<PAGE>

                                                                  EXHIBIT 10.16

                   MASTER PURCHASE ORDER ASSIGNMENT AGREEMENT

THIS AGREEMENT is made on the 13th day of September, 2002, by and between
TRANSCAP TRADE FINANCE, an Illinois general partnership (the "CONTRACTOR") and
NOTIFY TECHNOLOGY CORPORATION, a California corporation (the "MANUFACTURER"), as
follows:

BACKGROUND OF AGREEMENT:

A.       The parties have signed an agreement in principle to enter into a
         purchase order assignment program under which the Manufacturer will
         assign customer purchase orders to the Contractor and request the
         Contractor to purchase the required materials to fulfill such purchase
         orders; the Contractor will retain the Manufacturer to manufacture,
         process and ship ordered goods; and fees will be paid to the
         Manufacturer for its services upon payment to the Contractor for the
         goods.

B.       The parties desire to enter into a formal agreement to set forth the
         terms and provisions of the purchase order assignment program.

         THEREFORE, in consideration of the services to be performed, the
payments to be made, and the obligations to be assumed as set forth in this
Agreement, the parties agree as follows:

         1.       DEFINITIONS. In this Agreement, the following frequently used
terms are defined as set forth in this paragraph 1:

         (a)      The "CERTIFICATE" means the Purchase Order Package
Certificate required to be delivered with each request for assignment of a
purchase order. The form of Certificate is attached to this Agreement as
Exhibit "A" and made a part hereof.

         (b)      With respect to each purchase order submitted for
assignment hereunder, the Certificate will define the "PRODUCT" (the end product
to be delivered to the customer), the "CUSTOMER" (the business entity which
issues the purchase order), the "MATERIALS" (the materials required to produce
the Product), the "PREMISES" (Manufacturer's facility or such independent
warehouse as may be required by the Contractor where the Materials will be
delivered and Products will be produced), the "P.O. PRICE" (the purchase price
to be paid by the Customer for the Products), the "P.O. DELIVERY DATE" (the date
on which Products are to be delivered to the Customer as set forth in the
Certificate), and the "MATERIALS DELIVERY DATE" (the date on which the Materials
are to be delivered to the Manufacturer as set forth in the Certificate). In
those instances in which the Manufacturer is primarily engaged in the
warehousing and distribution business, Materials and Products may refer to the
same goods.

         (c)      A purchase order delivered to the Manufacturer in the ordinary
course of its business is as a "P.O." A P.O. which meets all of the requirements
of paragraph 3 below is deemed to be unconditionally accepted by Contractor and
is referred to as an "ACCEPTED P.O." The date on which the Contractor delivers
notice of acceptance of the assignment of the P.O. is referred to as the
<PAGE>
"ACCEPTANCE DATE". When an Accepted P.O. is made null and void pursuant to this
Agreement, it is referred to as a "CANCELED P.O." Under certain circumstances,
when a P.O. is not assignable to the Contractor, the Contractor will accept an
assignment of the proceeds of the P.O. In such cases, the terms P.O. and
Accepted P.O. will mean the proceeds of such P.O. or Accepted P.O. as the case
may be.

         (d)      A financial institution engaged in the practice of lending
sums to the Manufacturer secured at least in part by Manufacturer's accounts
receivable is referred to as the "ACCOUNTS RECEIVABLE LENDER". The existing
Accounts Receivable Lender involved in this transaction (if any) is identified
on Addendum I attached hereto. A "SENIOR LENDER" is any financial institution
(including the Accounts Receivable Lender) which is engaged in lending sums to
the Manufacturer from time to time secured by liens on some or all of the
Manufacturer's assets. Each existing Senior Lender involved in this transaction
(if any) is also identified on Addendum I.

         (e)      The inventory of Products produced for satisfaction of a P.O.
is referred to as the "P.O. INVENTORY"; the invoice rendered upon delivery of
Products pursuant to a P.O. is referred to as the "P.O. INVOICE"; and payments
received on account of P.O. Invoices (whether paid by the Customer, the Accounts
Receivable Lender, the Manufacturer, or any other party) are referred to as the
"P.O. PROCEEDS".

         (f)      The Manufacturer may repurchase an Accepted P.O. pursuant to
paragraph 8(b) below. In the absence of such repurchase, an Accepted P.O.
becomes a "DELINQUENT P.O." if the P.O. Price is not paid to the Contractor by
the earliest of (i) the due date for payment of the P.O. Invoice, (ii)
seventy-five (75) days following the Funding Date if Contractor issues its
letter of credit or purchase order, (iii) thirty (30) days following the Funding
Date if Contractor advances funds by other than issuing its letter of credit or
purchase order, or (iv) the date on which the Accepted P.O. is canceled.

         (g)      If a lock box collection procedure is established pursuant to
this Agreement, the term "LOCK BOX" refers to the Contractor's lock box account;
and the term "LOCK BOX BANK" means the bank at which the Contractor establishes
the Lock Box and so notifies Manufacturer in writing. The Lock Box and Lock Box
Bank involved in this transaction (if any) are identified on Addendum II
attached hereto.

         (h)      The "FUNDING DATE" is the date on which the Contractor makes
its first Materials purchase in connection with an Accepted P.O. or issues its
letter of credit or purchase order or otherwise advances funds to or for the
benefit of or on account of an Accepted P.O., whichever is earlier. The
"CLEARANCE DATE" is the date on which the Contractor (or the Lock Box Bank) has
received full payment of the P.O. Price in connection with an Accepted P.O. in
fully collected funds.

         (i)      The Manufacturer will perform its obligations in accordance
with the "MANUFACTURER'S SPECIFICATIONS" which are set forth on Exhibit "B"
attached hereto and will be paid a "MANUFACTURER'S FEE" computed in accordance
with the provisions of paragraph 7(c) below. The Manufacturer's obligations are
secured by a "SECURITY AGREEMENT" described in paragraph 10 below.

                                      -2-
<PAGE>
         (j)      The Contractor will be paid a "COMMITMENT FEE" (computed and
paid pursuant to paragraph 6 below), the "CONTRACTOR'S DEAL FEES" (computed and
paid pursuant to paragraph 7 below), and "CONTRACTOR'S EXPENSES" (computed and
paid pursuant to paragraph 9 below). For purposes of computing the waiver of
portions of the Commitment Fee, the term "PRODUCT VOLUME" means the aggregate of
(a) the face amounts of all letters of credit issued by Contractor plus (b) the
aggregate amount of funds advanced by Contractor by other than issuing its
letters of credit, in connection with an Accepted P.O. for which a P.O. Invoice
is issued on or before the date on which payment of the Commitment Fee is due,
and "MINIMUM VOLUME" means Product Volume which equals or exceeds $2,250,000.

         (k)      The "SECURITY DEPOSIT" (as defined in paragraph 3(b)(i)) and
the "ADDITIONAL SECURITY DEPOSIT" (as defined in paragraph 3(b)(i)) will be
maintained in accordance with paragraph 10.1.

         2.       SUBMISSION OF P.O.'S FOR ASSIGNMENT. Subject to the terms of
this Agreement, the Manufacturer may request that the Contractor accept an
assignment of each P.O. submitted to and accepted by Manufacturer and make
Material purchases to fulfill the P.O. Each such request shall be made pursuant
to a completed and signed Certificate delivered to the Contractor.

         3.       ACCEPTANCE OF P.O. ASSIGNMENTS.

         (a)      Subject to the conditions and requirements set forth in this
paragraph 3, Contractor agrees to accept or decline acceptance of the assignment
of a P.O. submitted to Contractor pursuant to the provisions of paragraph 2
above (in Contractor's absolute discretion) by delivery of written notice to
Manufacturer. Contractor will use its best efforts to deliver such acceptance by
5:00 p.m. on or before the fourth full business day after Contractor receives
the Certificate.

         (b)      Notwithstanding the provisions of paragraph 3(a) above,
Contractor shall not accept the assignment of any P.O. which does not meet the
following requirements:

                           (i)      Contractor's funding commitment with
respect to the P.O. shall not exceed 58% of the P.O. Price, provided, however,
that prior to Contractor's advance of funds, Manufacturer shall deposit with the
Contractor an amount equal to (A) $1.50 per unit plus (B) the aggregate amount
of capital required to purchase Materials and deliver Products to a Customer in
connection with the P.O. minus the lesser of 58% of the P.O. Price or 90% of the
advance to be made by the Receivable Lender for such P.O. Price (the sum of (A)
and (B) being referred to herein as the "Security Deposit"), and shall deposit
with the Contractor (or, at Manufacturer's discretion, may deposit with the
applicable vendor of Materials) an amount equal to $4.00 per unit (such amount,
if deposited with Contractor, is referred to herein as the "Additional Security
Deposit");

                           (ii)     Manufacturer shall have on deposit with
Contractor a Security Deposit and, if required, an Additional Security Deposit
as set forth in paragraph 10.1 hereof.

                           (iii)    Upon the purchase of Materials
required for the P.O., or upon any other advance of funds in connection with the
P.O., the Contractor's aggregate outstanding funding pursuant to this Agreement
shall not exceed the sum of $750,000:

                                      -3-
<PAGE>
                           (iv)     An original, signed copy of the Certificate
shall have been delivered to the Contractor;

                           (v)      All information contained on the Certificate
shall be verified by Contractor to ensure (to Contractor's satisfaction) that
the Materials Delivery Date and P.O. Delivery Date are reasonable and that the
P.O. is bona fide (which verification may include, without limitation, direct
confirmation from the Customer and any vendors); and

                           (vi)     The Manufacturer shall have delivered to the
Contractor such additional information and documentation as the Contractor may
have from time to time requested.

         (c)     Notwithstanding the other provisions of this paragraph 3, the
Contractor's acceptance of the assignment of a P.O. shall be made null and void
and the P.O. shall be deemed a Canceled P.O. upon the occurrence of any one of
the following:

                           (i)      The failure of the Contractor to obtain
accepted orders for Materials at prices and on other terms and conditions
acceptable to the Contractor within five (5) business days following the
Acceptance Date, and Contractor's notice to the Manufacturer thereof. Upon
delivery of such notice to Manufacturer, Contractor's rights and interests in
and to the P.O. will be terminated absolutely and Contractor shall have no
obligation whatsoever to Manufacturer with respect to such P.O.;

                           (ii)     The failure of a vendor of Materials to
deliver Materials which conform to Contractor's specifications to the Premises
on or before the Material Delivery Date. Upon such failure of delivery,
Contractor shall have the right to require Manufacturer to purchase the
Materials from Contractor and shall assign to Manufacturer the right to receive
those Materials which have not then arrived at the Premises;

                           (iii)    The cancellation of the P.O. prior to
delivery of Products to the Customer. Upon such cancellation, Manufacturer shall
pay Contractor such sums as are required pursuant to paragraph 8 below; and

                           (iv)     The failure of the Manufacturer to
obtain (if so requested by Contractor) a waiver and release of Contractor by the
Customer of any and all liability for breach of any and all express or implied
warranties or product liability claims with respect to the Products or the use
and distribution thereof.

         (d)      A P.O. shall be deemed an Accepted P.O. only when (i) the P.O.
is submitted for assignment by the Manufacturer pursuant to a Certificate or
such other form of submission to which the Contractor may from time to time
consent, (ii) the Contractor shall deliver notice of acceptance of assignment to
the Manufacturer pursuant to subparagraph (a) or, in the absence of such notice
of acceptance, the Contractor shall purchase Materials with respect to the P.O.
or otherwise advance of funds in connection with the P.O., (iii) the P.O. shall
meet each of the requirements of subparagraph (b) above unless otherwise waived
by the Contractor, and (iv) none of the events described in subparagraph (c)
above shall have occurred prior to delivery of the Products to the Customer
pursuant to the P.O. Until such time as each of the aforedescribed requirements
and

                                      -4-
<PAGE>
conditions is satisfied in full, Contractor's acceptance of an assigned P.O.
shall be deemed conditional and subject to revocation at any time.

         4.       APPOINTMENT OF MANUFACTURER.

         (a)      Subject to the other provisions of this Agreement, with
respect to all Accepted P.O.'s (and only so long as such P.O. remains an
Accepted P.O.) Contractor hereby appoints the Manufacturer as Contractor's
exclusive source for acceptance of Materials at the Premises, and for performing
or causing to be performed in accordance with the Manufacturer's Specifications
all manufacturing, processing and warehousing requirements with respect to the
conversion of Materials into Products, and the delivery of Products to
Customers, and the Manufacturer hereby accepts such appointment. Manufacturer
agrees to perform all of its obligations pursuant to this paragraph 4 in a good
and workmanlike manner, to utilize quality control procedures consistent with
the standards of Manufacturer and the industry, and to otherwise comply with
each of the Manufacturer's Specifications.

         (b)      So long as any Materials or Products are located at the
Premises or are scheduled for delivery to the Premises, Manufacturer agrees to
perform in accordance with all of the Manufacturer's Specifications. If any
Materials or Products are located at any facility of the Manufacturer or at an
independent warehouse which is not acceptable to the Contractor, the
Manufacturer shall furnish the Contractor which a surety bond in the amount of
$2,000,000 issued by a company and having terms acceptable to the Contractor.

         (c)      Manufacturer further agrees that with respect to Materials
purchased by Contractor pursuant to (and in accordance with) a Certificate which
are not (or cannot be) used in connection with the applicable Accepted P.O.,
upon Contractor's written notice:

                           (i)      Manufacturer shall purchase such
Materials from Contractor within three (3) days following Contractor's notice
for a purchase price equal to Contractor's costs for the Materials; or

                           (ii)     If Manufacturer fails to make such
purchase of Materials, such Materials shall be sold by Contractor and the
proceeds thereof applied first to Contractor's costs for the Materials, and the
balance, if any, to Manufacturer.

         5.       PAYMENT AND RE-ASSIGNMENT.

         (a)      Upon delivery of Products to the Customer pursuant to an
Accepted P.O., Manufacturer shall issue a P.O. Invoice (and deliver any other
related documents required by the applicable P.O. for issuance of an invoice on
account of such P.O.) to the Customer for the full P.O. Price. Upon Contractor's
direction, the P.O. Invoice so issued shall be in the name of the Contractor and
shall direct the Customer to make payment to the Contractor (or the Lock Box, if
applicable). Manufacturer shall immediately pay to the Contractor any sums from
time to time received by the Manufacturer from the Customer or any other party
other than the Contractor on account of a P.O. Invoice. Upon Contractor's
demand, each P.O. Invoice shall be prepared on such invoice form as Contractor
may designate.

                                      -5-
<PAGE>
         (b)      At such time as Contractor has received payment in full on
account of a P.O. Invoice, the Contractor shall re-assign the applicable
Accepted P.O. and all rights with respect thereto to the Manufacturer and the
Manufacturer shall accept such re-assignment. The re-assignment shall be
evidenced by a Re-Assignment and Release of Purchase Order in the form of
Exhibit "C" attached hereto.

         (c)      Sums received by the Contractor on account of a P.O.
Invoice shall be applied by the Contractor for the satisfaction of the expenses,
fees and charges described in this Agreement pursuant to the priorities of
payment set forth in paragraph 7 below. Provided, however, that Manufacturer
shall pay all sums due Contractor upon a Delinquent P.O. in the manner and
pursuant to the terms of paragraph 8 below.

         6.       COMMITMENT FEE.

         (a)      Subject to the provisions of this paragraph 6, Manufacturer
shall pay Contractor a Commitment Fee in consideration of Contractor's
commitment to reserve and have available sufficient funds to purchase Materials
or to otherwise advance funds in connection with a P.O. for Product Volume in
amounts equal to or exceeding the Minimum Volume as contemplated by this
Agreement. The Commitment Fee shall be in the sum of $61,875 and shall be paid
by Manufacturer on the earlier of twelve months following the date of this
Agreement or the date of termination of this Agreement. In the event the term of
this Agreement is renewed for one or more twelve month renewal terms, for each
such renewal, Manufacturer shall pay Contractor a Commitment Fee in the sum of
$61,875, which fee shall be paid by Manufacturer on the earlier of twelve months
following the date of the renewal of this Agreement or the date of termination
of this Agreement. The Commitment Fee for the initial term of this Agreement is
deemed by the parties to have been earned by the Contractor upon the signing of
this Agreement, as of which date the Contractor has reserved the requisite
funds. The Commitment Fee for each renewal term of this Agreement is deemed by
the parties to have been earned by the Contractor upon each renewal date of this
Agreement, as of which date the Contractor has reserved the requisite funds.

         (b)      Notwithstanding the provisions of subparagraph (a) above,
all or a portion of the Commitment Fee shall be waived in accordance with the
provisions of this subparagraph (b). If Product Volume for the initial term or
any renewal thereof as of the due date for payment of the Commitment Fee equals
or exceeds the Minimum Volume, the entire Commitment Fee shall be waived by the
Contractor. If Product Volume for the initial term or any renewal thereof as of
the due date for payment of the Commitment Fee does not equal or exceed the
Minimum Volume, Contractor shall waive that portion of the Commitment Fee equal
to the Commitment Fee multiplied by a fraction, the numerator of which is the
Product Volume as of the due date for payment of the Commitment Fee, and the
denominator of which is the Minimum Volume.

         7.       COMPENSATION OF CONTRACTOR AND MANUFACTURER.

         (a)      Payments received by the Contractor on account of Accepted
P.O.'s will be applied in the following order of priority:

                                      -6-
<PAGE>
                           (i)      First, to pay Contractor's Expenses to
the extent that such expenses are then due pursuant to the terms of paragraph 9;

                           (ii)     Second, to the payment of the Contractor's
Deal Fees in connection with the Accepted P.O. and all other Accepted P.O.'s
that became Accepted P.O.'s concurrently with such Accepted P.O.;

                           (iii)    Third, to pay any shortage then existing in
the Security Deposit as set forth in paragraph 10.1;

                           (iv)     Fourth, to reimburse the Contractor for the
cost of Materials and for other advances made in connection with an Accepted
P.O. (without regard to term or prompt payment discounts) purchased in
connection with the Accepted P.O. and all other Accepted P.O.'s that became
Accepted P.O.'s concurrently with such Accepted P.O.; and

                           (v)      Fifth, to the payment of the Manufacturer's
Fee in connection with the Accepted P.O.

         (b)      The Contractor's Deal Fees with respect to each Accepted P.O.
shall be as follows:

                           (i)      A transaction initiation and set-up fee in a
sum equal to 2.75% of the aggregate of (a) the face amounts of all letters of
credit issued by Contractor (or other financial accommodations) plus (b) all
funds advanced by Contractor by other than issuing its letters of credit, in
each case net of the amount of the Additional Security Deposit; plus

                           (ii)     A daily maintenance fee in a sum equal to
0.09166% of the aggregate of the face amounts of all letters of credit issued by
Contractor (or other financial accommodations) and all funds advanced by
Contractor by other than issuing its letters of credit which remain outstanding
for more than thirty (30) days, in each case net of the amount of the Additional
Security Deposit; plus

                           (iii)    A Materials advance fee in a sum equal to
the Applicable Daily Rate (as hereinafter defined) multiplied by the aggregate
amount outstanding on all letters of credit (or other financial accommodations)
and all funds advanced by Contractor by other than issuing its letters of credit
(in each case net of the amount of the Additional Security Deposit) on account
of purchases of Materials or other advances made in connection with a P.O.
multiplied by the number of days from the earliest of (A) the date on which any
such letter of credit or purchase order or financial accommodation is negotiated
into cash by any person, or (B) the date funds are advanced by other than
issuing a letter of credit or purchase order, to and including the Clearance
Date. The "Applicable Daily Rate" shall mean the prime rate as in effect from
time to time at the American National Bank, Chicago, Illinois, plus 4%, divided
by 360.

                           (iv)     In the event of a Delinquent P.O., a late
payment fee in a sum equal to 0.067% of the outstanding portion of the P.O.
Price multiplied by the number of days from the date an Accepted P.O. becomes a
Delinquent P.O. to and including the Clearance Date. Notwithstanding the
foregoing, if the sum of the transaction initiation and set-up fee and the daily
maintenance fee is not equal to or greater than $2,500 with respect to an
Accepted P.O., the

                                      -7-
<PAGE>
minimum aggregate amount payable by Manufacturer to Contractor for the
transaction initiation and set-up fee and the daily maintenance fee with respect
to such accepted P.O. shall be equal to $2,500.

                           (c)      The Manufacturer's Fee with respect to each
Accepted P.O. shall be equal to the collected P.O. Proceeds with respect to such
Accepted P.O. less all sums payable pursuant to subparagraphs (a)(i), (ii),
(iii) and (iv) above and less 100% of all term discounts or discounts for prompt
payment taken by Customer.

                           (d)      Sums due on account of the expenses and fees
described in subparagraphs (a)(i), (ii), (iii) and (iv) above shall be paid as
and when proceeds are received with respect to the applicable Accepted P.O. The
Manufacturer's Fee will be paid not later than the second business day after the
Clearance Date and after satisfaction of all costs, fees and expenses having a
higher priority then due and owing.

         8.       REPURCHASE; REASSIGNMENT.

         (a)      Contractor shall have the right to require the Manufacturer to
immediately purchase any Delinquent P.O. (and inventory of Materials and
Products in the case of a Canceled P.O.) for an amount equal to the full amount
outstanding under the P.O. Invoice (or the P.O. Price in the case of a canceled
P.O.). Any such payment by the Manufacturer shall be deemed to be P.O. Proceeds
and shall be applied in accordance with the priorities and terms set forth in
paragraph 7 above.

         (b) In the event that Manufacturer makes all payments due on a
Delinquent P.O. or Canceled P.O. pursuant to the provisions of subparagraph (a)
above, Contractor shall thereupon immediately assign to Manufacturer all of
Contractor's rights and interests in and to the P.O. Invoice and the P.O.
Proceeds and any Materials or Products in the possession of Contractor or
Manufacturer with respect to such Delinquent P.O.

         9.       CONTRACTOR'S EXPENSES. Immediately upon Contractor's demand,
Manufacturer shall pay or reimburse Contractor for all Contractor's Expenses.
Contractor's Expenses include all reasonable expenses, fees, and costs incurred
by Contractor in connection with the creation of and performance of this
Agreement and the transactions contemplated hereby, including without
limitation, the expenses of Contractor's representative at the Premises,
insurance and credit insurance premiums, audit costs, attorney's fees,
Contractor's travel expenses, Lock Box Bank charges, and filing fees.
Contractor's demand for payment of Contractor's Expenses will be made in writing
and will include reasonable documentation of the expenses for which
reimbursement is demanded. Contractor acknowledges receipt of the sum of $4,000
deposited by Manufacturer to be applied towards the payment of Contractor's
Expenses.

         10.      SECURITY INTERESTS. As security for the performance by
Manufacturer of each of its obligations under this Agreement, Manufacturer
hereby grants the following security interests to the Contractor:

         (a)      A security interest in all of Manufacturer's assets in
accordance with the provisions of the Security Agreement in form satisfactory to
Contractor. Provided, however, that such grant of

                                      -8-
<PAGE>
security interest shall be subordinate to the lien of the Senior Lender (if any)
in any common collateral.

         (b)      The right to set-off against any and all amounts due to the
Manufacturer hereunder any sums which are due to the Contractor hereunder which
have become past due and delinquent under this Agreement.

         (c)       All of the Manufacturer's rights and interests in, and right
of payment from, the Accounts Receivable Lender of all sums paid or payable by
the Accounts Receivable Lender from time to time to the Manufacturer.
Manufacturer agrees to direct the Accounts Receivable Lender to make such
payments to Contractor pursuant to such written direction as Contractor may
request from time to time.

         (d)      All checks, notes, deposits, drafts, and other instruments of
payment on account of or related to an Accepted P.O., and all bills of lading
and other documents of title related to an Accepted P.O. Manufacturer hereby
irrevocably designates and appoints the Contractor (and all persons designated
by the Contractor) as the Manufacturer's true and lawful attorney-in-fact and
agent-in-fact and Contractor (or Contractor's agent) may. without notice to
Manufacturer:

                           (i)      At any time endorse by writing or stamping
Manufacturer's name on any checks, notes, deposits, drafts or other instruments
of payment on account of, relating to, or representing the proceeds of an
Accepted P.O. or any other collateral described herein or in the Security
Agreement (collectively the "Collateral") which come into the possession of the
Contractor or are under Contractor's control and deposit the same to the account
of the Contractor for application to all sums due from the Manufacturer to the
Contractor hereunder;

                           (ii)     At any time endorse by writing or stamping
Manufacturer's name on any bill of lading or other document of title relating to
an Accepted P.O.; and

                           (iii)    At any time after the occurrence of a
default by the Manufacturer hereunder or pursuant to the Security Agreement, in
Manufacturer's or Contractor's name, demand payment of, enforce payment of,
exercise all of Manufacturer's rights and remedies with respect to, settle,
adjust, compromise, initiate and prosecute legal proceeding with respect to, and
otherwise take all actions with respect to the Collateral which are, in the
Contractor's sole discretion, necessary or desirable in order to fulfill
Manufacturer's obligations under this Agreement and otherwise realize the full
economic value of the Collateral.

         10.1     SECURITY DEPOSIT AND ADDITIONAL SECURITY DEPOSIT. (a) The
Security Deposit and the Additional Security Deposit shall be held and applied
by the Contractor as follows:

                  (i)      Contractor shall hold the Security Deposit and the
Additional Security Deposit in such depositories as it determines and may
commingle the same with other funds from time to time in Contractor's
possession. No interest or other earnings shall be payable on account of sums
held as a Security Deposit or as an Additional Security Deposit.

                  (ii)     Upon the occurrence of a default as set forth in
paragraph 18(c) below, Contractor may, in its discretion and without prior
notice, apply all or any portion of the Security Deposit and the

                                      -9-
<PAGE>
Additional Security Deposit to pay or otherwise satisfy Manufacturer's
obligations hereunder. Contractor shall, as soon as practicable following any
such application, notify Manufacturer thereof and provide a full accounting of
such application.

         (b)      When funds are applied in the manner set forth in
paragraph 10.1(a)(ii) above, a "shortage" is created in an amount equal to all
sums so applied. Manufacturer shall, within five (5) business days following
notification of any shortage, pay to the Contractor, as and for a portion of the
Security Deposit and/or the Additional Security Deposit, the sum of such
shortage.

         (c)      Upon termination of this Agreement and the payment of all
sums then due the Contractor by the Manufacturer hereunder, Contractor shall
promptly pay the Security Deposit and the Additional Security Deposit to
Manufacturer.

         11.      [INTENTIONALLY OMITTED]

         12.      COVENANTS OF CONTRACTOR. Provided that Manufacturer
performs each of its obligations in the manner set forth in this Agreement, the
Contractor covenants and agrees as follows:

                  (a)      To use reasonable efforts to place orders for
Materials identified on Certificates for Accepted P.O.'s for purchase by
Contractor and delivery to the Premises on terms consistent with the terms set
forth in the Certificate.

                  (b)      Following timely delivery and acceptance of Materials
at the Premises, to promptly pay for all such Materials in accordance with the
terms of purchase.

                  (c)      To release Materials located at the Premises in such
quantity and at such times as are necessary to permit Manufacturer to meet the
terms of Accepted P.O.'s.

                  (d)      Upon termination of this Agreement and performance by
Manufacturer of all of its obligations hereunder, to promptly execute and
deliver (if Manufacturer so requests) any instruments and documents reasonably
necessary to terminate and release any and all security interests granted to
Contractor by Manufacturer pursuant to this Agreement.

         13.      WARRANTIES AND REPRESENTATIONS OF MANUFACTURER. Manufacturer
hereby makes the following warranties and representations to Contractor, each of
which is deemed a material inducement to the Contractor to enter into and
perform in accordance with the provisions of this Agreement and each of which
shall be deemed renewed and restated as of the Acceptance Date of each Accepted
P.O.:

                  (a)      Manufacturer is a corporation duly organized, validly
existing, and in good standing under the laws of the state of its incorporation,
and is qualified or licensed as a foreign corporation to do business in every
location in which the laws require Manufacturer to be so qualified or licensed;

                                      -10-
<PAGE>
                  (b)      Manufacturer has the right and power and is duly
authorized and empowered to enter into, execute, deliver, and perform this
Agreement and all agreements and documents described herein;

                  (c)      The execution, delivery, and performance by
Manufacturer of this Agreement and all agreements and documents described herein
does not constitute a violation of any law, regulation, judgment, order,
contract, charter, by-laws, or other instrument to which Manufacturer is a party
or is otherwise bound or subject;

                  (d)      Manufacturer is not in default under any loan
agreement, mortgage, lease. trust deed or similar agreement relating to the
borrowing of money to which Manufacturer is a party or is otherwise bound;

                  (e)      Each P.O. submitted for assignment by the
Manufacturer is a bona fide purchase order and conforms in all respects to the
representations contained in the Certificate, which Certificate is true and
correct in all respects;

                  (f)      The Manufacturer shall at all times maintain such
types and amounts of insurance coverage (including without limitation credit
insurance) with respect to Manufacturer's business operations, the Premises, the
Materials and the Products located upon the Premises and any Accepted P.O. as
Contractor may from time to time reasonably require, such insurance to name the
Contractor as an insured in the manner and to the extent required by Contractor
from time to time and. upon the failure to maintain such coverage, Contractor
may purchase the same and the cost thereof shall be deemed a Contractor's
Expense;

                  (g)      Except with respect to the lien of the Accounts
Receivable Lender or other Senior Lender or as otherwise set forth on Exhibit
"D" attached hereto, there are no liens, judgments or claims affecting or
relating to the Manufacturer or any of its assets;

                  (h)      Except as set forth on Exhibit "E", there are no
suits, administrative proceedings, arbitration proceedings or other adversarial
proceedings or investigations pending or (to the best of Manufacturer's
knowledge) threatened against Manufacturer;

                  (i)      All of the financial information (including
projections) provided by the Manufacturer to the Contractor in connection with
the Contractor's consideration of the transaction contemplated by this Agreement
are true and accurate, contain no material misstatement of any facts, contain
all material information concerning the Manufacturer's financial condition, and
do not omit to state any facts which, if disclosed, would reflect adversely on
the financial condition of the Manufacturer or any of its Customers. All
projections and forecasts have been made by the Manufacturer in good faith based
upon data and methods which the Manufacturer believes to be accurate and
reliable, but actual results may differ from that which is projected or
forecast; and

                  (j)      Manufacturer has duly filed all federal, state,
county, local, and foreign income, excise, sales, customs, property,
withholding, social security and other tax and information returns and reports
required to be filed by it to the date hereof, or in the alternative, has
obtained extensions for filing pursuant to established procedures, and has paid
or made provision for payment

                                      -11-
<PAGE>
of all taxes (including interest and penalties) due and payable. Manufacturer
has no material liability for any taxes of any nature whatsoever.

         14.      PRODUCT WARRANTIES. Manufacturer expressly assumes and agrees
to make all product and service warranties (expressed or implied) to Customers
with respect to Products and further agrees to defend, indemnify and hold the
Contractor harmless from and against any claims, suits, obligations, costs, or
expenses (including reasonable attorney's fees and legal expenses) with respect
to all express or implied warranties in connection with the Products.

         15.      AUDIT RIGHTS. Manufacturer shall deliver to Contractor copies
of all information and documents submitted from time to time by the Manufacturer
to any Senior Lender simultaneously with the submission of such documents to
such Senior Lender; and shall deliver to Contractor monthly financial
statements, aged accounts receivable, aged accounts payable, and Manufacturer's
and Contractor's inventory schedules within fifteen (15) days following the end
of each month during the term hereof. In addition, Contractor shall have the
right to inspect, audit and copy any financial books, computer programs, and
other data containing financial information in connection with the Manufacturer
at any time during regular business hours upon not less than 24 hours' prior
written notice. Manufacturer agrees to prepare and maintain complete and
accurate business records with respect to the transactions contemplated by this
Agreement.

         16.      RELATIONSHIP OF THE PARTIES. The parties are independent
contractors and are not (and shall not be deemed to be) the partners, joint
venturers, agents or representatives of the other. Each party is exclusively
responsible for the conduct of its own business and is not authorized to bind
the other party in any manner whatsoever. Further in this regard:

                  (a)      Manufacturer acknowledges that it has no ownership
interest in any P.O., Materials, work-in-process, or Products in connection with
an Accepted P.O. except as otherwise provided in this Agreement; and

                  (b)      Contractor acknowledges that it has no ownership
interest (other than the security interests granted hereunder) in Manufacturer
or in any of Manufacturer's assets.

         17.      INDEMNIFICATION. Manufacturer agrees to indemnify, hold
harmless and defend Contractor from and against any loss, costs, (including
reasonable attorney's fees and costs), claims, suits or causes of action
brought, threatened or incurred by or against Contractor by reason of any of the
following:

                  (a)      As a consequence of any breach of this Agreement by
Manufacturer, any breach of a warranty made by Manufacturer hereunder, or the
failure of any representation made by Manufacturer hereunder to be true;

                  (b)      Any suit or threat of suit by any Customer,
including, without limitation, all claims under or with respect to Product
warranties, except with respect to any suit or claim arising or threatened
solely by reason of Contractor's acts or omissions to act which constitute a
breach of Contractor's obligations hereunder or which constitute gross
negligence or wilful misconduct;

                                      -12-
<PAGE>
                  (c)      Any suit or threat of suit by any of Manufacturer's
employees, former employees, securities holders or lenders, except with respect
to any suit or claim arising or threatened solely by reason of Contractor's acts
or omissions to act which constitute a breach of Contractor's obligations
hereunder or which constitute gross negligence or wilful misconduct;

                  (d)      Any product liability claims of any kind, including,
without limitation, all claims under or with respect to Product warranties: and

                  (e)       Environmental liability, if any, as a result of this
Agreement or any transaction contemplated by or engaged in pursuant to or on
account of this Agreement.

         18.      TERM AND TERMINATION: DEFAULT.

                  (a)      Term of Agreement. This Agreement is for an initial
term of twelve months following the date hereof and shall continue thereafter
for successive twelve month renewal terms unless either party terminates the
Agreement by written notice to the other not later than thirty days prior to the
end of the initial term or any renewal term. Provided, however, that Contractor
may also terminate this Agreement immediately upon Manufacturer's default or at
any time following the initial term upon fifteen days' prior written notice to
Manufacturer.

                  (b)      Obligations Upon Termination. Except for termination
in the event of Manufacturer's default, upon termination of this Agreement, each
party shall remain liable to perform all obligations under this Agreement which
remain unperformed as of the termination date as if this Agreement remained in
full force and effect. Upon termination for any reason and upon completion of
the foregoing obligations, all obligations hereunder shall terminate except the
continuing obligations of the parties under paragraphs 12(d), 13, 14, 15 and 17
hereof.

                  (c)      Default.

                           (i)      Manufacturer shall be considered to be in
default hereunder if it either (A) fails to make any payment due Contractor
hereunder within three (3) business days of the due date thereof, or (B) fails
in any respect to perform any of its other obligations hereunder and such
failure continues unremedied for a period of three (3) business days following
Contractor's notice thereof, or (C) has made a representation which proves to be
false or breaches a warranty made hereunder, or (D) files (or has filed against
it) a petition (or otherwise initiates proceedings) for bankruptcy,
reorganization, receivership or other proceedings for the protection of debtors,
or (E) fails to make any payment due to any third party on or before the due
date therefor if the failure to make such payment gives rise to or creates (or
if unremedied would give rise to or create) an encumbrance upon the Products or
any of them or otherwise restricts Contractor's sale or disposition of the
Products or any of them.

                           (ii)     Without waiving or limiting any of
Contractor's other rights and remedies in the event of a default by
Manufacturer, and in addition to Contractor's right of set-off set forth in
paragraph 10 above, upon the occurrence of any event of default, Manufacturer
shall be liable for immediate payment to Contractor of all amounts due or to
become due to Contractor hereunder, including, without limitation, Contractor's
Expenses, Contractor's Deal Fees and the Commitment

                                      -13-
<PAGE>
Fee. Contractor shall further be entitled to reimbursement for all of its costs
of collection, whether or not suit has been filed or judgment entered,
including, without limitation, reasonable attorneys' fees and legal expenses.
All amounts owed to Contractor pursuant to this paragraph 18(c) shall cant'
interest at the rate of 2% per month from the effective date of termination, or,
in the case of Contractor's costs of collection, from the date such costs are
incurred.

                           (iii)    In the event of default by Manufacturer, and
subject to any agreements between Contractor and any Senior Lender, Contractor
shall further be entitled to exercise all the rights and remedies of a secured
party under the Uniform Commercial Code or as otherwise provided under the
Security Agreement. The proceeds of any amount recovered by Contractor shall be
applied, first, to the payment of Contractor's reasonable costs and expenses in
connection with the enforcement of Contractor's rights and remedies hereunder;
second, toward the payment or satisfaction of all amounts owing Contractor
hereunder, including interest thereon; and third, any surplus to be paid to
Manufacturer or as a court of competent jurisdiction may direct. In the case of
a deficiency, Manufacturer shall remain liable for such deficiency after such
sale, with interest at the rate herein provided.

         19.      MISCELLANEOUS PROVISIONS.

                  (a)      CHOICE OF LAW VENUE JURISDICTION AND SERVICE. THIS
AGREEMENT AND ALL AGREEMENTS REFERRED TO HEREIN BETWEEN THE CONTRACTOR AND THE
MANUFACTURER (COLLECTIVELY THE "TRANSACTION DOCUMENTS") HAVE BEEN SUBMITTED TO
THE CONTRACTOR AT THE CONTRACTOR'S PRINCIPAL PLACE OF BUSINESS IN THE STATE OF
ILLINOIS, WILL BE PERFORMED BY THE PARTIES IN THE STATE OF ILLINOIS, AND SHALL
BE DEEMED TO HAVE BEEN MADE IN THE STATE OF ILLINOIS. THE VALIDITY OF EACH OF
THE TRANSACTION DOCUMENTS AND THE CONSTRUCTION, INTERPRETATION AND ENFORCEMENT
THEREOF, AND THE RIGHTS OF THE PARTIES THERETO SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF THE STATE IN WHICH
SUIT IS INITIATED PERTAINING TO THIS AGREEMENT. FURTHER, THE CONTRACTOR AND THE
MANUFACTURER AGREE THAT ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR
RELATING TO THE TRANSACTION DOCUMENTS OR ANY TRANSACTION CONTEMPLATED THEREBY,
SHALL BE INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS, EASTERN DIVISION, OR ANY COURT OF THE STATE OF ILLINOIS
LOCATED IN COOK COUNTY, AND EACH PARTY IRREVOCABLY SUBMITS AND CONSENTS TO THE
JURISDICTION OF THOSE COURTS AND WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION
OR VENUE THAT ANY SUCH PARTY MAY HAVE UNDER THE LAWS OF THE STATE OF ILLINOIS OR
OTHERWISE IN THOSE COURTS IN ANY SUCH SUIT, ACTION, OR PROCEEDING. FURTHER, TO
THE EXTENT PERMITTED BY LAW, SERVICE OF PROCESS SUFFICIENT FOR PERSONAL
JURISDICTION IN ANY ACTION AGAINST THE MANUFACTURER MAYBE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS FOR NOTICE AS PROVIDED
IN THIS

                                      -14-
<PAGE>
AGREEMENT. MANUFACTURER AGREES THAT ANY FINAL JUDGMENT RENDERED AGAINST IT IN
ANY ACTION OR PROCEEDING SHALL BE CONCLUSIVE AS TO THE SUBJECT OF SUCH FINAL
JUDGMENT AND MAY BE ENFORCED IN OTHER JURISDICTIONS 1N ANY MANNER PROVIDED BY
LAW.

                  (b)      WAIVER OF RIGHT TO JURY TRIAL. MANUFACTURER AND
CONTRACTOR ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT, ANY OTHER AGREEMENT RELATED HERETO OR WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WOULD BE BASED UPON DIFFICULT AND
COMPLEX ISSUES, AND THEREFORE, THE PARTIES AGREE THAT ANY COURT PROCEEDING
ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

                  (c)      Notices. All notices required or permitted pursuant
to this Agreement shall be in writing and either personally delivered, sent by
facsimile transmission (provided evidence of transmission is maintained and the
original of the transmittal notice is sent by U.S. mail), or Federal Express or
similar overnight delivery service, addressed to the respective addresses or
facsimile number of the parties set forth on the last page of this Agreement, or
at such telephone numbers or other addresses as have from time to time been
designated by like notice. Notices given in the manner prescribed herein shall
be deemed given on the date sent or transmitted (as the case may be).

                  (d)      Severability. The paragraphs of this Agreement are
severable, and in the event that any paragraph or portion of this Agreement is
declared illegal or unenforceable, the remainder of this Agreement will be
effective and binding upon the parties.

                  (e)      Opinion of Counsel. It is an express condition to the
closing of the transactions contemplated by this Agreement that the Manufacturer
cause to be delivered to the Contractor an opinion of. Manufacturer's counsel
which is satisfactory to Contractor.

                  (f)      Waiver; Entire Agreement. This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof,
and supersedes all prior oral or written agreements, understandings, or
arrangements. No waiver of or modifications to the provisions of this Agreement
will be valid unless in writing and signed by all parties. This Agreement shall
be binding upon and inure to the benefit of the parties hereto, their
successors, assigns and legal representatives.

                  (g)      Assignment. Manufacturer may not transfer or assign
its rights or obligations hereunder without the prior written consent of the
Contractor, and any attempted transfer or assignment shall be null and void.

                  (h)      Performance. Time is of the essence under this
Agreement.

                  (i)      Further Assurances. From and after the date hereof,
each party will execute all documents and take such further actions as the other
may from time to time reasonably request in

                                      -15-
<PAGE>
order to carry out the transactions provided for herein and accomplish the
purposes contemplated hereby.

                  (j)      Publication. Contractor shall have the right to
publicize (by "tombstone" or comparable publication) the Purchase Order
Assignment Program evidenced hereby (including the date and size of the facility
but not the specific terms hereof).

                  (k)      Counterparts: Facsimile Delivery. This Agreement may
be executed in two or more counterparts, each of which taken together shall
constitute one and the same instrument, admissible into evidence. Delivery of an
executed counterpart of this Agreement by facsimile shall be equally as
effective as delivery of a manually executed counterpart of this Agreement. Any
party delivering an executed counterpart of this Agreement by facsimile shall
also deliver a manually executed counterpart of this Agreement, but the failure
to deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Agreement.

         This Agreement has been signed at Northbrook, Illinois on the day and
year first above written.

CONTRACTOR:                                  MANUFACTURER:

TRANSCAP TRADE                               NOTIFY TECHNOLOGY CORPORATION
FINANCE

By: /s/ Michael Sear                         By: /s/ Gerald W. Rice
    ---------------------------------------     ------------------------------
    Michael Sear, Executive Vice President,     Gerald Rice, Chief Financial
    Title: Transcap Associates, Inc.,            Officer
    general partner

Address:   900 Skokie Blvd. #210             Address: 1054 S. De Anza Blvd.,
           Northbrook, IL 60062                       Ste 105 San Jose, CA 95129
Facsimile  _______________________________  Facsimile:__________________________

                                      -16-
<PAGE>
                                    EXHIBIT A

                       PURCHASE ORDER PACKAGE CERTIFICATE

         This Certificate is executed by ___________________, who is the
____________________ of NOTIFY TECHNOLOGY CORPORATION, a California corporation
("Manufacturer"), in connection with the Master Purchase Order Assignment
Agreement dated __________, 200_, (the "Agreement") with TRANSCAP TRADE FINANCE
("Contractor").

         The undersigned certifies to Contractor that all of the information
contained in this Certificate is true, complete and accurate and is furnished to
Contractor to induce Contractor to purchase Materials in accordance with the
Agreement:

1.       Customer Information

         (a)      Attached is a purchase order number ______ dated __________,
                  200_ in the total amount of $__________ (the "Purchase Order")
                  from the following customer ("Customer"), or Manufacturer has
                  received a bona fide indication of interest from the following
                  Customer.

                  Name:
                  Address:

                  Person in charge:
                  Phone Number:

         (b)      Attached is a true and complete credit history, payment
                  history and credit report on the Customer; or, in lieu
                  thereof, __________ approval or accepted letter of credit.

         (c)      The Purchase Order is (check one):

                  ______   Assignable to Contractor by Manufacturer without
                           Customer's consent; or

                  ______   Not assignable without Customer's consent, but
                           attached is the consent of the Customer to assignment
                           to Contractor;

                  ______   Not assignable, but the proceeds of the Purchase
                           Order are assignable; or

                  ______   Manufacturer has received indication of interest
                           only.

2.       Product Information

         (a)      Original (or a true, accurate and complete copy of) Purchase
                  Order - attached.
<PAGE>
         (b)      Identification of "Product(s)":
                           _____________________________________________________
                           _____________________________________________________
                           _____________________________________________________

         (c)      Quantity of Product Ordered:
                           _____________________________________________________
                           _____________________________________________________
                           _____________________________________________________

         (d)      Specifications of Product:
                           _____________________________________________________
                           _____________________________________________________
                           _____________________________________________________

3.       Price and Delivery Information

         (a)      Aggregate Purchase Order Price:_________________________

         (b)      Price per Unit of Product:______________________________

         (c)      Delivery Date ("P.O. Delivery Date")____________________

         (d)      Terms as to liability for shipping cost, insurance, "process
                  and hold", risk of loss, etc.:

                           _____________________________________________________
                           _____________________________________________________
                           _____________________________________________________

4.       Materials Information

                  Attached is an exhibit detailing: (a) the quantity and quality
                  specifications for all Materials needed to complete the
                  Purchase Order ("Materials"); (b) the name, address, contact
                  person and phone number of each person from whom the Materials
                  may be purchased; and (c) confirmed current pricing and
                  delivery date(s) ("Material Delivery Date(s)") for all of the
                  Material and a copy of the applicable Purchase Orders.

                                      -2-
<PAGE>
5.       Production Information

         (a)      The manufacturing/distributing facility at which the
                  Product will be manufactured/distributed (the "Premises"):

                           _____________________________________________________
                           _____________________________________________________
                           _____________________________________________________

         (b)      Brief description of production processes and requirements:

                           _____________________________________________________
                           _____________________________________________________
                           _____________________________________________________

         (c)      Cost of Production:____________________________

         (d)      Units of Product per day:______________________

         (e)      Duration of production run to manufacture Product for the
                  Purchase Order:_________________________

6.       Gross Margin

                  Here is the computation of Projected Net Gross Margin before
                  depreciation, including, without limitation, projections of
                  the cost of Materials and Manufacturer's Direct Costs:

7.       Assignment of Purchase Order

                  Attached is an Assignment of the Purchase Order, duly executed
                  by authorized officers of Manufacturer.

8.       Power of Attorney

                  Manufacturer hereby irrevocably designates and appoints
                  Contractor (and all persons designated by Contractor) as
                  Manufacturer's true and lawful attorney-in-fact and
                  agent-in-fact, and Contractor (or Contractor's agent) may, at
                  any time and without notice to Manufacturer, endorse any bill
                  of lading or other document of title related to a Purchase
                  Order accepted by Contractor by writing or stamping
                  Manufacturer's name thereon.

                                      -3-
<PAGE>
9.       Lender Consent (check one):

         ______   None of the Materials, work-in-process or inventory is subject
                  to a security interest: or

         ______   If any of the Materials, work-in-process or inventory of
                  Manufacturer are subject to a security interest, attached is
                  the written consent and release of each holder of a security
                  interest, in form previously approved by Contractor.

Dated: ___________, 200_

NOTIFY TECHNOLOGY CORPORATION

By:__________________________
Title:_______________________

                                      -4-
<PAGE>
                              EXHIBIT A (continued)

                    ACCEPTANCE OF PURCHASE ORDER CERTIFICATE

                  The foregoing Purchase Order Certificate, as prepared and
delivered by Manufacturer, is hereby accepted and approved.

                                            TRANSCAP TRADE FINANCE

                                            By:_________________________________

Dated:______________________

                                      -5-
<PAGE>
                              EXHIBIT A (continued)

                          ASSIGNMENT OF PURCHASE ORDER

FOR VALUE RECEIVED, NOTIFY TECHNOLOGY CORPORATION, a California corporation
("Assignor") hereby assigns, transfers and delivers to TRANSCAP TRADE FINANCE
("Assignee") all of Assignor's right, title and interest in, to and under that
certain Purchase Order, identified as follows, for the purposes, and pursuant to
the terms and conditions of that certain Master Purchase Order Assignment
Agreement, dated __________, 200_, between Assignor and Assignee:

         Assignor's P.O. No.:_________________________

         Customer Name:_______________________________

         P.O. Date:___________________________________

NOTIFY TECHNOLOGY CORPORATION

By:__________________________________
Title:_______________________________

                                      -6-
<PAGE>
                                    EXHIBIT B

                          MANUFACTURER'S SPECIFICATIONS

         The following are performance specifications, obligations, and
covenants (collectively the "Manufacturer's Specifications") required of
Manufacturer in connection with its obligations under the Master Purchase Order
Assignment Agreement to which this Exhibit is attached:

         1.       To deliver to each Customer a Purchase Order Acknowledgment on
such form as Contractor may accept directing that payment of each P.O. Invoice
be made to Contractor or the Lock Box Bank (if any).

         2.       To cooperate with Contractor concerning Contractor's placement
of orders for Materials.

         3.       To notify Contractor immediately upon the receipt of Materials
at the Premises. Upon such delivery, to inspect the quality and quantity of
Materials and to notify Contractor of any deficiencies.

         4.       To permit Contractor's representative access to the Premises
at all times for the purpose of inspecting, safeguarding, and otherwise
observing and overseeing the storage of Materials and Products and the
processing of Materials into Products.

         5.       To take or cause to be taken all actions necessary for the
conversion of Materials into Products and the shipment thereof to Customers in
accordance with Accepted P.O.'s, including without limitation, manufacturing,
processing, packaging, shipping, warehousing, fabricating and insuring Materials
and Products in accordance with the specifications set forth in the applicable
Accepted P.O., and to deliver the same to the Customer on or before the P.O.
Delivery Date. At Contractor's request, Manufacturer shall appoint an
independent warehouse acceptable to Contractor for the purposes of receiving,
warehousing, packaging, and shipping Materials and Products.

         6.       To maintain and supply sufficient quantity and quality of
equipment, materials, labor and facilities (other than Materials) in order to
perform each of its obligations described in this Exhibit "B".

         7.       To maintain all inventories of Materials and Products in such
segregated locations upon the Premises as the Contractor may approve; to
properly identify such Materials and Products as being the property of the
Contractor and further identify the same by the P.O. and the Customer for which
such Materials or Products relate; and to implement such commercially reasonable
security procedures and devices as Contractor may require for the preservation
and segregation of Materials and Products, including without limitation, the
construction and maintenance of secured cages and storage rooms for such
Materials and Products. To not ship or otherwise release any Materials or
Products except with the prior written consent of the Contractor.

         8.       To ship all P.O. Inventory by such date, by such means, and
under such terms as required pursuant to the applicable P.O. and to deliver the
P.O. Inventory on or before the P.O.
<PAGE>
Delivery Date. Manufacturer shall further provide Contractor with written notice
of each shipment of P.O. Inventory immediately following shipment thereof.

         9.       To deliver to the Contractor a copy of each P.O. Invoice sent
to the Customer immediately following shipment of the P.O. Inventory.

         10.      To fully insure in the name of the Manufacturer and the
Contractor all P.O. Inventory during shipment to Customers in amounts, with
carriers and on terms and conditions acceptable to Contractor.

         11.      To direct all Customers to make payment with respect to a P.O.
Invoice to the Contractor or the Lock Box (if any) and to take no actions and
make no statements which direct (or have the effect of causing) any P.O.
Customer to make any payment with respect to any P.O. Invoice to anyone other
than the Contractor or the Lock Box.

         12.      To not accept any payment (including rebates, set-offs, and
other Customer adjustments) with respect to any P.O. Invoice other than through
the Contractor or the Lock Box.

         13.      To receive and hold in trust for the sole and exclusive
benefit of Contractor all sums and instruments representing payment of any P.O.
Invoice and all proceeds which for any reason come into the possession of
Manufacturer, its agents, representatives or any other party acting on behalf of
Manufacturer, and promptly to deliver or cause delivery of such sums to the
Contractor.

         14.      To maintain in the name of Manufacturer and Contractor general
comprehensive liability insurance, with extended coverage and coverage against
theft and product liability and such other insurance and coverages as may be
commercially reasonable with exclusions, with carriers, and on terms and
conditions that may be acceptable to Contractor in its sole discretion.

         15.      To deliver to Contractor a list of unpaid accounts receivable
relating to P.O. Invoices as of last day of the preceding calendar month, such
list to be delivered by the 10th day of the next succeeding month and certified
as complete and accurate by a duly authorized officer of Manufacturer.

         16.      To not pledge any of its assets or cause or permit any lien or
security interest to be taken in any of its assets, except such liens as are
described on Exhibit "D" of this Agreement or liens that are otherwise approved
by Contractor.

         17.      To provide Contractor with written notice immediately upon (i)
the filing or threat of filing of a bankruptcy petition by or against
Manufacturer, (ii) the initiation of foreclosure proceedings or other similar
action against Manufacturer or any of its assets, (iii) a request or demand made
upon Manufacturer to make, or for any reason Manufacturer makes, an assignment
for the benefit of its creditors, or (iv) Manufacturer becomes unable to pay its
bills in the ordinary course of business as they become due.

                                      -2-
<PAGE>
         18.      To immediately notify Contractor of any pending or threatened
litigation, administrative proceeding, arbitration, or governmental
investigation concerning or relating to Manufacturer or any goods, services or
assets that are the subject of an Accepted P.O. or are pledged as collateral
pursuant to the Security Agreement.

                                      -3-
<PAGE>
                                    EXHIBIT C

                   RE-ASSIGNMENT AND RELEASE OF PURCHASE ORDER

         UPON AND SUBJECT TO PAYMENT OF the sum of $_____ on or
before __________, _________ ("Payment Date"), TRANSCAP TRADE FINANCE
("Assignor") hereby assigns, transfers and delivers to NOTIFY TECHNOLOGY
CORPORATION ("Assignee") all of Assignor's right, title and interest in, to and
under that certain Purchase Order identified below, and hereby releases any
claims in or with respect to such Purchase Order. If payment is made after the
Payment Date, such assignment and release shall require payment of $__________
for each day after the Payment Date during which payment is not received. The
applicable Purchase Order is:

         P.O. Invoice No.:    ______________________
         Customer Name:       ______________________
         P.O. Invoice Date:   ______________________

         This Assignment shall become effective immediately upon receipt of good
funds in the amount described above.

                                            TRANSCAP TRADE FINANCE

                                            By:_________________________________

Dated:_________________________

                                   ACCEPTANCE

         NOTIFY TECHNOLOGY CORPORATION, a California corporation ("Assignee"),
hereby accepts the foregoing assignment of Purchase Order, and covenants and
agrees to fully perform all obligations with respect thereto and hereby releases
Assignor from responsibility for the performance of any such obligations whether
required before, on or after the date of this Acceptance. Assignee hereby
authorizes [Account Receivable Lender] to transfer the amount set forth above to
Assignor per Assignor's instructions.

Dated:_______________________

NOTIFY TECHNOLOGY CORPORATION

By:__________________________
Title:_______________________