PARTNERSHIP AGREEMENT


Partnership Agreement made this 31 st day of January, 1998 by and between
Urban Transit Solutions, Inc. and Clancy Systems International, Inc.,
(individually the "Partner" and collectively the "Partners").

In consideration of the mutual terms, conditions and covenants hereinafter
set forth, the Partners agree as follows:


1.0  GENERAL

1.1  The purpose  of the  Partnership shall  be the  "Puerto Rico  Parking
     Meter Privatization Project".

1.2  The name of the Partnership  shall be Urban Transit  Solutions/Clancy
     Systems International, (the "Partnership").

1.3  The initial address of the Partnership shall be CA-8 Via Playera,
     Camino del Mar, Toa Baja, P.R. 00950, which address may be changed
     from time to time by the Partners.

1.4  The Partnership shall  begin on  January 31 st,  1998 and  continue
     until, and dissolve upon, the first happening of:

     (a) The dissolution of one Partner; or

     (b) The withdrawal, by written notice, of one Partner; or

     (c) The affirmative vote of a majority in interest of the Partners.

2.0  CAPITALIZATION

2.1  The Capital of the Partnership shall consist of $500,000  contributed
     in its entirety  by Clancy Systems,  Inc.  The  full amount shall  be
     deposited to the bank account held  by Urban Transit Solutions,  Inc.
     at First Bank Puerto Rico, account  number 25-500-2258.  The  initial
     deposit, mutually agreed upon by both parties consisting of a partial
     amount of  $200,000 shall  be  available by  method  of a  bank  wire
     transfer transaction not later than February 5th, 1998.  The  balance
     of the amount shall  be deposited 10 days  after the awarding of  the
     contract.

2.2  No Partner shall receive interest on his capital contribution.

2.3  If in the  opinion of  the majority  in interest  of the  Partnership
     additional capital is needed for the  proper conduct of the  business
     of  the  Partnership,  Clancy  Systems,  Inc.  shall  contribute   in
     accordance to the mutual agreed amount of capital as it may be deemed
     required for the proper development and operation of each  additional
     project.

<PAGE>

2.4  Each Partner shall be indemnified by the other Partners as to  excess
     over the Partner's interest in the Partnership in the event a Partner
     is compelled to pay and does  pay any Creditor of the Partnership  in
     satisfaction of an obligation of the  Partnership.  It is the  intent
     and purpose of  this provision  that all  of the  Partners shall  pay
     their pro rata share of the Partnership debts, regardless of  whether
     a creditor of the Partnership recovers payment from some but not  all
     of the Partners.


3.0  SHARES OF STOCK

3.1  The respective Partners shall own shares of stock in the  Partnership
     according to the following schedule:


          Clancy Systems International,  Inc.
          shares                  60%

          Urban Transit Solutions, Inc.
          shares                  40%


3.2  Any plan for an  increase in the number  of shares of either  Partner
     shall require the unanimous  consent of the  Partnership who are  the
     parties to this Agreement, or their successors.

3.3  All shares  now or  hereafter owned  by the  Partners or  prospective
     Partners or transferors shall  be subject to  the provisions of  this
     Agreement.

3.4  A separate "Partnership Account" shall be maintained for each Partner
     in this Agreement.

     (a) A capital investment could be  increased by (i) the  contribution
         to  the  capital  of  the  Partnership,  including  the   initial
         contribution (Paragraph 2.  1. above) and  (ii) the  distributive
         share of the Net Profits of the Partnership (Paragraph 3. 1); and
         decreased by (i)  distributions, (ii) the  distributive share  of
         Net Losses of the Partnership and (iii) the distributive share of
         expenditures of the Partnership  not deductible in computing  Net
         Profits/Losses and not properly treated as capital expenditures.

     (b) Distributions in kind shall be valued  at fair market value  less
         any liability which the Partner assumes on the distribution or to
         which the asset distributed is subject.

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4.0  MANAGEMENT

4.1  All matters to be determined by the Partners shall be determined by
     mutual consent of the Partners at a meeting when deemed appropriate.
     All matters determined by the Partners shall be recorded in a Minute
     Book reflecting the date, matter discussed and the action taken.

4.2  The Partners shall meet at least once each year.  Additional meetings
     may be held at the request of 51 % of the Partnership.  All  meetings
     shall be by written notice thirty
     (30) days in advance  so that each Partner  may be present either  in
     person or by
     written proxy authorization.

4.3  The fiscal year of the Partnership shall be determined at the  start-
     up of the first parking meter project in Puerto Rico.

4.4  Each Partner  shall have  the right  to inspect  the books,  records,
     reports and accounts of the Partnership during normal business hours,
     which books,  records, reports  and accounts  shall  be kept  at  the
     Partnership's place of business.

4.5  Urban Transit  Solutions,  Inc. shall  conduct  the business  of  the
     Partnership as the "Managing Partner".

4.6  Each Partner  shall be  bound by  any action  taken by  the  Managing
     Partner in good faith  under this Agreement.   In no event shall  any
     Partner be called upon to pay any amount beyond the liability arising
     against him on account of his capital contribution.

4.7  The Managing Partner shall not be liable for any error in judgment or
     any mistake of law or fact or any act done in good faith in the
     exercise of the power and authority as Managing Partner but shall be
     liable for gross negligence or willful default.

<PAGE>

5.0  PROHIBITIONS

5.1  No Partner shall sell, assign, mortgage, hypothecate or encumber  his
     interest in the Partnership without the express written permission of
     all the remaining Partners, without regard to interest.

5.2  All Partners shall meet their personal obligations and debts as  they
     become due and each  agrees to save and  hold the remaining  Partners
     and the Partnership harmless from all costs, claims and demands  with
     respect to such obligations and debts.

5.3  No Partner shall, except upon the approval of the Partnership by
     affirmative vote:

     (a) lend any Partnership funds;

     (b) incur any  obligation in  the name  of or  on the,credit  of  the
         Partnership;

     (c) lend any  of the  Partner's funds  to  the Partnership,  with  or
         without interest;

     (d) sell, assign, mortgage, hypothecate or encumber any asset of  the
         Partnership;

     (e) make an  assignment of  the assets  of  the Partnership  for  the
         benefit of creditors of the Partnership;

     (f) execute any guarantee on behalf of the Partnership;

     (g) release, assign or transfer a Partnership  claim or any asset  of
         the Partnership;

     (h) borrow in the name of the Partnership;

     (i) submit any Partnership claim or liability to arbitration;

     (j) initiate, conduct or settle litigation in the name of or
         pertaining to the
         Partnership; or;

     (k) invest Partnership funds or other assets.

5.4  Any Partner who commits a prohibited act shall be individually liable
     to the remaining  Partners, pro rata  to their Partnership  interest,
     for any loss caused by the prohibited act.


6.0  PROFITS/LOSSES AND DISTRIBUTIONS

6.1  Net Profits/Losses  shall  be  determined  in  accordance  with  good
     accounting  principles  and  shall  be  as  finally  determined   for
     Commonwealth of Puerto Rico income tax purposes.

6.2  Net Profits/Losses shall  be apportioned pro  rata according to  each
     Partner's interest.

6.3  Distribution shall be made upon the affirmative vote of the  Partners
     as provided for in paragraph 4. 1. herein.

<PAGE>

7.0  ADDITIONAL PARTNERS/DISSOLUTION

7.1  The Partnership may  admit additional Partners  upon the  affirmative
     vote of the Partners,  as provided for  herein.  Additional  Partners
     shall then be admitted upon payment  of a contribution to capital  as
     determined by  the Partnership  and each  Partner's interest  in  the
     Partnership as provided for in paragraph 3.1 shall be redetermined.

7.2  In the event of  the dissolution of the  Partnership for any  reason,
     the affairs of the Partnership shall be wound up and the proceeds  of
     the Partnership  distributed in  accordance with  the terms  of  this
     Agreement and the laws of the Commonwealth of Puerto Rico.


8.0  RIGHT OF FIRST REFUSAL-VOLUNTARY TRANSFER

8.1  Terms of the Offer, Offer Notice.  It is understood and agreed that a
     Partner shall be permitted to sell a portion not less than 10% of his
     shares or  the  entire  amount of  shares  as  specifically  provided
     herein, at any given  period after the  execution of this  agreement.
     If any Partner shall desire  to sell a portion  or all the shares  of
     the Partnership's stock owned by him (such Partner being  hereinafter
     referred to  as  the  "Offeror" and  such  shares  being  hereinafter
     referred to as  the "Offered Shares"),  then the  Offeror shall  give
     prior notice (the "Offer Notice") to the Partner hereinafter referred
     to as the "Offerees".  The Offer Notice shall:

     (a) State  the  name  and  address  of  the  person  (the   "Proposed
         Purchaser") to  whom the  Offeror proposes  to sell  the  Offered
         Shares and the price at and  the terms upon which he proposes  to
         sell the Offered Shares to the Proposed Purchaser (and shall have
         attached  thereto   a  commitment   letter  setting   forth   the
         substantial terms of the sale to the Proposed Purchaser); and

     (b) Constitute an offer  to sell to  the Offerees all,  but not  less
         than 10% or all of the Offered Shares at the same price and  upon
         the same  ten-ns as  the Offeror  proposes  to sell  the  Offered
         Shares to the Proposed Purchaser.

8.2  Acceptance of the Offer.  The  Offerees shall have a period of  sixty
     (60) days after the date of the  giving of the Offer Notice in  which
     to accept the offer.  Acceptance  shall be made by giving  concurrent
     notice thereof, within the sixty (60) day time limit, to the Offeror.
     In determining  whether  the  Partner shall  accept  such  Offer  the
     Offeror shall abstain from voting as a shareholder.

8.3  Priority Among Offerees.  If all or any of the Offerees shall  accept
     the offer made by the Offer Notice, then:

     (a) If the Partner shall have accepted such offer, the Offeror  shall
         sell and the Partner  shall purchase all or  such portion of  the
         Offered Shares  as it  desires of  the Offeror's  shares, at  the
         price, upon the terms  and in the manner  set forth in the  Offer
         Notice.

     (b) If the Partner  shall not have  accepted such offer  or it  shall
         have accepted only as to a  portion of the Offeror's Shares,  the
         Offeror shall  sell to  the other  Proposed Purchaser,  and  they
         shall purchase all of the balance of the Offered Shares.


<PAGE>

8.4  Failure of Offerees to  Accot.  If none  of the Offerees, within  the
     required time,  accepts  the Offer  made  by the  Offer  Notice,  the
     Offeror shall thereafter  within ninety (90)  days of  giving of  the
     Offer Notice have the right  to sell all, but  not less than 10%,  of
     the Offered Shares, but only to the Proposed Purchaser at the  price,
     upon the terms and in the manner set  forth in the Offer Notice.   If
     the Offeror shall not so sell the Offered Shares within such  period,
     the Offer  shall be  deemed  to have  lapsed  and the  Offeror  shall
     continue to hold the Offered Shares subject to the provisions of  the
     Agreement.   After such  a lapse  any offer  or attempt  to sell  the
     shares shall be treated as an original offer under this article.


9.0  INVOLUNTARY TRANSFER

9.1  If, other than by reason of a Corporate dissolution or merger, shares
     are transferred by  operation of  law to  any person  other than  the
     Joint Venture (such as, but not  limited to, a Shareholder's  trustee
     in bankruptcy, a  purchaser at any  creditor's or  court), the  Joint
     Venture within  sixty (60)  days, or  the remaining  Joint  Venturers
     within seventy (70)  days of the  Joint Venture's  receipt of  actual
     notice of the transfer, may notify  such transferee of its desire  to
     purchase all, but  not less than  all, of the  shares so  transferred
     ("Notice of Intent to Purchase").  In such a case, the purchase price
     shall be determined in  accordance with the book  value of the  Joint
     Venture's stock as reflected on the most recent balance sheet.

10. NON-COMPETE

10.1 During the  life of  this  agreement and  for  five years  after  the
     conclusion of this Joint Venture  agreement, "Joint Venturer "  shall
     not  engage  in   any  other  business   activity,  directly   and/or
     indirectly, to  any  person,  fin-n, corporation  and  other  entity,
     regardless of whether  it is for  profit, gain or  otherwise that  is
     similar to the business activity of Urban Transit Solutions in Puerto
     Rico and the U.S.  Virgin Islands.  Urban  Transit Solutions will  be
     bound to such agreement in the territory of the United States or  any
     other territory assigned to Clancy Systems International, Inc.


<PAGE>

11.0 MISCELLANEOUS

11.1 Arbitration.   If  any  controversy or  claim  arising  out  of  this
     Agreement cannot  be  settled by  the  Partners, the  controversy  or
     claims shall  be settled  by arbitration  in the  City of  San  Juan,
     Puerto Rico.

11.2 Governing Law.  This Agreement shall be enforced and construed  under
     and shall be subject to the laws of the Commonwealth of Puerto  Rico.
     If any  provision  of  this Agreement  shall  be  unlawful,  void  or
     unenforceable, that provision shall be deemed separate from and in no
     way shall  affect the  validity or  enforceability of  the  remaining
     provisions of this Agreement.

11.3 Notices.  All notices required to be given under this Agreement shall
     be either (i) personally delivered to the party to whom addressed  or
     (ii) sent  by  U.S. Mail,  postage  prepaid, Certified  Mail,  Return
     Receipt Requested, addressed to the Partner  at the last address  for
     that Partner as maintained by the Partnership.

11.4 Entire Agreement.  This Agreement contains the full and complete
     understanding  of  all  of  the   Partners  with  reference  to   the
     Partnership and supersedes all  prior agreements and  understandings,
     whether written or oral.  This agreement may not be amended except in
     writing and upon the consent of all of the Partners then existing  of
     the Partnership.

11.5      Successors.  This Agreement shall be binding on and inure to the
     benefit of the respective  successors, permitted assigns,  executors,
     administrators, personal  representatives  and beneficiaries  of  the
     Partners.

11.6      Subject Headings.  The subject  headings used in this  Agreement
     are for  convenience only  and  shall not  be  deemed to  affect  the
     meaning or construction of any of the provisions of this Agreement.

This  Agreement  constitutes  the  entire  agreement  between  the   Joint
Venturers pertaining to the subject matter contained in it, and supersedes
all prior and contemporaneous agreements, representations, warranties  and
understandings of the parties.

No supplement,  modification  or  amendment of  this  Agreement  shall  be
binding unless executed in writing by  all the parties hereto.  No  waiver
of any  of the  provisions of  this Agreement  shall be  deemed, or  shall
constitute, a  waiver  of any  other  provision, whether  similar  or  not
similar, nor shall any waiver constitute  a continuing waiver.  No  waiver
shall be binding unless in writing signed by the party making the waiver.

Executed by the Partners as of the date first above written.


             Karenen Garnik              Stanley J. Wolfson
      Urban Transit Solutions, Inc.  Clancy Systems International, Inc.



            Jose Luis Fernandez              Phil Davis
      Urban Transit Solutions, Inc.  Clancy Systems International, Inc.