought by either Party more than two (2)
         years after the cause of action has occurred; provided, however,
         that this paragraph shall not apply to actions involving patents,
         copyrights, Trademarks or tradenames, Company Confidential
         Information, or actions to compel Distributor, after termination or
         expiration of this Agreement, to cease representing itself as a
         distributor of the Company.



<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 25 of 31

17.13    Force Majeure. Neither Party shall be liable for failure to perform
         -------------
         or delay in performing any obligation under this Agreement, except
         the obligation to make payments when due, if such failure or delay
         is due to force majeure, including, but not limited to, war,
         embargo, riot, insurrection, sabotage or other civil unrest; fire,
         explosion, flood or other natural disaster; accident or breakdown
         of machinery; unavailability of fuel, labor, containers, or
         transportation facilities; accidents of navigation, breakdown or
         damage of vessels or other conveyances for air, land or sea; other
         impediments or hindrances to transportation; strike or other labor
         disturbances; government restraints or any other cause beyond the
         control of the affected party; provided, however, that the Party so
         failing to perform shall (i) as soon as possible, inform the other
         Party of the occurrence of the circumstances preventing or delaying
         the performance of its obligations, and describe at a reasonable
         level of detail the circumstances causing such delay, and (ii)
         exert reasonable efforts to eliminate, cure or overcome any of such
         cases and to resume performance of its covenants with all possible
         speed. In such event, the non-performing Party will be excused from
         any further performance or observance of the obligation(s) so
         affected for as long as such circumstances prevail and such Party
         continues to use its best efforts to recommence performance or
         observance whenever and to whatever extent possible without delay.
         In the event that, by operation of law or governmental decree, it
         becomes illegal to market and sell a Product in the Territory,
         Distributor shall be relieved of its obligations under this
         Agreement (other than the obligation to make any payment due
         hereunder) only to the extent that they relate to such Product. Any
         Party so delayed in its performance will be under no liability for
         loss or damages suffered by the other Party thereby.

         Either Party may convene a meeting between the Parties to discuss
         the force majeure and its effect on any obligation under this
         Agreement. The Parties shall seek to modify the relevant provisions
         in order to accommodate the circumstances caused by the force
         majeure. If the Parties fail to agree on such modifications within
         thirty (30) calendar days after notice of the force majeure is
         delivered, either Party may terminate this Agreement by written
         notice to the other Party. Such termination shall be effective
         thirty (30) calendar days after the date of the written notice.

17.14    WAIVER OF JURY TRIAL
         --------------------

         EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
         WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
         RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
         DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
         THIS AGREEMENT, OR ANY DOCUMENT CONTEMPLATED TO BE EXECUTED OR
         DELIVERED IN CONJUNCTION HEREWITH. EACH PARTY HERETO (1), CERTIFIES
         THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS
         REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD
         NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
         WAIVER AND (2), ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO
         HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
         THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

17.15    Section Headings. The section headings contained herein are for
         ----------------
         convenience of reference only and shall not be used in construing
         this Agreement.



<PAGE>
<PAGE>
                                              MASTER NON-EXCLUSIVE FORM
                                              -------------------------
                                        REVISED DRAFT - August 30, 2002
                                                          Page 26 of 31

                         SECTION 18. SPECIFIC TERMS

18.1     Specific Terms Applicable To Distributor:
         ----------------------------------------


         Distribution Agreement Number ______________________
         Territory: Exclusive Distributorship SPAIN, CHILE,
         ARGENTINA, PARAGUAY, URUGUAY
         Agreement Effective Date: 28 AUGUST 2003
         [Date this Agreement is accepted by the Company,
         as shown below by the signature of the Company's
         representative].
         Duration:         60 months from Effective Date
                           -----------------------------
         Products:         See EXHIBIT "B", hereto.
                           -----------------------

         IN WITNESS WHEREOF, the Parties hereto have caused this
         Agreement to be signed by their duly authorized
         representatives on the date written below.

WITNESSES:                            DISTRIBUTOR:

                                      Metro Risk Mgmt Group LLC
                                      ---------------------------------------

                                      a LLC organized and existing
                                        ---
                                      under the laws of UNITED STATES:
                                                        -------------



Name:                                 By: /s/ Mark Bartel
     ---------------------------         ----------------------------------

Address:                              Name: Mark Bartel
         -----------------------           --------------------------------

Date:                                 Title: CEO
      --------------------------             ------------------------------

                                      Date:  08/03/03
                                             ------------------------------

Name:
     ---------------------------

Address:
         -----------------------

Date:
       -------------------------


                                      ACCEPTED BY THE COMPANY,
WITNESSES:                            VERICHIP CORPORATION, a
                                      Delaware Corporation, on the date
                                      shown below:



Name:                                 By: /s/Keith Bolton
     ---------------------------         ----------------------------------

Address:                              Name: Keith Bolton
         -----------------------           --------------------------------

Date:                                 Title: President
     ---------------------------             ------------------------------

                                      Date: 08/03/03
                                            -------------------------------

Name:
     ---------------------------

Address:
         -----------------------

Date:
      --------------------------

<PAGE>
<PAGE>

                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 27 of 31







                                 EXHIBIT "A"

                     FORM OF PURCHASE ORDER FOR PRODUCTS
                          (Check the Current Form)



<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 28 of 31





                        EXHIBIT "B"

                         PRODUCTS
_________________________________________________________

VERICHIP SMART CARDS PLD Rights to

_________________________________________________________


_________________________________________________________


_________________________________________________________


_________________________________________________________


_________________________________________________________


_________________________________________________________


AGREED TO AND ACCEPTED ON THIS 03 DAY OF SEPTEMBER, 2003, BY:

DISTRIBUTOR:                                   THE COMPANY:
Metro Risk Mgmt Group, LLC                     VERICHIP CORPORATION
-----------------------------------            a Delaware corporation:
a LLC organized and existing under
  ---
the laws of Florida
            -------


By:  /s/Mark Bartel                            By: /s/Keith Bolton
   ---------------------------------              ----------------------------
Name: Mark Bartel                              Name: Keith Bolton
     -------------------------------                --------------------------
Title: CEO                                     Title: President
      ------------------------------                 -------------------------


<PAGE>
<PAGE>

                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 29 of 31





                                 EXHIBIT "C"

                                 PRICE LIST

1. MICROCHIPS $70

2. SCANNERS $625
   -------------

<FN>
         *The above pricing is good for current version of the tags only.
         Future versions will be subject to new pricing, as determined by
         the Company from time to time.

3.       Price of Products shall be as determined by the Company from
         time to time.

4.       The Company, may from time to time and in its own discretion,
         increase the sales price of a Product without previous notice
         and without any liability to Distributor, subject to the
         provisions of Section 8.3 of this Agreement.


AGREED TO AND ACCEPTED ON THIS 03 DAY OF September, 2003, BY:
                               --        ---------  ----

DISTRIBUTOR:                                   THE COMPANY:
Metro Risk Mgmt Group                          VERICHIP CORPORATION,
-----------------------------------            a Delaware corporation:
a LLC organized and existing under
  ---
the laws of UNITED STATES
            -------------


By:  /s/Mark Bartel                            By: /s/Keith Bolton
   ---------------------------------              ----------------------------
Name: Mark Bartel                              Name: Keith Bolton
     -------------------------------                --------------------------
Title: C.E.O.                                  Title: President
      ------------------------------                 -------------------------



<PAGE>
<PAGE>
                                       EXCLUSIVE DISTRIBUTION AGREEMENT
                                       --------------------------------
                                       REVISED DRAFT - November 4, 2002
                                                          Page 30 of 31



                                 EXHIBIT "D"

                             QUOTA REQUIREMENTS

During the Term of this Agreement, Distributor shall make the following
minimum purchases of Products:

2003 1,000 microchips 70 scanners
-------------------------------------------------------------------
2004 2,000 microchips 150 scanners
2005 5,000 microchips 250 scanners
2006 10,000 microchips 500 scanners
-------------------------------------------------------------------
      2007 15,000 microchips scanners
-----------------------------------------

Distributor's failure to meet its Quota requirements shall be
a material breach of this Agreement.



AGREED TO AND ACCEPTED ON THIS 03 DAY OF September, 2003, BY:
                               --        ---------  ----

DISTRIBUTOR:                                   THE COMPANY:
Metro Risk Mgmt Group LLC                      VERICHIP CORPORATION,
-----------------------------------            a Delaware corporation:
a LLC organized and existing under
  ---
the laws of UNITED STATES
            -------------


By:  /s/Mark Bartel                            By: /s/Keith Bolton
   ---------------------------------              ----------------------------
Name: Mark Bartel                              Name: Keith Bolton
     -------------------------------                --------------------------
Title: CEO                                     Title: President
      ------------------------------                 -------------------------


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                                                          Page 31 of 31




                                 EXHIBIT "E"

                                  TERRITORY

THE COUNTRIES OF ARGENTINA, CHILE, PARAGUAY, URUGUAY,
-----------------------------------------------------
SPAIN AND FIRST RIGHT OF REFUSAL OF CANADA
------------------------------------------

AGREED TO AND ACCEPTED ON THIS 20TH DAY OF AUGUST, 2003, BY:

DISTRIBUTOR:                                   THE COMPANY:
Metro Risk Management LLC,                     VERICHIP CORPORATION,
an American Corporation duly organized         a Delaware corporation:
and existing under the laws of the
United States:

By:  /s/Mark Bartel                            By: /s/Keith Bolton
   ---------------------------------              ----------------------------
Name: Mark Bartel                              Name: Keith Bolton
     -------------------------------                --------------------------
Title: CEO                                     Title: President
      ------------------------------                 -------------------------

Date: August 20, 2003                          Date: August 20, 2003