EXHIBIT 7
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AGREEMENT
FOR TEN ($10.00) DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION, the
receipt and sufficiency of which are hereby acknowledged (including, without
limitation, facilitation of the financing for the merger of Lightec
Communications Inc. and LT Acquisition Corp., a wholly-owned subsidiary of
Security Biometrics, Inc.) pursuant to that certain Merger Agreement dated as of
March 14, 2002, by and among Security Biometrics, Inc. ("Biometrics"), LT
Acquisition Corp. ("Newco"), Lightec Communications Inc., Xxxxxxxx Xxxxxxxx and
Xxxxxxx Xxxxxxxx (the "Merger");
NOW, THEREFORE, XXXXX XXXXXX, an individual residing at Xx.0 Xxxxxxxxxx
Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X0X0 ("Xxxxxx"), the Grantor under that
Certain GESTURE RECOGNITION TECHNOLOGY GRI INTERNATIONAL LIMITED TRUST dated
July 26, 2000 created under the laws of Barbados (the "Trust"), which Trust is
the majority shareholder of Biometrics, hereby irrevocably agrees to cause the
Trustee of the Trust, Canadian Imperial Bank of Commerce, with offices at
Warrens St. Xxxxxxx Barbados to transfer Ten Million (10,000,000) Biometrics
shares (the "Shares") to XXXXXX XXXXXX, a resident of Greenwich, Connecticut
("Xxxxxx"), and to take any and all actions, at Xxxxxx'x sole cost and expense,
necessary to accomplish said transfer as soon as practicable. Xxxxxx represents
and warrants to Xxxxxx that the sole beneficiary of the Trust is Xxxxxx'x son,
Xxxxx Xxxxxx, 22 years old (the "Beneficiary"), that the Beneficiary is fully
competent and has (as evidenced by his written consent below) approved the
transfer of the Shares described herein to Xxxxxx, that the shares shall be
transferred to Xxxxxx free and clear of any and all liens and encumbrances and
shall be fully and freely transferable, and that Xxxxxx has all requisite power
and authority to transfer the Shares to Xxxxxx as herein provided under the
terms of the Trust and all applicable laws.
This Agreement may be executed and approved in one or more counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument. Facsimile signatures shall be deemed originals for
purposes of this Agreement.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of this
17th day of May 2002.
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
CONSENTED AND AGREED TO THIS
20TH DAY OF MAY, 2002
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
NOTARIZED
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