GRT")

   1

                                                                    Exhibit 10.2

BETWEEN:

            XXXXX XXXX XXXXXX

            ("Xxxxxx")

AND:

            GESTURE RECOGNITION TECHNOLOGIES (GRT)
            INTERNATIONAL LIMITED

            ("GRT")

WHEREAS:

X. Xxxxxx and DSI Datotech Systems, Inc. ("Datotech") entered into an Agreement
on the 28th day of February, 2000 (the "Agreement") a copy of which is attached
hereto as Schedule "A";

B. Pursuant to clause 6 of the Agreement, Xxxxxx has been granted an option (the
"Option") to sell or license certain technology owned by Datotech to a
partnership or corporation on condition that such partnership or corporation
pays to Datotech the sum of U.S.$8,000,000 and issues to Datotech a 20%
undiluted equity interest in such partnership or corporation.

NOW THEREFOR THIS AGREEMENT WITNESSETH that, in consideration for the payment by
GRT to Xxxxxx of the sum of U.S.$10, Xxxxxx hereby irrevocably assigns to GRT
all of Xxxxxx'x right, title and interest in and to the Option.

IN WITNESS WHEREOF parties have executed this Agreement effective the date first
above written.


/s/ Xxxxx Xxxx Xxxxxx
---------------------
  XXXXX XXXX XXXXXX

   2

GESTURE RECOGNITION TECHNOLOGIES
(GRT) INTERNATIONAL LIMITED


Per: /s/ Xxx Xxxxxxxx
     --------------------
     Authorized Signatory

Notice of the above Assignment is hereby acknowledged effective the 28 day of
July 2000.

DSI DATOTECH SYSTEMS INC.


Per: /s/ Xxxxxx X. Pardiak
     ---------------------
     Authorized Signatory