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Exhibit 10.1
Agreement with Lam Ko Chau

                    EMPLOYMENT AND NON-COMPETITION AGREEMENT

     This AGREEMENT,  effective as of the 21st day of April 2004, is made by and
     between Liska Biometry,  Inc., a Florida  corporation (the "Company"),  and
     Lam Ko Chau, a resident of the province of Ontario (the "Executive").

                                            RECITALS

         A.       The Company is in the  business of  developing  a Finger Print
                  Biometrics business (the "Business");

         B.       The Company desires to retain the services of the Executive;

         C.       The Executive is willing to be employed by the Company; and

         D.       The  parties  hereto  desire to enter into this  Agreement  in
                  order to set  forth the  respective  rights,  limitations  and
                  obligations of both the Company and the Executive with respect
                  to  the   Executive's   employment   with  the  Company,   the
                  Confidential  Information,  the  Discoveries,  and  the  other
                  matters set forth herein.

         NOW THEREFORE,  in  consideration of the employment of the Executive by
the Company,  the compensation paid to the Executive and the Company  continuing
to  provide  Confidential  Information  to the  Executive,  as well as the other
mutual  promises  and  consideration  hereinafter  contained,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.       Term.

Subject to the provisions for termination  hereinafter provided, the Executive's
employment  hereunder  shall  commence  on the first day of the month  after the
Company receives  funding in the amount of US$ 100,000 (the  "Employment  Date")
and unless otherwise extended,  end one year after the Employment Date commences
(the  "Contract  Termination  Date").  The  Contract  Termination  Date shall be
automatically  extended for a successive  one (1) year period at the end of each
contract year unless the Board of Directors of the Company (the  "Board")  shall
give  contrary  notice to the  Executive,  pursuant  to the terms of  Section 11
below,  at least ninety (90) days prior to the end of the each contract year. In
the event that the Company does not receive funding in the amount of $100,000 on
or before December 31, 2004, this agreement shall become null and void.

2.       Position and Duties.

         During   the   Employment   Term,   the   Executive   shall   serve  as
President/Chief  Executive  Officer.  The Executive will report to the Company's
Board of Directors as required by law and by the Company's  governance policy in
effect from time to time, and perform such  employment  duties,  consistent with
his position,  as specified in the Job Description..  The Executive shall devote
his full productive time, energy and ability to the proper and efficient conduct
of the Company's  business.  The Executive may only devote reasonable periods of
time to  service  as a  Director  of other  businesses,  with the prior  written
approval and consent of the Board of Directors,  to the extent that such service
does not interfere with the performance of his obligations hereunder. Similarly,
the Executive may engage in such charitable or community activities as shall not
interfere with the performance of his obligations hereunder. The Executive shall
observe  and comply with all lawful and  reasonable  rules of conduct set by the
Board for executives of the Company, and shall endeavor to promote the business,
reputation and interests of the Company.


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3.       Compensation.

(a)      Base Compensation.

         As defined in further  detail  below,  during the  Employment  Term the
         Company shall pay the Executive a Base Compensation,  subject to annual
         review, as the Board, in its sole discretion,  may determine.  The Base
         Compensation  shall be paid in Canadian  Dollars in accordance with the
         Company's normal payroll  practices.  The Base Compensation paid to the
         Executive shall be seventy three thousand (C$ 73,000) per year, payable
         bi-weekly in arrears.

         Other Compensation.

         (i)      Annual  Bonus:  The  Executive  shall be eligible to receive a
                  Performance  Bonus (the  "Bonus") for the  achievement  of the
                  performance  goals as determined  by the Board,  and dependent
                  upon the  financial  performance  of the  Company.  The annual
                  bonus  may be paid in cash,  free  trading  stock,  restricted
                  stock, or a combination thereof.

         (ii)     The  Executive  shall be granted  100,000 free trading  shares
                  upon signing of this agreement.

         (iii)    The  Executive  shall be  granted  500,000  restricted  common
                  shares upon signing of this  agreement.  The Executive and the
                  Company  acknowledge  that these  restricted  shares of common
                  stock  have no fair  market  value at this time.  The  Company
                  cannot  guarantee  that  this  situation  will  change  in the
                  foreseeable future. The Executive  acknowledges that he has no
                  claim on the Company for any  valuation of  restricted  common
                  shares  received  in  this  regard.  In the  event  that it is
                  conclusively  determined by Canada  Customs and Revenue Agency
                  or the Ontario Ministry of Revenue that this  compensation has
                  consequences  that are materially  adverse to the interests of
                  the   Executive,   the   Executive  may  elect  to  waive  his
                  entitlement to such shares with retroactive  effect,  in which
                  case the Company  shall award the Executive an equal number of
                  stock  options  under the  prevailing  terms of the  Company's
                  Employee  Stock Option Plan at an exercise  price equal to the
                  value  established  by the  Company's  Board of  Directors  to
                  represent fair value of the shares as of the date of execution
                  of this agreement.

         (iv)     The Executive  shall be eligible to participate in any Company
                  incentive plan  established by the Company under the terms and
                  conditions of the Plan.

(b)      Expenses.

         The Executive shall be entitled to receive prompt reimbursement for all
         reasonable  business  expenses  (exclusive of any  commuting  expenses)
         incurred by him in the course of his employment by the Company.

(c)      Other Benefits.

         (i)  Insurance:  The Executive  shall be entitled to  participate in or
         receive  benefits on the same basis as other executive  officers of the
         Company under any employee benefit plans and arrangements applicable to
         senior   management   including  life  insurance  plans,   pension  and
         profit-sharing  plans,  medical  and  health  plans or  other  employee
         welfare benefit plans,  annual paid vacation,  sick leave, sick pay and
         short-term and long-term disability benefits and holidays, as in effect
         from time to time.

         (ii)  Vacation:  The  Executive  shall be entitled to receive three (3)
         weeks of paid vacation per contract year, which shall accrue from April
         1, 2003 to  recognize  the efforts of the  executive in the founding of
         the  Company's  business.  Such  vacation  days shall accrue and become
         vested on the  first  anniversary  day of each  year of the  Employment
         Term.  This benefit shall be reviewed by the Board of Directors and the
         Executive from time to time and increased when appropriate.

         (iii)  Holidays:  The  Executive  shall be entitled  to the  designated
         Company holidays.

4.       Termination.


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         The Executive's employment by the Company pursuant hereto is subject to
termination during the Employment Term as follows:

         (a) Death.  The Executive's  employment  hereunder shall terminate upon
his death. In such event,  the Executive's  Base  Compensation  and any prorated
amount of the Bonus,  if any, shall be paid through the date of the  Executive's
death.  Eligibility  for all other  benefits shall be determined by the terms of
any applicable plan or program.

         (b)  Disability.  The Company may, by written  notice to the Executive,
terminate  the  Executive's  employment  if,  as a  result  of  the  Executive's
incapacity  due to physical or mental  illness,  the  Executive  shall have been
absent from his duties hereunder for ninety (90) consecutive days or for a total
of one  hundred  eighty  (180)  days in any three  hundred  sixty five (365) day
period  (the  "Disability  Period").  In the  event  of  such  termination,  the
Executive  shall  receive  the same  benefits  payable  in the  event of  death;
provided  however that, if the Company  should adopt a disability  policy at any
time during the Employment Term, the terms of such policy shall govern.

         (c)  Termination  by the  Company  for Cause or  Executive's  Voluntary
Termination.  The  Company  shall  be  entitled  to  terminate  the  Executive's
employment  at any time,  by written  notice to the  Executive,  for  Cause,  as
defined herein:

                  (i) fraud or embezzlement on the part of the Executive;

                  (ii)  conviction of or the entry of a plea of nolo  contendere
         by the  Executive  to any  felony  or  other  crime  of  fraud or moral
         turpitude;

                  (iii)  any  act of  willful  or  negligent  misconduct  by the
         Executive  which is either  intended to result in substantial  personal
         enrichment of the Executive at the expense of the Company or any of its
         subsidiaries  or  affiliates,  or has a material  adverse impact on the
         business or  reputation  of the  Company,  any of its  subsidiaries  or
         affiliates,  or directors or other officers (such  determination  to be
         made by the Company's  Board of Directors in the good faith exercise of
         its reasonable judgment); or

         In  the  event  of  termination  for  Cause,   the   Executive's   Base
Compensation  and other  benefits  shall be paid through the Date of Termination
(as  hereafter  defined),  and the  Executive  shall have no  further  rights to
compensation or benefits other than as determined by the terms of any applicable
plan or program.  The Executive  shall not be eligible to receive any portion of
his Annual Bonus.

         The Executive may terminate his employment hereunder voluntarily at any
time with ninety  (90) day's  written  notice to the Board.  In the event of the
Executive's  voluntary  termination,  the Executive shall be entitled to receive
his Base  Compensation and prorated Bonus, if any, and benefits through the Date
of Termination.

         (d) Without Cause. The Company may terminate the Executive's employment
at any time by giving written notice to the Executive of its intent to terminate
this Agreement without Cause. In such event:

                           (i)   the   Executive   shall   be  paid   his   Base
Compensation,  any prorated  Bonus and other  benefits to which the Executive is
entitled  for the  remainder  of the  Employment  Term,  provided  that the Base
Compensation  shall  represent  not less than 3 months  pay in lieu of notice of
termination;

                           (ii) all stock  options held by the  Executive  under
any stock option plan of the Company shall become fully  exercisable,  and shall
remain  exercisable  for a period of 180 days following the Date of Termination;
and

                           (iii) the  Executive  shall have such other rights in
respect of any incentive,  other compensation plan or benefit plan or program as
may be set forth in such plan or program.

         (e) Change in  Control.  Notwithstanding  any other  provision  of this
Agreement,  should a "change in control" occur, the Employee, at his sole option
and  discretion,  may terminate his employment  under this Agreement at any time
within one (1) year after such change of control  upon fifteen (15) days notice.

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In the event of such termination,  Company shall pay to the Employee a severance
payment  ("Severance  Payment")  equal to three  (3)  times  the base  amount as
defined in  paragraph  3(a) above.  The amount  determined  under the  foregoing
provisions  of this  Section  4(e)  shall be payable no later than one (1) month
after the effective date of the Employee's  termination of employment.  A change
in control means: the  acquisition,  without the approval of the Company's board
of directors, by any person or entity, other than Company or a "related entity,"
of more than twenty percent (20%) of the outstanding  shares of Company's voting
common  stock  through  a  tender  offer,  exchange  offer  or  otherwise;   the
liquidation or dissolution of the Company  following a sale or other disposition
of all or substantially  all of its assets; a merger of consolidation  involving
the  Company  which  results  in the  Company  not  being the  surviving  parent
corporation; or any time during any two-year (2) period in which individuals who
constituted  the board of  directors  of Company at the start of such period (or
whose  election was approved by at least  two-thirds  of the then members of the
board of  directors  of Company  who were  members at the start of the  two-year
period) do not  constitute at least fifty (50%) of the board of  directors,  for
any reason. A related entity is the parent, a subsidiary or any employee benefit
plan  (including  a trust  forming  a part of  such a  plan)  maintained  by the
Company, its parent or a subsidiary.

         (f) Date of Termination.  The date upon which a termination pursuant to
this Section 4 becomes  effective  (the "Date of  Termination"  or  "Termination
Date") shall be: the date upon which the party  terminating this Agreement gives
the other party written notice thereof in accordance with Section 11 hereof.

5.       Confidential Information.

         (a) The Executive  recognizes  that the services to be performed by him
hereunder  are  special,  unique and  extraordinary  and that,  by reason of his
employment  with  the  Company,  he may  acquire  Confidential  Information  (as
hereinafter  defined)  concerning  the  operation  of the  Company,  the  use or
disclosure  of which would cause the Company  substantial  loss and damage which
could  not be  readily  calculated  and for  which  no  remedy  at law  would be
adequate.  Accordingly,  the  Executive  agrees  that he will not  (directly  or
indirectly) at any time, whether during or after the Employment Term:

                           (i)  knowingly use for an improper  personal  benefit
any  Confidential  Information that he may learn or has learned by reason of his
employment with the Company; or

                           (ii) disclose any such  Confidential  Information  to
any person  except (A) in the  performance  of his  obligations  to the  Company
hereunder,  (B)  as  required  by a  court  of  competent  jurisdiction,  (C) in
connection with the enforcement of his rights under this Employment Agreement or
(D) with the prior consent of the Board.

         As used herein,  "Confidential  Information"  includes information with
respect  to the  Company's  facilities  and  methods,  trade  secrets  and other
intellectual  property,  systems,  patents and patent applications,  procedures,
manuals, confidential reports, financial information,  business plans, prospects
or  opportunities,  personnel  information  or lists of customers and suppliers;
provided,  however,  that such term shall not include any information that is or
becomes  generally  known  or  available  publicly  other  than as a  result  of
disclosure by the  Executive  which is not permitted as described in clause (ii)
above,  or the Company  discloses  to others  without  obtaining an agreement of
confidentiality.

         (b) The Executive  confirms that all  Confidential  Information  is the
exclusive  property of the Company.  All business records,  papers and documents
and electronic  materials kept or made by the Executive relating to the business
of the Company which comprise  Confidential  Information shall be and remain the
property of the Company during the Employment Term and at all times  thereafter.
Upon the  termination of his employment  with the Company or upon the request of
the Company at any time, the Executive  shall  promptly  deliver to the Company,
and,  without the express  consent of the Board,  shall  retain no copies of any
written or electronic materials,  records and documents made by the Executive or
coming into his possession concerning the business or affairs of the Company and
which comprise Confidential Information.

         (c) The  Executive  shall  keep the  terms of this  Agreement  strictly
confidential,  other than as may be necessary to enforce his rights hereunder or
as  otherwise  required  by law, or for estate  planning  or personal  financial
reasons.

6.       Non-Competition.


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         (a) During the  Employment  Term and for a period of one (1) year after
the Termination Date (the "Restricted Period"), the Executive shall not directly
or  indirectly,  for his own account or for the  account of others,  serve as an
officer, director,  stockholder, owner, partner, employee, promoter, consultant,
advisor,   manager  or  otherwise  participate  in  the  promotion,   financing,
ownership,  operation,  or  management  of, or  assist in or carry on  through a
proprietorship,  corporation,  partnership  or other form of business  entity or
otherwise  that intends to compete  against the Company or any of its affiliates
or customers.

         Nothing in this Section 6 shall  prohibit the Executive  from acquiring
or  holding  any  issue  of  stock  or  securities  of any  Person  that has any
securities registered under Section 12 of the Exchange Act, listed on a national
securities  exchange or quoted on the automated quotation system of the National
Association of Securities  Dealers,  Inc. so long as the Executive is not deemed
to be an  "affiliate"  of such Person as such term is used in paragraphs (c) and
(d) of Rule 145 under  the  Securities  Act and the  Executive,  members  of his
immediate family, or persons under his control do not own or hold more than five
percent (5%) of any voting securities of any such Person.

         (b) During the Restricted  Period, the Executive shall not, whether for
his own account or for the account of any other person (excluding the Company):

                  (i)  solicit or contact in an effort to do  business  with any
         person who was a customer or a potential customer of the Company during
         the term of this  Agreement,  or any  affiliate of any such person,  if
         such solicitation or contact is for the purpose of competition with the
         Company;

                  (ii) solicit or induce any of the Company's employees to leave
         their  employment  with the  Company or accept  employment  with anyone
         except the Company; or

                  (iii)  interfere in a similar  manner with the business of the
         Company.

     Nothing herein shall prohibit or preclude the Executive from performing any
     other types of  services  that are not  precluded  by Section 6 (a) for any
     other Person.

     (c) The Executive has carefully  read and considered the provisions of this
     Section 6 and,  having done so, agrees that the  restrictions  set forth in
     this Section 6 (including  the Restricted  Period,  scope of activity to be
     restrained  and the  geographical  scope) are fair and  reasonable  and are
     reasonably required for the protection of the interests of the Company, its
     officers, directors,  employees,  creditors and shareholders. The Executive
     understands that the restrictions contained in this Section 6 may limit his
     ability to engage in a  business  similar to the  Company's  business,  but
     acknowledges that he will receive  sufficiently high remuneration and other
     benefits from the Company hereunder to justify such restrictions.

     7. Inventions.

     (a) Disclosure of Inventions:  The Executive shall promptly disclose to the
     Company (or any persons  designated by it) all  discoveries,  developments,
     designs,  improvements,   inventions,   blueprints,   formulae,  processes,
     techniques,  computer  programs,  strategies,  and  data,  whether  or  not
     patentable or  registerable  under copyright or similar  statutes,  made or
     conceived or reduced to practice or learned by the Executive,  either alone
     or  jointly  with  others,  during  the period of  employment  that  result
     directly  from tasks  assigned to the  Executive  by the Company and relate
     specifically to the Business or result from the use of premises or property
     (including  computer systems and engineering  facilities) owned,  leased or
     contracted for by the Company (all such discoveries, developments, designs,
     improvements,   inventions,   formulae,  processes,   techniques,  computer
     programs,  strategies,   blueprints,  know-how  and  data  are  hereinafter
     referred to as "Inventions").  The Executive will also promptly disclose to
     the Company,  and the Company hereby agrees to receive all such disclosures
     in confidence, all other discoveries,  developments, designs, improvements,
     inventions, formulae, processes, techniques, computer programs, strategies,
     blueprints  and data,  whether  or not  patentable  or  registerable  under
     copyright or similar statutes,  made or conceived or reduced to practice or
     learned by the Executive,  either alone or jointly with others,  during the
     period of employment for the purpose of determining whether they constitute
     "Inventions", as defined above.

     (b) Ownership of Inventions.


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         (i) All  Inventions  shall be the sole  property of the Company and its
     assigns,  and the Company  and its  assigns  shall be the sole owner of all
     patents,  copyrights,  trademarks and other rights in connection therewith.
     The  Executive  does hereby  assign to the Company any rights the Executive
     may have or acquire in such  Inventions.  The  Executive  shall  assist the
     Company (at the  Company's  expense) in obtaining  and,  from time to time,
     enforcing patents, copyrights,  trademarks and other rights and protections
     relating to said  Inventions in any and all  countries.  The Executive will
     execute  all  documents  necessary  to apply for and obtain  such  patents,
     copyrights, trademarks and other rights and protections on such Inventions,
     as the Company may request,  together with any  assignments  thereof to the
     Company or persons  designated by it. The Executive's  obligation to assist
     the Company in obtaining and enforcing patents, copyrights,  trademarks and
     other rights and  protections  relating to such  Inventions  shall continue
     beyond the termination of employment,  but the Company shall compensate the
     Executive at a reasonable rate after the Executive's termination,  for time
     actually  spent  by  the  Executive  at  the  Company's   request  on  such
     assistance.

         (ii) In the event the Company is unable,  after reasonable  effort,  to
     secure the  Executive's  signature on any  document or documents  needed to
     apply for or prosecute  any patent,  copyright or other right or protection
     relating to an Invention,  for any reason  whatsoever,  the Executive  does
     hereby  irrevocably   designate  and  appoint  the  Company  and  its  duly
     authorized  officers and agents as his agent and  attorney-in-fact,  to act
     for  and on his  behalf  to  execute  and  file  any  such  application  or
     applications  and to do all other  lawfully  permitted  acts to further the
     prosecution  and  issuance of patents,  copyrights  or similar  protections
     solely with respect to  Inventions  with the same legal force and effect as
     if executed by the  Executive  and the  Executive  does ratify,  affirm and
     approve all such lawfully permitted acts accordingly.

8.   Specific Performance.

         The  Executive  acknowledges  that a  breach  of  any of the  covenants
contained in this  agreement may result in material,  irreparable  injury to the
Company  for  which  there is no  adequate  remedy  at law,  that it will not be
possible to measure  damages for such injuries  precisely and that, in the event
of such a breach, any payments remaining under the terms of this Agreement shall
cease and the Company,  without posting any bond,  shall be entitled to obtain a
temporary   restraining   order  and  a  preliminary  or  permanent   injunction
restraining  the  Executive  from  engaging  in  activities  prohibited  by this
agreement  or  such  other  relief  as may be  required  to  enforce  any of the
covenants contained in this agreement.

9.       Successors; Binding Agreement.

         (a) The Company will require any successor (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
the business or assets of the Company to  expressly  assume and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform if no such  succession  had taken  place.  Failure of the
Company to obtain such  assumption and agreement prior to the  effectiveness  of
any such succession  shall be a material  breach of this  Agreement.  As used in
this Employment  Agreement,  "Company" shall mean the Company as defined in this
Agreement and any successor to its business or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law, or otherwise.

         (b) This Agreement  shall inure to the benefit of and be enforceable by
the Executive's personal or legal  representatives,  executors,  administrators,
successors, heirs, distributees,  devisees and legatees. If the Executive should
die while any amount would still be payable to him hereunder if he had continued
to live, all such amounts,  unless otherwise  provided herein,  shall be paid in
accordance  with the terms of this  Agreement to the  Executive's  spouse or, if
there is no such spouse, to the Executive's  estate.  This Agreement is personal
to the Executive and may not be assigned by him.

10. Resignation as Officer and/or Director.

         In the event that the  Executive's  employment  is  terminated  for any
     reason whatsoever or the Executive  voluntarily  terminates his employment,
     the Executive agrees to resign immediately as an Officer and/or Director of
     Company.


<PAGE>

11.      Notice.

         For  the   purposes   of  this   Agreement,   notices   and  all  other
communications  provided for in this Agreement  shall be in writing and shall be
deemed to have been duly given when delivered by hand or mailed by United States
overnight express mail, or nationally  recognized private delivery service on an
overnight  basis,  return  receipt  requested,  postage  prepaid,  addressed  as
follows:

If to the Executive:       Lam Ko Chau
                           6066 Vineyard Drive
                           Ottawa, Ontario
                           (613) 837-1909
                           K1C 2M5

With copies to:            Virginia K. Sourlis
                           The Galleria
                           2 Bridge Avenue
                           Redbank, New Jersey 07701
                           Telephone: (732) 530-9007
                           Fax:  (732) 530-9008

If to the Company:         Liska Biometry, Inc.

         Notices may also be sent to such other address as either party may have
furnished to the other in writing in accordance herewith,  except that notice of
change of address shall be effective only upon receipt.

12. Arbitration of Disputes.

         Any  controversy  or claim arising out of or relating to this Agreement
or the breach hereof, other than an action brought by the Company for injunctive
or other  equitable  relief in the  enforcement  of the  Company's  rights under
Section  8 above,  in which  case such  action  may be  brought  in any court of
competent  jurisdiction,  shall be settled by arbitration in accordance with the
laws of the Province of Ontario by a single  arbitrator.  Such arbitration shall
be conducted in the City of Ottawa,  Ontario in accordance with the rules of the
ADR Institute of Canada. Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction  thereof. In the event that it shall
be necessary or desirable for the Executive to retain legal counsel and/or incur
other costs and expenses in connection with the enforcement of any or all of the
Executive's rights under this Agreement, the Company shall pay (or the Executive
shall  be  entitled  to  recover  from  the  Company,  as the  case  may be) the
Executive's  reasonable  attorneys' fees and other reasonable costs and expenses
in connection with the enforcement of said rights  (including the enforcement of
any arbitration  award in court) in the event that an arbitration  award is made
in favor of the Executive,  unless and to the extent that the arbitrators  shall
determine that under the circumstances  recovery by the Executive of all or part
of any such  fees and costs  and  expenses  would be  inequitable  or  otherwise
unjust.

     13. Attorneys' Fees.

      The prevailing party in any legal or arbitration proceedings brought by or
     against the other party to enforce any provision of this Agreement shall be
     entitled  to  recover  against  the  non-prevailing  party  the  reasonable
     attorneys' fees, court costs,  arbitration fees and other expenses incurred
     by the prevailing party.

     14. Representations and Warranties.

         The  Executive  hereby  represents  and warrants that he is willing and
     able to enter into this  Employment  Agreement  and to render his  services
     pursuant  hereto  and that  neither  the  execution  and  delivery  of this
     Employment Agreement, nor the performance of his duties hereunder, violates
     the provisions of any other agreement to which he is a party or by which he
     is bound.  It is further  provided that the Executive  shall  indemnify the
     Company for any and all damages and/or expenses (including attorney's fees)
     that may result from a breach of such representations.

     15. Expenses.


<PAGE>

         Each party shall pay its own expenses  incident to the  performance  or
     enforcement  of this  Agreement,  including  all fees and  expenses  of its
     counsel for all  activities  of such  counsel  undertaken  pursuant to this
     Agreement, except as otherwise herein specifically provided.

     16. Waivers and Further Agreements.

         Any  waiver  of any terms or  conditions  of this  Agreement  shall not
     operate as a waiver of any other breach of such terms or  conditions or any
     other term or  condition,  nor shall any failure to enforce  any  provision
     hereof  operate  as a waiver of such  provision  or of any other  provision
     hereof;  provided,  however, that no such written waiver, unless it, by its
     own terms,  explicitly  provides to the  contrary,  shall be  construed  to
     effect a continuing waiver of the provision being waived and no such waiver
     in any instance shall  constitute a waiver in any other instance or for any
     other  purpose or impair the right of the party against whom such waiver is
     claimed in all other  instances  or for all other  purposes to require full
     compliance  with  such  provision.  Each of the  parties  hereto  agrees to
     execute all such further  instruments  and  documents  and to take all such
     further  action  as the  other  party may  reasonably  require  in order to
     effectuate the terms and purposes of this Agreement.

     17. Amendments.

         This  Agreement  may not be  amended,  nor  shall any  waiver,  change,
     modification,  consent or discharge be effected  except by an instrument in
     writing  executed by or on behalf of the party against whom  enforcement of
     any waiver, change, modification, consent or discharge is sought.

     18. Severability.

         If any  provision of this  Agreement  shall be held or deemed to be, or
     shall in fact be, invalid,  inoperative or  unenforceable as applied to any
     particular  case  in  any   jurisdiction  or   jurisdictions,   or  in  all
     jurisdictions  or in all cases,  because of the  conflict of any  provision
     with any  constitution or statute or rule of public policy or for any other
     reason,  such  circumstance  shall  not have the  effect of  rendering  the
     provision or provisions in question  invalid,  inoperative or unenforceable
     in any  other  jurisdiction  or in any  other  case or  circumstance  or of
     rendering  any other  provision or  provisions  herein  contained  invalid,
     inoperative or  unenforceable  to the extent that such other provisions are
     not themselves actually in conflict with such constitution, statute or rule
     of public  policy,  but this  Employment  Agreement  shall be reformed  and
     construed in any such jurisdiction or case as if such invalid,  inoperative
     or  unenforceable  provision  had  never  been  contained  herein  and such
     provision reformed so that it would be valid,  operative and enforceable to
     the maximum extent permitted in such jurisdiction or in such case.

     19. Counterparts.

         This  Agreement  may be executed in two or more  counterparts,  each of
     which  shall  be  deemed  an  original,  but all of  which  together  shall
     constitute  one and the same  instrument,  and in  pleading  or proving any
     provision of this Agreement, it shall not be necessary to produce more than
     one of such counterparts.

     20  Survival.

         Sections 3, 4, 5, 6, 7, 8, 11, 12, and 20 shall survive the termination
     of this Agreement.

     21. Section Headings.

         The headings  contained in this  Agreement are for  reference  purposes
     only and shall not in any way affect the meaning or  interpretation of this
     Agreement.

     22. Gender.

         Whenever used herein, the singular number shall include the plural, the
     plural shall include the singular,  and the use of any gender shall include
     all genders.

     23. Entire Agreement.

         This  Agreement  together  with  any  attachments  or  Exhibits  hereto
     contains  the  entire  agreement  of the  parties  and  there  are no other
     promises or  conditions  in any other  agreement,  whether oral or written.
     This Agreement  supersedes any prior written or oral agreements between the
     parties.

     24. Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
     accordance  with the law  (other  than the law  governing  conflict  of law
     questions) of the State of Florida.


<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date and year first above written.

Executive:

Name: ______________________
         Lam Ko Chau

Liska Biometry, Inc.

By: _________________________
         Dr. Javaid Sheikh
         Director