Exhibit 10.19

                             MEMORANDUM OF AGREEMENT

THIS  AGREEMENT  ("Agreement")  made  this 27th day of August, 2003, between the
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SEQUIAM  BIOMETRICS,  INC., a Florida corporation, doing business at 300 Sunport
Lane,  Orlando, FL 32809, hereinafter called the "Sequiam", and T&N Enterprises,
A  Virginia  Company,  doing business at 219 Apple Blossom Ct. Vienna, VA 22181,
hereinafter  called  "T&N",

     WHEREAS,  Sequiam  has  developed  a  patent  pending  proprietary  access
controlled  security  device using biometric technology called the BioVault(TM);
and

     WHEREAS,  Sequiam  desires  to  market  the  BioVault(TM)  through  various
distribution channels including directly to owners of handguns; and

     WHEREAS,  T&N  has  experience  and  relationships  with the National Rifle
Association  of  America(NRA);  and

     WHEREAS,  T&N  desires  to  represent  Sequiam in developing and managing a
sales  and  marketing  campaign  for the BioVault(TM) through the National Rifle
Association  of  America:

     NOW  THEREFORE, in consideration of their mutual promises set forth herein,
the sum of Ten and No/100 Dollars ($10.00), and good and valuable consideration,
the  receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree  as  follows:

1.   APPOINTMENT  AS  EXCLUSIVE  SALES  REPRESENTATIVE.  T&N is appointed as the
exclusive  sales representative for all activities developed between Sequiam and
the  National  Rifle  Association  of  America.

2.   DUTIES  OF  SALES  REPRESENTATIVE.  As  the  exclusive sales representative
between  Sequiam  and  the National Rifle Association of America, T&N shall have
the  following  duties  and  responsibilities:

     a.   Represent  Sequiam  in  all  matters  dealing  with the National Rifle
          Association  of  America.

     b.   Develop  sales  and  marketing  programs including advertising, direct
          sales  programs,  public  relations,  event  representation  and other
          activities  as  may be mutually agreed upon among Sequiam, T&N and the
          National  Rifle  Association  of  America  necessary to accomplish the
          sales  goals,  as  established  by  Sequiam through the National Rifle
          Association  of  America, Sequiam desires to use a number of different
          sales  and marketing activities in working with the NRA. T&N will work
          with  the  NRA  on  behalf  of  Sequiam  to  achieve  as many of these
          activities  as  possible within the constraints of both time schedules
          for  ad  placement  and  the  available funding that can be devoted to
          these activities as described in paragraph 3F of this agreement. These
          activities  include  but  are  not  limited  to  the  following:

               i.   Getting  the  BioVault(TM)  listed  on  the  NRA  Web  Store

               ii.  Creating  and  directing  a  series of promotional marketing
                    pieces  on the BioVault(TM) to the top 200,000+ known buyers
                    on  the  NRA's  e-mail  list.


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               iii. Placement  of  full-page,  4 colors ads in each of the three
                    (3)  NRA publications beginning no later than November, 2003
                    with a minimum of six (6) insertions a year in each of these
                    publications.

               iv.  Development  of  a direct marketing program to NRA's current
                    3.5  million  mailing  list.

               v.   Development  of  a  direct  marketing  program  to  NRA's 20
                    million  mailing  list.

               vi.  Assistance in the development of an infomercial direct sales
                    program  directed  to targeted markets with NRA endorsement.

     c.   Comply with all sales and marketing related policies and procedures of
          Sequiam  and  the  National  Rifle  Association  of  America  that are
          specifically  given  to  T&N,  which  may  from  time  to time change.

3.   PRICING  SCHEDULE & TERMS. The following pricing schedule and terms will be
applicable  on  all  sales  conducted  and generated by T&N through the National
Rifle  Association  of  America:

     a.   All  orders  will  be generated on an individual basis from members of
          the  National  Rifle  Association  of  America.

     b.   Sequiam  will  handle  all  order processing, collection of payment at
          terms  and  conditions  as  defined  by  Sequiam  and  fulfillment and
          shipment  of  orders.

     c.   Procedures  and  reporting  will be developed between Sequiam, T&N and
          the  National  Rifle Association of America acceptable to all parties.

     d.   All  sales  of  the  BioVault(TM) product through T&N and the National
          Rifle Association of America will be at the MSRP or at a price no less
          than  $599.00  per  unit  plus  shipping  and  handling.

     e.   At  no time will T&N through the National Rifle Association of America
          sell  the  product for a lesser amount without first obtaining written
          approval  from  Sequiam.

     f.   T&N  will  be  paid  a  sales  commission  of  $150.00 per unit of the
          BioVaults(TM)  sold  through the National Rifle Association of America
          for  the  first  1000  units.  T&N  will be paid a sales commission of
          $175.00  per  unit  on  all sales thereafter. T&N will use part of the
          proceeds  it  receives to go towards marketing activities as described
          in  paragraph  2b.  As  money accrues to T&N from units sold, T&N will
          devote  a  maximum  amount  of  this money towards the marketing costs
          under  the  schedule  below  for  number  of units sold. T&N will work
          closely with the Director of Marketing for Sequiam and with the NRA to
          decide  how  to  best  maximize the use of this money in the marketing
          campaign.

               i.   $20 per BioVault(TM) for the first 1000 units sold.

               ii.  $25 per BioVault(TM) for all sales in excess of 1,001 units.

     g.   Payment  of  commission  will  be  on a monthly basis on all completed
          sales shipped and processed. Returns and credits will be deducted from
          any  sales  and  are  not  subject to commission payment. In the event
          commission  has  already  been  paid  on


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          return  sales,  said commission will be deducted from the next month's
          payment  to  T&N.

     h.   Any  and  all other sales cost or commissions that may be necessary to
          successfully  complete  these  transactions  or  any  royalties  or
          endorsement  fees  are the sole responsibility of T&N of which Sequiam
          has  no  interest  as  long  as  they  comply  with  the terms of this
          agreement.

4.   MARKETING  SUPPORT.  Sequiam  will  provide  T&N with the following readily
accessible  marketing  support to enable him to successfully complete the duties
as  defined in this agreement.   Readily accessible market support Is defined as
that  currently  in  existence.   If  Sequiam  has  to  create special marketing
material  or  provide  services  to  T&N  that  is  not readily accessible, such
material  and  services  will  be  provided  at  Sequiam's  cost.

     a.   Support  of  the Sequiam marketing staff, including the Vice President
          and  Director  of  Marketing,  to develop sales and marketing programs
          including  advertising, direct sales programs, public relations, event
          representation  and  other  activities  as may be mutually agreed upon
          between  Sequiam  and  the  National  Rifle  Association  of  America.

     b.   Creative  development  of  literature,  ads,  direct  mail  pieces,
          photography  and  other  components  necessary  to  develop  sales and
          marketing  programs  mutually  agreed  upon  between  Sequiam  and the
          National  Rifle  Association  of  America.

     c.   Production  ready material for the printing, placement, and use by T&N
          to  accomplish  the  marketing activities mutually agreed upon between
          Sequiam  and  the  National  Rifle  Association  of  America.

     d.   The  cost  of  any  printing,  advertising  placement,  mailing  and
          distribution  of  marketing  literature and materials unless otherwise
          agreed  to  in  writing by Sequiam will be at the sole expense of T&N.

     e.   T&N  may  procure one (1) BioVault(TM) unit for demonstration purposes
          at  no  charge  during  the  life  of  this agreement or any extension
          thereof.  Should  T&N  desire  to  procure  additional  units  for
          demonstration  purposes they may be acquired at the lowest distributor
          pricing  currently  available  at  the  time  of  the  request.

5.   MARKETING  MATERIAL.  It  is specifically agreed that NO marketing material
may be created, distributed or used and no specific product representation shall
be  made  without  the  prior  approval  and  written  consent  of  Sequiam.

6.   TERM  OF THE AGREEMENT.  This agreement shall become effective upon signing
and  continue  for  a  three  (3) year term unless otherwise cancelled by either
party.

7.   RENEWAL  OF  AGREEMENT.  Unless otherwise notified by either party upon the
giving  of  thirty  (30) days of notice, this agreement will automatically renew
for  subsequent  one  (1)  year  terms.

8.   CANCELLATION OF AGREEMENT / TERMINATION.   This Agreement may be terminated
for  any  reason by either party with a ten (10) days written notice (email OK).
Once terminated, T&N will stop all marketing activities and all representational
activities  with  the NRA on behalf of Sequiam, T&N will continue to receive and
Sequiam  agrees  to continue to pay T&N commissions as set forth in paragraph 3F
for  all  residual  sales  as  long  as  the  BioVault(TM)


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units  continue  to bring in revenue to Sequiam from any NRA sales and marketing
activities  for  a  period  of eighteen (18) months from the date of termination
notice  except  in  the event of death or disability(such that he can't work) of
T&N principal Don Rakestraw, whereupon this agreement will immediately terminate
with  no  residual payments. Additionally, should the National Rifle Association
of  America  not  want  to continue its relationship with T&N, this agreement is
immediately terminated with no requirement for future residual payments. Sequiam
is  specifically  prohibited  from  establishing  any other "deal" or making any
"outside"  offer  to  the  NRA which would exclude T&N or which would in any way
motivate  the  NRA  to  want to discontinue their relationship with T&N and work
directly  with  Sequiam.

9.   ESTABLISHMENT  OF  SALES  GOALS.  It is expressly agreed that each party is
entering  into  this  agreement  with the goal of selling 100,000 or more of the
BioVault(TM)  units.

10.  SEQUIAM'S  ABILITY  TO  DEVELOP OTHER SIMILAR AGREEMENT AND ENGAGE IN OTHER
MARKETING ACTIVITIES. Nothing in this agreement prohibits or limits Sequiam from
developing  other similar agreements with arty other individual or group as long
as  that  agreement  does  not  include  representation  or  activities with the
National  Rifle  Association of America.  Nothing in this agreement prohibits or
limits Sequiam from developing or implementing other marketing programs that may
Incidentally  appeal  to or be directed to people of similar interest as members
of  the  National Rifle Association of America and may be impacted or exposed to
such  marketing  activity.

11.  COMPETING  PRODUCTS.  T&N  agrees  that  it will not represent any products
that  compete with the Sequiam products during the term of this Agreement or any
extensions  thereof.

12.  NEW  PRODUCTS.  If Sequiam now or hereafter manufactures or distributes, or
proposes  to  manufacture  or  distribute, any other similar products, T&N shall
have  the  first  right  of  refusal to represent these products to the National
Rifle  Association of America under terms and conditions to be developed at that
time  but  similar  in  proportion  to  this  agreement.

13.  WARRANTY  OF  PRODUCT.  Sequiam  warrants  to  T&N  that  the  BioVault(TM)
pursuant  to  this  Agreement:

     a.   Will  be free from defects in material and workmanship for a period of
          six  months  from date of shipment except for claims caused by misuse,
          static  discharge,  alteration  or  accident.

     b.   Will  be  free  from liens and encumbrances. Sequiam's liability under
          this  warranty  is limited to, and Sequiam's sole and exclusive remedy
          for  breach  of  this  warranty  is,  the  repair  or  replacement, at
          Sequiam's  option, of the defective BioVault(TM) or part. All warranty
          repairs and replacements will be conducted solely by Sequiam at places
          so designated by Sequiam. The cost of shipment of replacement parts or
          Products  each  way  shall  be  borne  by  owner.

14.  WARRANTY  LIMITATION;  LIMITATION  OF LIABILITY. IT IS EXPRESSLY UNDERSTOOD
AND  AGREED  THAT  SEQUIAM  SHALL  IN  NO WAY BE DEEMED OR HELD TO BE OBLIGATED,
LIABLE  OR  ACCOUNTABLE  TO  T&N  OR  ANY  OTHER  PERSONS  UPON  OR  UNDER  ANY
GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, BY OPERATION OF LAW, OR
OTHERWISE,  BEYOND  ANY  EXPRESS  AGREEMENTS  HEREIN SET OUT, INCLUDING, WITHOUT
LIMITATION,  ANY  IMPLIED  WARRANTY  OF  FITNESS  FOR  A  PARTICULAR  PURPOSE OR
MERCHANTABILITY.   IN NO EVENT, WHETHER ARISING FROM CONTRACT, WARRANTY, OR TORT
LIABILITY   (INCLUDING,   WITHOUT   LIMITATION,   NEGLIGENCE   AND   STRICT


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LIABILITY)  OR  OTHERWISE  SHALL SEQUIAM BE LIABLE TO ANY PARTY FOR ANY SPECIAL,
CONSEQUENTIAL,  INCIDENTAL,  INDIRECT,  EXEMPLARY  OR  PENAL  DAMAGES.

15.  LIABILITY  AND  INDEMNITY.  In  no  event will Sequiams's liability for any
failure  of  performance  or  other  breach of this Agreement or of any warranty
hereunder  exceed  the  price  paid  for  products purchased from Sequiam.   T&N
hereby waives arid releases any claims against Sequiam in excess of such amount.
T&N  agrees  to  indemnify  and  save  harmless  Sequiam  from  and  against:

     a.   All  liability to others and all claims, causes of action and suits of
          others,  including,  without  limitation, employees, subcontractors or
          agents  of  T&N,  for  personal  injury  (including death) or property
          damage,  arising  from the acts or omissions of employees, contractors
          or  agents  of  T&N;

     b.   Any  and  all  losses, damages, costs or expenses incurred by T&N as a
          result  of  T&N's  failure  to  fulfill  or  comply with the terms and
          conditions  contained  herein;

     c.   Reasonable  attorneys' fees  and  costs  related  to  the  above.

16.  CONFIDENTIAL  INFORMATION.  Technical data, strategic plans and engineering
in  technical  instructions pertaining to the BioVault(TM) are recognized by T&N
to  be  secret  and  confidential and to be the property of Sequiam. These items
shall  at  all  times  and  for  all  purposes  be held by T&N in a confidential
capacity  and  shall  not,  without  the  prior  written  consent of Sequiam, be
disclosed  to  any  person,  firm  or  corporation.

17.  RELATIONSHIP  OF  PARTIES.  T&N is an independent contractor and is not the
legal representative or agent of Sequiam for any purpose and shall have no right
or  authority  (except as expressly provided In this Agreement) to incur, assume
or  create in writing or otherwise, any control over any of Sequiam's employees,
all  of whom are entirely under the control of Sequiam, who shall be responsible
for  their  acts  and  omissions.  Nothing  contained in this Agreement shall be
deemed  to  create  any  partnership  or  joint venture relationship between the
parties.

18.  PATENT  AND  COPYRIGHT.  Sequiam warrants and represents that the Products,
any  other  materials supplied by Sequiam pursuant hereto and the Trademarks and
designs  used  in connection therewith shall not infringe any patent, copyright,
trademark  or  other  similar  proprietary  right  of  the parties in the United
States.

19.  FORCE  MAJEURE.  Neither  party shall be liable for any delay or failure to
perform hereunder due to floods, riots, strikes, freight embargoes, acts of God,
acts  of war or hostilities of any nature, laws or regulations of any government
(whether  foreign or domestic, federal, state, county or municipal) or any other
similar cause beyond the reasonable control of the party affected.

20.  WAIVERS  AND  AMENDMENTS.  The delay or failure by either party to exercise
or  enforce  any  of  its rights under this Agreement shall not constitute or be
deemed  a  waiver  of that party's right thereafter to enforce those rights, nor
shall  any  single  or  partial exercise of any such right preclude any other or
further  exercise  thereof or the exercise of any other right. This agreement or
any  individual  section of the agreement may be waived or modified upon written
agreement between the parties.   No amendment or waiver of any provision of this
Agreement  shall  be  effective  unless it is in writing and signed by the party
against  which  it  is  sought  to  be  enforced.


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21.  SEVERABILITY.  If  any  provision of this Agreement is held to be void, the
remaining  provisions shall remain valid and shall be construed in such a manner
as  to  achieve  their  original purposes in full compliance with the applicable
laws  and  regulations.

22.  SOLE  AGREEMENT.  This  Agreement  is  intended to be the sole and complete
statement of the obligations and rights of the parties as to all matters covered
by  this  Agreement,  and  supersedes  all  previous understandings, agreements,
negotiations  and  proposals  relating  thereto.

23.  SUCCESSORS AND ASSIGNS.   This Agreement shall be binding upon and inure to
the  benefit  of  the  parties  hereto  and  their  respective  successors. This
Agreement  shall  not  be  assigned  by  either  party without the prior written
consent  of  the  other  party.

24.  WRITTEN  COMMUNICATIONS.  Ail  notices,  orders  and  other  communications
provided  for  hereunder  shall  be  in  writing and shall be delivered by mail,
electronic  mail  (e-mail),  fax,  telex,  telegram  or  cable, as to each party
hereto,  at  its address set forth in this Agreement or at such other address as
shall  be  designated  by such party in a written notice to the other party. All
such  communications  shall  be  effective  upon  receipt,

25.  DISPUTE.  Any dispute arising out of or relating to this Agreement that has
not  been settled within thirty (30)  days by good faith negotiation between the
parties  to  this  Agreement  shall  be submitted to an Arbitrator for final and
binding  arbitration  pursuant  to  American Arbitration Association Arbitration
Rules.  Any  such  arbitration  shall  be conducted in Orlando, Florida.    Such
proceedings  shall  be  guided  by  the  following  agreed  upon  procedures:

     a.   Mandatory  exchange  of  all  relevant  documents,  to be accomplished
          within  forty-five  (45)  days  of  the  initiation  of the procedure;

     b.   No  other  discovery;

     c.   Hearings  before  the neutral advisor which shall consist of a summary
          presentation  by each side of not more than three hours; such hearings
          to  take  place  on  one  or  two  days  at  a  maximum;

     d.   Decision  to  be  rendered  not more than ten (10) days following such
          hearings.  Reasonable  costs of all parties from and after the date of
          filing for Arbitration shall be borne by the unsuccessful party or, if
          more  than one party is finally determined to be responsible, then all
          such  costs  shall  be  borne  proportionately  among  such  parties.

26.  GOVERNING  LAW  AND  VENUE.  This  Agreement  shall  be  governed  by,  and
construed  in accordance with, the laws of The United States of America, and the
State  of  Florida.  Both Parties agree that the proper venue for any dispute or
lawsuit  shall  be  Orange  County,  Florida.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as  of  the  date  first written above. Therefore, let the parties hereunder set
their hands and seals on the dates and year below their signatures.

                                     "T&N"

Witnessed  By:                       T&N  Enterprises

/s/  Anna Marie McCloud              By:  /s/  Don W. Rakestraw
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                                     Don W. Rakestraw, President, T&N
Print Name: Anna Marie McCloud
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Print Name:
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                                     "Sequiam"

Witnessed  By:

/s/  Lisa Wilde                      By:  /s/  Mark Mroczkowski
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Print Name:  Lisa Wilde              Mark Mroczkowski, Sr. Vice President
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Print Name:
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