ASSET PURCHASE AND CONTRIBUTION AGREEMENT

EXHIBIT 10.3

ASSET PURCHASE AND CONTRIBUTION AGREEMENT

This Asset Purchase and Contribution Agreement, dated as of April 16, 2007 (this “ Agreement ”), is by and between Saflink Corporation, a Delaware corporation (“ Saflink ”) and FLO Corporation, a Delaware corporation (the “ Company ”) and wholly-owned subsidiary of Saflink. All capitalized terms have the meanings ascribed to such terms in Article I or as otherwise defined herein.

WITNESSETH:

WHEREAS, Saflink desires to transfer and contribute to the Company, and the Company desires to acquire from Saflink, all of the assets of Saflink used in its Registered Traveler business (the “ Business ”), including the intellectual property rights of Saflink used in the Business.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual representations, warranties, covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.01 Definitions . The following terms, as used herein, have the following meanings:

(a) “ Acquisition Documents ” means this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, and any other document or agreement executed in connection with any of the foregoing, together with any exhibits and schedules thereto, and in each case as modified, amended, supplemented, restated or renewed from time to time.

(b) “ Affiliate ” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any partner, officer, director, member or employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person.

(c) “ Applicable Law ” means, with respect to any Person, any federal, state, local or foreign statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Authority applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents.

(d) “ Assignment and Assumption Agreement ” means that certain Assignment and Assumption Agreement, dated as of the Closing Date, to be entered into by the Company and Saflink.

(e) “ Bill of Sale ” means that certain Bill of Sale, dated as of the Closing Date, to be executed by Saflink in favor of the Company.

(f) “ Business Day ” means each day other than a Saturday, Sunday or other day on which commercial banks in Seattle, Washington are authorized or required by law to close.

(g) “ Closing Date ” means the date of the Closing.

(h) “ Contract ” means all contracts, agreements, options, leases, licenses, sales and purchase orders, commitments and other instruments of any kind, whether written or oral, to which Saflink is a party or is otherwise bound.

(i) “ Governmental Authority ” means any foreign or domestic federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

(j) “ RT Intellectual Property Rights ” means the Intellectual Property Rights related to RT. RT Intellectual Property Rights are part of the Transferred Intellectual Property Rights.

(k) “ Intellectual Property Rights ” means all Intellectual property rights relating to copyrights, patents (including patent applications) mask works, trade secrets, tradenames and service marks.

(l) “ Knowledge ” means, with respect to any Person, the actual knowledge of such Person. Without limiting the generality of the foregoing, with respect to any Person that is a corporation, limited liability company, partnership or other business entity, actual knowledge shall be deemed to include the actual knowledge of all directors, officers, partners and members of any such Person; provided , however , that with respect to Saflink, actual knowledge shall be deemed to be solely the actual knowledge of the individuals identified on Schedule 1.01(n) .

(m) “ Liability ” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise and whether or not the same is required to be accrued on the financial statements of such Person.

(n) “ Lien ” means, with respect to any asset, any mortgage, title defect or objection, lien, pledge, charge, security interest, encumbrance or hypothecation in respect of such asset.

(o) “ Material Adverse Effect ” means, with respect to any Person, any circumstance of, change in, or effect on, or group of such circumstances of, changes in or effects on, the operations, financial condition, earnings, or results of operations, assets or Liabilities of

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the Person, that results in or would reasonably be expected to result in, a material adverse effect on, or a material adverse change in, the operations, financial condition, earnings, results of operations, assets or Liabilities of such Person.

(p) “ Permitted Liens ” means (a) Liens for Taxes or governmental assessments, charges or claims the payment of which is not yet due and (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Persons and other Liens imposed by Applicable Law incurred in the ordinary course of business which are either for sums not yet delinquent or that are immaterial in amount and being contested in good faith.

(q) “ Person ” means an individual, corporation, partnership, association, limited liability company, trust, estate or other similar business entity or organization, including a Governmental Authority.

(r) “ Post-Closing Tax Period ” means any Tax period (or portion thereof) ending after the Closing Date.

(s) “ Pre-Closing Tax Period ” means any Tax period (or portion thereof) ending on or before the close of business on the Closing Date.

(t) “ Subsidiary ” means, with respect to any Person, (a) any corporation as to which more than fifty percent (50%) of the outstanding stock having ordinary voting rights or power (and excluding stock having voting rights only upon the occurrence of a contingency unless and until such contingency occurs and such rights may be exercised) is owned or controlled, directly or indirectly, by such Person and/or by one or more of such Person’s direct or indirect Subsidiaries and (b) any partnership, joint venture or other similar relationship between such Person (or any Subsidiary thereof) and any other Person (whether pursuant to a written agreement or otherwise).

(u) “ Taxes ” means (a) all foreign, federal, state, local and other net income, gross income, gross receipts, sales, use, ad valor, value added, intangible, unitary, capital gain, transfer, franchise, profits, license, lease, service, service use, withholding, backup withholding, payroll, employment, estimated, excise, severance, stamp, occupation, premium, property, prohibited transactions, windfall or excess profits, customs duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of transferee Liability, of being a member of an Affiliated, consolidated, combined or unitary group for any period, or otherwise through operation of law and (c) any Liability for the payment of amounts described in clause (a) or (b) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other person for Taxes; and the term “ Tax ” means any one of the foregoing Taxes.

(v) “ Tax Returns ” means all returns, declarations, reports, statements, information statement, forms or other documents filed or required to be filed with respect to any Tax.

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(w) “ Transferred Intellectual Property Rights ” means the Intellectual Property Rights assigned to the Company pursuant to this Agreement.

ARTICLE II

TRANSFER OF ASSETS

2.01 Acquired Assets . Upon the terms and conditions of this Agreement, at the Closing, the Company agrees to acquire from Saflink, and Saflink agrees to contribute, transfer, convey, assign and deliver to the Company, free and clear of all Liens other than Permitted Liens, all of Saflink’s right, title and interest in, to and under the following assets, as the same shall exist on the Closing Date (collectively, the “ Transferred Assets ”):

(a) all of the fixed and other tangible personal property used in the Business, including the assets described or listed on Schedule 2.01(a ), including the RT Intellectual Property Rights; and

(b) all Contracts used in the Business, including those Contracts listed on Schedule 2.01(b) (the “ Assumed Contracts ”).

2.02 Excluded Assets . The Company and Saflink expressly understand and agree that all assets of Saflink, other than those listed above in Section 2.01 (the “ Excluded Assets ”), shall be excluded from the Transferred Assets, including but not limited to:

(a) all assets, tangible or intangible, real or personal that are not specifically identified in Section 2.01 and listed on the schedules thereto, including all of Saflink’s Intellectual Property Rights;

(b) all Contracts that are not Assumed Contracts;

(c) all employee benefit plans of Saflink, including accrued vacations and bonuses under Saflink’s benefit plans;

(d) all causes of action, claims, demands, rights and privileges against third parties that relate to any of the Excluded Assets or Excluded Liabilities, including causes of action, claims and rights under all insurance contracts or policies in effect as of the date of this Agreement insuring the Transferred Assets; and

(e) all leasehold or ownership interests in real property or any improvements thereon.

2.03 Assumption of Liabilities . Upon the terms and subject to the conditions of this Agreement, effective at the time of Closing, the Company agrees to assume all Liabilities: (a) under or arising out of the Assumed Contracts to the extent such Liabilities accrued after the Closing Date, except as provided in Section 2.04(a); (b) that are described or listed on Schedule 2.03 ; (c) that are expressly assumed hereunder; (d) with respect to the termination of any Employee by the Company after the Closing Date, including health care contribution coverage with respect to plans established or maintained by the Company after the Closing Date, and damages or settlements arising out of any claims of wrongful or illegal termination, and for

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complying with the requirements of all applicable laws with respect to any such termination; and (e) arising out of the Company’s operations and ownership of the Transferred Assets, but, in the case of this clause (e), only to the extent such Liabilities accrue after the Closing Date (collectively, the “ Assumed Liabilities ”). All other Liabilities are referred to herein as “ Excluded Liabilities .”

2.04 Excluded Liabilities . Except for those Liabilities expressly assumed by the Company pursuant to Section 2.03 and Section 5.08 (Tax Matters), the Company shall not assume and shall not be liable for, and Saflink shall retain and remain, as between itself and the Company, solely liable for and obligated to discharge and indemnify and hold the Company harmless for, all of the debts, expenses, contracts, agreements, commitments, obligations and other Liabilities of any nature with respect to the Transferred Assets incurred on or prior to the Closing Date, whether known or unknown, accrued or not accrued, fixed or contingent, including, without limitation, the following:

(a) Breaches of Contracts . Any Liability for breaches by Saflink or any Affiliates of Saflink prior to the Closing Date of any Contract (including any Assumed Contracts) or any Liability for payments or amounts due under any Contract (including any Assumed Contracts) on or prior to the Closing Date;

(b) Taxes . Except as otherwise provided in Section 5.08, any Liability for Taxes attributable to or imposed upon Saflink or any Affiliates of Saflink, or attributable to or imposed upon the Transferred Assets for any period (or portion thereof) on or prior to the Closing Date; and

(c) Accounts Payable . Any accounts payable, whether or not invoiced, owed to suppliers with respect to the Transferred Assets for raw materials or supplies received by, or on behalf of or services rendered to or on behalf of Saflink, on or prior to the Closing Date.

2.05 Consideration . The aggregate consideration payable by the Company to Saflink for the Transferred Assets and the Intellectual Property Agreement shall consist of Six Million Three Hundred Thousand Dollars ($6,300,000) (the “ Purchase Price” ). The Purchase Price shall be payable at Closing and shall consist of any combination of (i) cash, (ii) cancellation of Saflink’s outstanding 8% convertible debentures, issued June 12, 2006, and (iii) a promissory note in the form attached hereto as Exhibit A (the “ Note ”).

2.07 Closing . The closing of the purchase and sale of the Transferred Assets hereunder (the “ Closing ”) shall take place at such time and place as the parties may agree. At the Closing:

(a) Saflink shall deliver to the Company the Bill of Sale and, subject to Section 5.02, such other endorsements, consents, assignments, instruments of conveyance and transfer documents (including the Assignment and Assumption Agreement) as the Company may reasonably request to vest in the Company all right, title and interest in, to and under the Transferred Assets free and clear of all Liens; provided , however , that the Company shall permit Saflink to deliver, commencing at the Closing, certain of the Transferred Assets (as identified in Schedule 2.01(a) ) by remote telecommunications or by such other method as Saflink may specify in Schedule 2.01(a) . Simultaneously with the consummation of the transactions contemplated hereby, Saflink, through its officers, agents and employees, will put the Company into full possession and enjoyment of all tangible Transferred Assets;

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(b) the Company shall deliver to Saflink the Purchase Price;

(c) Saflink and the Company shall execute and deliver the Bill of Sale and the Assignment and Assumption Agreement; and

(d) Saflink and the Company shall execute and deliver the Intellectual Property Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SAFLINK

As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated herein, Saflink represents and warrants to the Company as of the date hereof, as follows:

3.01 Existence and Good Standing . Saflink is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority required to carry on its business as now conducted and to own and operate the businesses as now owned and operated by it. Saflink is not required to be qualified to conduct business in any state other than such states where the failure to be so qualified, whether singly or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on it.

3.02 Authorization and Enforceability . The execution, delivery and performance by Saflink of this Agreement and the other Acquisition Documents, and the consummation of the transactions contemplated hereby and thereby, are within Saflink’s powers and have been duly authorized by all necessary corporate action on its part. This Agreement has been and, when executed at the Closing, the other Acquisition Documents will have been, duly and validly executed by Saflink and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents to which it is a party by the Company, will constitute the legal, valid and binding agreements of Saflink, enforceable against Saflink in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity.

3.03 Title to and Sufficiency of Assets . The Transferred Assets constitute all of the assets, tangible and intangible, of Saflink that are primarily used by or primarily related to the Business. Saflink has good and marketable title to all of its tangible personal property that are Transferred Assets. None of such personal property or assets that are Transferred Assets is subject to any Lien and other than any restriction contemplated hereby or by the Intellectual Property Agreement. All properties and assets primarily used by or primarily related to the Business are included as part of the Transferred Assets.

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3.04 Intellectual Property Rights .

(a) Saflink is the sole legal and beneficial owner, free and clear of any Lien, of the entire right, title and interest in and to, the RT Intellectual Property Rights. The execution, delivery and performance of this Agreement and the Acquisition Agreements and the consummation of the transaction contemplated hereby and thereby will not constitute a breach of any agreement between Saflink and any third party involving any of Transferred Intellectual Property Rights, will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any of Transferred Intellectual Property Rights or impair the rights of the Company to use Transferred Intellectual Property Rights or any portion thereof, as presently used.

3.05 Litigation . There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of Saflink, threatened against or affecting the Transferred Assets before or by any Governmental Authority (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Acquisition Documents or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any director or officer thereof, is or has been the subject of any Action involving a claim of violation o