0001376799-07-000046 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • November 13th, 2007 • Identica Holdings Corp • Wholesale-hardware • New York

WARRANT AGREEMENT (“Agreement”), dated as of November 19, 2005, by and between Identica Holdings Corporation., a Nevada Canada corporation (the “Company”), and eRoomSystem Technologies, Inc., a Nevada corporation (“Warrantholder”). Certain capitalized terms used herein are defined in Section 14 hereof.

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The Dependable Biometrics
Letter Agreement • November 13th, 2007 • Identica Holdings Corp • Wholesale-hardware

This correspondence is intended to confirm that Techsphere Co., Ltd. (“Techsphere”) and Identica Holdings Corporation (“Identica”) are in the final stages of amending the exiting Distributorship Agreement in two significant aspects:

CONSULTING AGREEMENT
Consulting Agreement • November 13th, 2007 • Identica Holdings Corp • Wholesale-hardware • Ontario

This Consulting Agreement (this "AGREEMENT") is made and entered into as of May 1, 2005, by and between Identica Corp. (the "COMPANY"), and 1462869 Ontario Inc. ("CONSULTANT").

ASSET PURCHASE AND LIABILITYASSUMPTION AGREEMENT
Asset Purchase and Liabilityassumption Agreement • November 13th, 2007 • Identica Holdings Corp • Wholesale-hardware • Ontario

This Agreement entered into this the 18th day of November, 2005 by Identica Corp., an Ontario, Canada corporation (hereinafter "Seller"), and Identica Holdings Corporation, a Nevada, USA corporation (hereinafter "Buyer").

SERIES “A” CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Convertible Preferred Stock Purchase Agreement • November 13th, 2007 • Identica Holdings Corp • Wholesale-hardware • Nevada

THIS SERIES “A” CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") made as of the __ day of May 2007 by and among IDENTICA HOLDINGS CORPORATION, a Nevada corporation (the "Company") and the Investors identified in Schedule 1 attached hereto (each an "Investor" and collectively the "Investors").

CONSULTING AGREEMENT
Consulting Agreement • November 13th, 2007 • Identica Holdings Corp • Wholesale-hardware • Ontario

This Consulting Agreement (this "AGREEMENT") is made and entered into as of May 1, 2005, by and between Identica Corp. (the "COMPANY"), and Faward Consulting Corp. ("CONSULTANT").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 13th, 2007 • Identica Holdings Corp • Wholesale-hardware • Ontario

This Agreement entered into this the 25 day of April, 2005 by American Biometrics and Security, Inc., a Florida corporation (hereinafter "Seller"), and Identica Corp., an Ontario, Canada corporation (hereinafter "Buyer").

INVESTOR RIGHTS AGREEMENT
Rights Agreement • November 13th, 2007 • Identica Holdings Corp • Wholesale-hardware • Florida

INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of May __, 2007, by and among Identica Holdings Corporation, a Nevada corporation (the “Company”), and each of the investors listed on Schedule A attached hereto (the “Investors”).

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