Hawk Biometric Technologies, Inc.

EXHIBIT 10.5

Hawk Biometric Technologies, Inc.

000 Xxxxx Xxxxxxx Xx, Xxx 000

Xxxx Xxxx Xxxxx, XX 00000

February 13, 2009

Xx. Xxxxxxx Xxxxxx

President

Cresta Capital Strategies, LLC

0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000

Xxxxxxxx, XX 00000

Dear Xx. Xxxxxx:

Reference is made to the Investment Banking Agreement (the “Agreement”) executed June 4, 2008 between Cresta Capital Strategies, LLC (“Cresta”) and Hawk Biometric Technologies, Inc. (“HAWK”).

The parties hereby agree to amend the Agreement in the following manner:

(a)

Both parties recognize and acknowledge that Cresta continues to provide valuable services to Hawk, and Hawk would like Cresta to continue to provide such services on an ongoing basis.

(b)

The parties agree to amend section 2(f) of the Agreement to require HAWK to pay to Cresta, in addition to the amounts due under the existing section, a monthly fee of $100,000, payable on the first calendar day of each month following the completion of the merger contemplated with Explorations Group.   This monthly fee shall continue throughout the Term of the Agreement.

(c)

The parties agree to amend section 2(f) of the Agreement to require HAWK to pay Cresta a one time success fee payment of $50,000 to compensate Cresta for the extensive work performed by it in relation to Hawk’s potential merger with Explorations Group, receipt of which is acknowledged by Cresta as of the date of this letter.

(d)

The parties hereby agree to amend section 1(a) to extend the Term of the Agreement for one additional year, so that the initial Term will expire on February 13, 2010, subject to any and all of the automatic renewal periods contained in the Agreement, which shall remain in full force and effect.

Sincerely,

/s/ Xxxxx Xxxxxxx

Xxxxx Xxxxxxx

On Behalf of Hawk Biometric Technologies,

Inc.

Agreed to and accepted by:

/s/ Xxxxxxx Xxxxxx

Xxxxxxx Xxxxxx

On Behalf of Cresta Capital Strategies, LLC