AGREEMENT

IP Intellectual Property License Assignment Agreement

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This IP Intellectual Property License Assignment Agreement involves

E-SMART TECHNOLOGIES INC

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Title: AGREEMENT
Date: 5/9/2005

Search IP Intellectual Property License Assignment Agreement by:

Agreement with the Ministry of Transportation and Communication

Exhibit 10(m)

Agreement

The purpose of this AGREEMENT is to set forth certain agreements between Ministry of Transportation and Communication (“MT & C”), the Republic of Kyrgyzstan’s Supervisory Institute for e-Government, and E-Smart Technology Inc. (“E-SMART”).

WITNESSETH

WHEREAS, E-SMART is the provider of the Biometric Verification Security System^™ (BVS2^™) and the Super Smart Card^™ (hereinafter collectively referred to as the “Product”);

WHEREAS, MT & C desires to perform services with respect to the Product on behalf of E-SMART in connection with the Republic of Kyrgyzstan smart card project (the “Project”);

WHEREAS, E-SMART and MT & C desire to collaborate on the terms and conditions set out herein;

NOW, THEREFORE, in consideration of the mutual premises and covenants set forth herein, the parties hereto agree as follows:

1.	PRODUCT

1.1 E-SMART’s offers only a turnkey system that includes both the hardware and software necessary to implement the Product as a BOT basis.

1.2 The Project shall be a BOT (Build-Operation-Transfer) basis.

1.3 Specific terms of BOT shall be settled by the date of the Project contract.

2.	RELATIONSHIP OF THE PARTIES

2.1 MT & C and E-SMART shall cooperate in all aspect to complete the Project.

3.	MAJOR RESPONSIBILITY OF E-SMART

3.1 E-SMART shall consider an BOT project and make a business plan for implementing the Project, corresponding to documented information and government policies provided by MT & C.

3.2 E-SMART shall consider participating in projects as follows:

(a)

E-SMART shall run payment gateway (VAN) business.

(b)

E-SMART shall implement e-NID, e-Passport, and government employee card project.

(c)

E-SMART shall implement AFC system and operate it.

(d)

E-SMART shall implement government institution access control project.

(e)

E-SMART shall implement welfares and social funds smart card project.

3.3 E-SMART shall consider establishing a subsidiary company for preparing the Project and implementing the Project in the Republic of Kyrgyzstan.

3.4 E-SMART shall consider providing system engineers, system equipments and project managers in order to implement the Project.

4.	MAJOR RESPONSIBILITY OF