Exhibit  10.2
-------------

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR THE SECURITIES ACTS OF ANY STATES
AND,  THEREFORE,  CANNOT  BE  SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN
EXEMPTION  FROM  REGISTRATION  IS  AVAILABLE.



                            SECURITY BIOMETRICS, INC.

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
               --------------------------------------------------



  CERTIFICATE NO.: W-1                                          8,000,000 SHARES


     FOR  VALUE  RECEIVED,  Security  Biometrics,  Inc.  (the "Company"), hereby
certifies  that  Maryanne Richard, or a permitted assign thereof, is entitled to
purchase  from  the  Company, at any time or from time to time commencing May 7,
2004  and  prior to 5:00 P.M., E.S.T., on May 6, 2006, Eight million (8,000,000)
fully  paid  and  nonassessable shares of the common stock, of the Company for a
per  share  purchase  price  of  $0.125 per share.  Hereinafter, (i) said common
stock,  together  with  any  other  equity securities which may be issued by the
Company  with respect thereto or in substitution therefor, is referred to as the
"Common  Stock,"  (ii)  the  shares of the Common Stock purchasable hereunder or
under any other Warrant (as hereinafter defined) are referred to as the "Warrant
Shares,"  the  aggregate purchase price payable hereunder for the Warrant Shares
is  referred  to  as  the  "Aggregate  Warrant  Price,"  (iii) the price payable
hereunder  for  each  of  the  Warrant  Shares  is referred to as the "Per Share
Warrant  Price,"  (iv)  this  Warrant, all identical warrants issued on the date
hereof  and  all  warrants hereafter issued in exchange or substitution for this
Warrant  or  such  other  warrants are referred to as the "Warrants" and (v) the
holder  of  this  Warrant  is referred to as the "Holder" and the holder of this
Warrant  and  all  other  Warrants  are  referred  to  as  the  "Holders".

1.     Exercise  of  Warrant.
       ---------------------


     This Warrant may be exercised, in whole at any time or in part from time to
time,  commencing May 7, 2004 and prior to 5:00 P.M., E.S.T., on May 6, 2006, by
the  Holder  by the surrender of this Warrant (with the subscription form at the
end  hereof  duly  executed) at the address set forth in Subsection 9(a) hereof,
together  with  proper  payment  of  the  Aggregate  Warrant  Price,  or  the
proportionate  part  thereof  if this Warrant is exercised in part.  Payment for
Warrant  Shares shall be made by certified or official bank check payable to the
order  of  the Company.  If this Warrant is exercised in part, this Warrant must
be exercised for a number of whole shares of the Common Stock, and the Holder is
entitled  to  receive  a  new Warrant Covering the Warrant Shares which have not
been exercised and setting forth the proportionate part of the Aggregate Warrant


                                       12
<PAGE>

Price  applicable  to  such Warrant Shares.  Upon such surrender of this Warrant
the  Company  will  (a)  issue  a certificate or certificates in the name of the
Holder  for  the largest number of whole shares of the Common Stock to which the
Holder  shall  be  entitled  and (b) deliver the other securities and properties
receivable  upon the exercise of this Warrant, or the proportionate part thereof
if  this  Warrant  is  exercised  in  part,  pursuant  to the provisions of this
Warrant.


2.     Reservation  of  Warrant  Shares,  Listing.
       ------------------------------------------

     The  Company  agrees  that,  prior  to  the expiration of this Warrant, the
Company  will  at  all  times  have  authorized  and  in  reserve, and will keep
available,  solely  for  issuance or delivery upon the exercise of this Warrant,
the  shares of the Common Stock and other securities and properties as from time
to time shall be receivable upon the exercise of this Warrant, free and clear of
all  restrictions  on  sale  or transfer (except for applicable state or federal
securities  law  restrictions)  and  free  and  clear of all pre-emptive rights.

3.     Protection  Against  Dilution.
       -----------------------------

     (a)     If,  at  any  time  or  from  time  to  time after the date of this
Warrant,  the  Company  shall  issue or distribute (for no consideration) to the
holders  of  shares  of  Common  Stock  evidences of its indebtedness, any other
securities  of  the  Company  or any cash, property or other assets (excluding a
subdivision,  combination  or  reclassification,  or  dividend  or  distribution
payable  in  shares  of  Common  Stock, referred to in Subsection 3(b), and also
excluding  cash  dividends or cash distributions paid out of net profits legally
available  therefor if the full amount thereof, together with the value of other
dividends  and  distributions  made  substantially  concurrently  therewith  or
pursuant  to  a  plan  which includes payment thereof, is equivalent to not more
than  5%  of  the  Company's net worth) (any such nonexcluded event being herein
called  a  "Special Dividend"), the Per Share Warrant Price shall be adjusted by
multiplying  the  Per  Share  Warrant  Price  then  in effect by a fraction, the
numerator  of  which  shall be the then current market price of the Common Stock
(defined  as  the  average  for the thirty consecutive business days immediately
prior  to  the  record  date  of  the daily closing price of the Common Stock as
reported  by  the  principal  exchange  or  market  on which the Common Stock is
listed)  less  the  fair  market  value (as determined by the Company's Board of
Directors)  of  the  evidences of indebtedness, securities or property, or other
assets issued or distributed in such Special Dividend applicable to one share of
Common  Stock  and  the  denominator  of which shall be such then current market
price per share of Common Stock.  An adjustment made pursuant to this Subsection
3(a)  shall  become  effective  immediately  after  the  record date of any such
Special  Dividend.


                                       13
<PAGE>

     (b)     In  case  the  Company shall hereafter (i) pay a dividend or make a
distribution  on  its  capital  stock, in either case in shares of Common Stock,
(ii)  subdivide  its outstanding shares of Common Stock into a greater number of
shares,  (iii)  combine  its  outstanding  shares of Common Stock into a smaller
number  of  shares  or  (iv)  issue  by reclassification of its Common Stock any
shares  of  capital  stock of the Company, the number of Warrant Shares shall be
adjusted  so  that  the Holder of any Warrant upon the exercise thereof shall be
entitled  to receive the number of shares of Common Stock or other capital stock
of  the  Company which he would have owned immediately following such action had
the  Warrant been exercised immediately prior thereto, and the Per Share Warrant
Price  shall  be  adjusted  accordingly.  An  adjustment  made  pursuant to this
Subsection  3(b) shall become effective immediately after the record date in the
case  of a dividend or distribution and shall become effective immediately after
the  effective  date  in  the  case  of  a  subdivision,  combination  or
reclassification.  If,  as  a  result  of  an  adjustment  made pursuant to this
Subsection  3(b),  the Holder of any Warrant thereafter surrendered for exercise
shall  become entitled to receive shares of two or more classes of capital stock
or  shares  of Common Stock and other capital stock of the Company, the Board of
Directors  (whose  determination shall be conclusive and shall be described in a
written  notice  to  the  Holder  of any Warrant promptly after such adjustment)
shall  reasonably  determine  the  allocation  of the adjusted Per Share Warrant
Price  between  or  among  shares  of such classes or capital stock or shares of
Common  Stock  and  other  capital  stock.

     (c)     In  case  of any capital reorganization or reclassification, or any
consolidation  or  merger to which the Company is a party other than a merger or
consolidation  in which the Company is the continuing corporation, or in case of
any  sale  or  conveyance to another entity of the property of the Company as an
entirety  or  substantially  as  an  entirety,  or  in the case of any statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third corporation into the Company), the Holder
of this Warrant shall have the right thereafter to convert such Warrant into the
kind  and amount of securities, cash or other property which he would have owned
or  have  been  entitled  to  receive  immediately  after  such  reorganization,
reclassification,  consolidation, merger, statutory exchange, sale or conveyance
had  this Warrant been converted immediately prior to the effective date of such
reorganization,  reclassification,  consolidation,  merger,  statutory exchange,
sale  or  conveyance  and in any such case, if necessary, appropriate adjustment
shall  be  made in the application of the provisions set forth in this Section 3
with  respect  to  the  rights  and  interests  thereafter of the Holder of this
Warrant  to  the  end  that  the  provisions  set  forth in this Section 3 shall
thereafter  correspondingly  be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or be, in relation to any
shares  of  stock  or other securities or property thereafter deliverable on the
conversion  of this Warrant.  The above provisions of this Subsection 3(c) shall
similarly  apply  to  successive  reorganizations,  reclassifications,
consolidations,  mergers, statutory exchanges, sales or conveyances.  The issuer
of any shares of stock or other securities or property thereafter deliverable on
the  conversion  of  this Warrant shall be responsible for all of the agreements
and  obligations  of  the Company hereunder.  Notice of any such reorganization,
reclassification,  consolidation, merger, statutory exchange, sale or conveyance
and of said provisions so proposed to be made, shall be mailed to the Holders of
the  Warrants  not  less  than  10  days  prior to such event.  A sale of all or


                                       14
<PAGE>

substantially  all  of  the assets of the Company for a consideration consisting
primarily  of  securities  shall  be  deemed  a  consolidation or merger for the
foregoing  purposes.

     (d)     No  adjustment  in  the  Per  Share Warrant Price shall be required
unless  such  adjustment would require an increase or decrease of at least $0.02
per  share  of  Common  Stock;  provided, however, that any adjustments which by
                                -----------------
reason  of  this  Subsection  3(d)  are not required to be made shall be carried
forward  and  taken into account in any subsequent adjustment; provided further,
                                                               ----------------
however,  that  adjustments  shall  be  required and made in accordance with the
provisions  of  this  Section 3 (other than this Subsection 3(d)) not later than
such  time  as  may  be  required  in order to preserve the tax-free nature of a
distribution  to  the  Holder  of  this  Warrant  or  Common Stock issuable upon
exercise  hereof.  All  calculations  under  this Section 3 shall be made to the
nearest  cent.  Anything  in this Section 3 to the contrary notwithstanding, the
Company  shall  be  entitled  to  make  such reductions in the Per Share Warrant
Price,  in addition to those required by this Section 3, as it in its discretion
shall  deem  to  be  advisable  in order that any stock dividend, subdivision of
shares  or distribution of rights to purchase stock or securities convertible or
exchangeable  for  stock hereafter made by the Company to its shareholders shall
not  be  taxable.

     (e)     Whenever  the  Per  Share  Warrant Price is adjusted as provided in
this  Section  3 and upon any modification of the rights of a Holder of Warrants
in  accordance  with  this  Section 3, the Company shall promptly obtain, at its
expense, a certificate of a firm of independent public accountants of recognized
standing  selected by the Board of Directors (who may be the regular auditors of
the Company) setting forth the Per Share Warrant Price and the number of Warrant
Shares  after  such  adjustment  or  the  effect  of  such modification, a brief
statement  of the facts requiring such adjustment or modification and the manner
of  computing  the same and cause copies of such certificate to be mailed to the
Holders  of  the  Warrants.

     (f)     If the Board of Directors of the Company shall declare any dividend
or  other  distribution  with  respect  to  the  Common Stock, other than a cash
distribution out of earned surplus, the Company shall mail notice thereof to the
Holders of the Warrants not less than 10 days prior to the record date fixed for
determining  shareholders  entitled  to  participate  in  such dividend or other
distribution.

4.     Fully  Paid  Stock,  Taxes.
       ---------------------------

     The  Company agrees that the shares of the Common Stock represented by each
and  every  certificate  for  Warrant  Shares  delivered on the exercise of this
Warrant  shall, at the time of such delivery, be validly issued and outstanding,
fully  paid  and  nonassessable,  and not subject to pre-emptive rights, and the
Company  will  take  all such actions as may be necessary to assure that the par
value  or  stated  value,  if any, per share of the Common Stock is at all times
equal  to  or  less  than the then Per Share Warrant Price.  The Company further
covenants and agrees that it will pay, when due and payable, any and all Federal
and state stamp, original issue or similar taxes which may be payable in respect
of  the  issue  of  any  Warrant  Share  or  certificate  therefor.


                                       15
<PAGE>

5.     Registration  Under  Securities  Act  of  1933.
       ----------------------------------------------

     (a)     The  Company  agrees  that  if,  at  any time and from time to time
during  the  period commencing on May 7, 2004 and prior to 5:00 P.M., E.S.T., on
May 6, 2006, the Board of Directors of the Company shall authorize the filing of
a  registration  statement  or  a  post-effective  amendment  to  a registration
statement  (any  such  registration  statement  being  hereinafter  called  a
"Subsequent  Registration  Statement")  under the Act (other than a registration
statement  on  Form  S-8  or other form which does not include substantially the
same  information as would be required in a form for the general registration of
securities) in connection with the proposed offer of any of its securities by it
or  any  of  its  shareholders,  the  Company will (i) include in the securities
covered  by  such  Subsequent Registration Statement all Warrant Shares which it
has  been so requested to include, (ii) use its reasonable efforts to cause such
Subsequent Registration Statement to become effective as soon as practicable and
(iii)  take  all  other  action  necessary  under  any  Federal  or state law or
regulation  of  any governmental authority to permit all Warrant Shares which it
has been so requested to include in such Subsequent Registration Statement or to
be  sold  or  otherwise disposed of, and will maintain such compliance with each
such  Federal and state law and regulation of any governmental authority for the
period  necessary for the Holder and such Holders to effect the proposed sale or
other  disposition.

     (b)     In  connection  with  any  registration under Section 5 hereof, the
Company     covenants  and  agrees  to  indemnify  the  Holder(s) of the Warrant
Shares  subject  to  any  registration  statement  and  each person, if any, who
controls  such  Holders  within  the meaning of Section 15 of the Act or Section
20(a)  of  the  Securities  Exchange  Act  of 1934, as amended ("Exchange Act"),
against  all  loss,  claim, damage, expense or liability (including all expenses
reasonably  incurred  in investigating, preparing or defending against any claim
whatsoever)  to which any of them may become subject under the Act, the Exchange
Act  or any other statute, common law or otherwise, arising out of or based upon
any untrue statement or alleged untrue statement of a material fact contained in
such  registration  statement  executed  by  the  Company  or based upon written
information  furnished  by  the  Company  filed  in any jurisdiction in order to
qualify  the  Warrant Securities under the securities laws thereof or filed with
the  Securities and Exchange Commission (the "Commission"), any state securities
commission  or agency, the National Association of Securities Dealers, Inc., The
Nasdaq  Stock  Market  or  any  securities  exchange, or the omission or alleged
omission  therefrom  of material fact required to be stated therein or necessary
to  make  the statements contained therein not misleading, unless such statement
or omission was made in reliance upon and in conformity with written information
furnished to the Company by the Holder(s) expressly for use in such registration
statement,  any  amendment or supplement thereto or any application, as the case
may  be.  If  any  action  is  brought  against the Holder(s) or any controlling
person  of the Holder(s) in respect of which indemnity may be sought against the
Company  pursuant  to  this  Section 5, the Holder(s) or such controlling person
shall  within  thirty  (30)  days  after  the  receipt  thereby  of a summons or
complaint  notify  the  Company in writing of the institution of such action and
the  Company  shall  assume  the  cost  of defense of such action, including the
employment and payment of reasonable fees and expenses of counsel (which counsel
shall  be  satisfactory  to  the  Holder(s) or such controlling person), but the


                                       16
<PAGE>

failure  to give such notice shall not affect such indemnified person's right to
indemnification  hereunder  except  to  the extent that the Company's defense of
such  action  was  materially adversely affected thereby.  The Holder(s) or such
controlling  person  shall  have the right to select and employ its or their own
counsel in any such case, and  the fees and expenses of such counsel shall be at
the expense of the Company.  The Company agrees promptly to notify the Holder(s)
of  the commencement of any litigation or proceedings against the Company or any
of  its officers, directors or controlling persons in connection with the resale
of  the  Warrant  Shares  or  in  connection  with  such registration statement.

6.     Transferability.
       ---------------

     Subject  to  compliance  with federal and applicable state securities laws,
the  Holder  of  any  Warrant  may,  prior  to  exercise  or expiration thereof,
surrender  such  Warrant  at the principal office of the Company for transfer or
exchange. Within a reasonable time after notice to the Company from a registered
Holder  of  its  intention to make such exchange and without expense (other than
transfer  taxes,  if  any) to such registered Holder, the Company shall issue in
exchange  therefor  another  Warrant  or  Warrants,  in  such  denominations  as
requested  by  the  registered  Holder, for the same aggregate number of Warrant
Shares so surrendered and containing the same provisions and subject to the same
terms  and  conditions  as the Warrant(s) so surrendered.  The Company may treat
the registered Holder of this Warrant as he or it appears on the Company's books
at any time as the Holder for all purposes.  The Company shall permit any Holder
of  a  Warrant  or  his  duly  authorized  attorney, upon written request during
ordinary  business  hours,  to  inspect and copy or make extracts from its books
showing  the  registered  holders  of  Warrants.  All  warrants  issued upon the
transfer  or  assignment  of  this  Warrant  will be dated the same date as this
Warrant, and all rights of the Holder thereof shall be identical to those of the
Holder.  Any  share certificates issued following exercise of this Warrant which
have  not  yet  been registered shall bear the following legend:  THE SECURITIES
REPRESENTED  BY  THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933,  AS AMENDED, OR THE SECURITIES ACTS OF ANY STATES AND, THEREFORE,
CANNOT  BE  SOLD  UNLESS  THEY  ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM
REGISTRATION  IS  AVAILABLE.


7.     Loss,  etc.,  of  Warrant.
       -------------------------

     Upon  receipt of evidence by the Company of the loss, theft, destruction or
mutilation  of  this  Warrant,  and  of indemnity reasonably satisfactory to the
Company,  if  lost,  stolen or destroyed, and upon surrender and cancellation of
this  Warrant, if mutilated, the Company shall execute and deliver to the Holder
a  new  Warrant  of  like  date,  tenor  and  denomination.

8.     Warrant  Holder  Not  Shareholder.
       ---------------------------------

     Except  as otherwise provided herein, this Warrant does not confer upon the
Holder  any right to vote or to consent to or receive notice as a shareholder of
the  Company, as such, in respect of any matters whatsoever, or any other rights
or  liabilities  as  a  shareholder,  prior  to  the  exercise  hereof


                                       17
<PAGE>

9.     Communication.
       -------------

     No  notice  or  other  communication  under this Warrant shall be effective
unless,  but  any  notice or other communication shall be effective and shall be
deemed  to  have  been  given  if,  the  same  is  in  writing  and is mailed by
first-class  mail,  postage  prepaid,  addressed  to:

     (a)     the  Company  at  500  Fifth Avenue, Suite 1650, New York, New York
10110,  or  such  other  address as the Company has designated in writing to the
Holder;  or

     (b)     the  Holder,  Maryanne  Richard, c/o David G. Anderson, Couch White
LLP,  540  Broadway,  PO Box 22222, Albany, New York,  12201-2222, or such other
address  as  the  Holder  has  designated  in  writing  to  the  Company.

10.     Headings.
        --------

     The  headings of this Warrant have been inserted as a matter of convenience
and  shall  not  affect  the  construction  hereof.

11.     Applicable  Law.
        ---------------

     This  Warrant shall be governed by and construed in accordance with the law
of  the  State of Nevada without giving effect to the principles of conflicts of
law  thereof.

12.     Arbitration
        -----------

Any  dispute  under  this  Agreement must be settled by arbitration conducted in
Seattle, Washington, by a mutually agreeable arbitrator who is listed on the ADR
39.1  roster  of approved arbitrators as published from time to time by the U.S.
District  Court,  Western  District of Washington, in accordance with Civil Rule
39.1,  unless  the  parties  agree  to a different arbitrator.  Unless otherwise
agreed,  arbitration  will  be  before a single arbitrator.  The parties will be
entitled  to  conduct  discovery  in  accordance with the Federal Rules of Civil
Procedure,  limited  to depositions, interrogatories and requests for production
of  documents and subject to further limitation by the arbitrator to secure just
and  efficient  resolution  of the dispute.  Judgment upon the arbitration award
may  be  entered  in  any  court  having  jurisdiction.  This provision will not
prevent  a  party  from  resorting  to  any  court of competent jurisdiction for
injunctive  relief  or  specific  performance.


                                       18
<PAGE>

IN  WITNESS  WHEREOF,  Security  Biometrics,  Inc. has caused this Warrant to be
signed  by its Chairman and Chief Executive Officer and its corporate seal to be
hereunto  affixed  by  its  Secretary  this  day  of  May  7,  2004.

ATTEST:                         SECURITY  BIOMETRICS,  INC.


                              By:  _______________________________________
[Seal]                             Name:  Michel  Berty
                                   Title:  Chairman and Chief Executive Officer


                                       19
<PAGE>

                                  SUBSCRIPTION
                                  ------------


     The  undersigned,  _____________________, pursuant to the provisions of the
foregoing  Warrant,  hereby  agrees  to subscribe for and purchase shares of the
Common  Stock  of  Security  Biometrics, Inc. covered by said Warrant, and makes
payment  therefor  in  full  at  the  price  per share provided by said Warrant.

Dated:                         Signature:     ____________________________

                               Address:       ____________________________

                                              ____________________________


                                       20
<PAGE>

                                   ASSIGNMENT

     FOR  VALUE  RECEIVED___________________ hereby sells, assigns and transfers
unto  ____________  the  foregoing Warrant and all rights evidenced thereby, and
does  irrevocably  constitute  and appoint _______________________, attorney, to
transfer  said  Warrant  on  the  books  of  Security  Biometrics,  Inc.


Dated:                         Signature:     ___________________________

                               Address  :     ___________________________

                                              ___________________________


                                       21
<PAGE>

                               PARTIAL ASSIGNMENT

     FOR  VALUE  RECEIVED  ____________________hereby assigns and transfers unto
____________________  the  right to purchase ______________ shares of the Common
Stock of Security Biometrics, Inc. by the foregoing Warrant, and a proportionate
part  of  said  Warrant  and  the  rights evidenced hereby, and does irrevocably
constitute  and  appoint  ____________  attorney,  to transfer that part of said
Warrant  on  the  books  of  Security  Biometrics,  Inc.


Dated:                         Signature:     ___________________________

                               Address:       ___________________________

                                              ___________________________


                                       22
<PAGE>