EXHIBIT 10.2
                                                                    ------------

                                    AGREEMENT
                                    ---------

THIS  AGREEMENT  MADE  EFFECTIVE AND EXECUTED AS OF May 11, 2001 (the "Effective
Date").

BETWEEN:
          REACH  TECHNOLOGIES,  INC
          -------------------------
          Suite  103  -  1581H  Hillside  Ave
          Victoria,  B.C.
          V8T  2C1
          ("REACH")
AND:
          BERT  LOGIC,  INC.
          ------------------
          Unit  130  -  2188  No.  5  Rd
          Richmond,  B.C.
          V6X  2T1
          ("BERT")
WHEREAS:
A.     REACH  (a  British Columbia Corporation) is in the business producing Bit
Error  Rate  Testers;
B.     BERT  (a Washington Corporation) is a corporation specifically created to
market  REACH'S  Bit Error Rate Testers through a Licensing Agreement with REACH
dated  May  31,  2000;
C.     REACH  and  BERT wish to amend the Licensing Agreement dated May 31, 2000
as  it  pertains  to  territories  (the  "Transaction");
D.     REACH  and  BERT  agree  that  this  Agreement  will constitute a binding
agreement  upon  them in respect of the Transaction, such to be on the terms and
conditions  contained  herein;
NOW  THEREFORE  THIS  AGREEMENT WITNESSES that in consideration of the covenants
and  agreements  herein contained, the parties hereto do covenant and agree (the
"Agreement")  each  with  the  other  as  follows:


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1.   REPRESENTATIONS  AND  WARRANTIES
     --------------------------------
     1.1  BERT  represents  and  warrants  to  REACH  that  BERT  has  good  and
          sufficient  right and authority to enter into this Agreement and carry
          out  its  obligations under this Agreement on the terms and conditions
          set  forth herein, and this Agreement is a binding agreement upon BERT
          enforceable  against  it  in accordance with its terms and conditions.
     1.2  REACH  represents  and  warrants  to  BERT  that  REACH  has  good and
          sufficient  right and authority to enter into this Agreement and carry
          out  its  obligations under this Agreement on the terms and conditions
          set forth herein, and this Agreement is a binding agreement upon REACH
          enforceable  against  it  in accordance with its terms and conditions.

2.   LICENSE  AMENDMENT
     ------------------
     2.1  The parties agree that, in exchange for the payment by promissory note
          of  $5,000 by BERT to REACH and subject to the terms and conditions of
          this  Agreement,  REACH  will  add  the  territory  of  Arizona to the
          Licensing  Agreement dated May 31, 2000 and agrees to replace appendix
          A  to  the Agreement dated May 31, 2000 with the attached new appendix
          A.
     2.2  All  other  terms  in the Licensing Agreement dated May 31, 2000 shall
          remain.

3.     GENERAL
       -------
3.1     Time  and each of the terms and conditions of this Agreement shall be of
the  essence  of  this  Agreement.
3.2     This  Agreement  constitutes  the  entire  agreement between the parties
hereto  in  respect  of  the  matters  referred  to  herein.
3.3     The  parties hereto shall execute and deliver all such further documents
and  do  all such acts as any party may, either before or after the execution of
this  Agreement,  reasonably  require of the other in order that the full intent
and  meaning  of  this  Agreement  is  carried  out.
3.4     No  amendment  or interpretation of this Agreement shall be binding upon
the  parties  hereto  unless such amendment or interpretation is in written form
executed  by  all  of  the  parties  to  this  Agreement.
3.5     Any  notice  or  other  communication of any kind whatsoever to be given
under  this  Agreement shall be in writing and shall be delivered by hand, email
or  by  mail  to  the  parties  at:

       Reach  Technologies,  Inc.               BERT  Systems,  Inc.
       Suite 103 - 1581H Hillside Ave           Unit  130  -  2188  No.  5  Rd
       Victoria,  B.C.                          Richmond,  B.C.
       V8T  2C1                                 V6X  2T1
       Attention: Jeff Dilabough                Attention: Lance Rudelsheim

or  to  such other addresses as may be given in writing by the parties hereto in
the  manner  provided  for  in  this  paragraph.
3.6     This  Agreement  shall  be  governed  by  the  laws  of Washington State
applicable  therein,  and  the  parties hereby attorn to the jurisdiction of the
Courts  of  Washington  State.
3.7     This  Agreement  may  be  signed  by  fax  and  in  counterpart.


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IN WITNESS WHEREOF the parties have hereunto set their hands and seals effective
as  of  the  Effective  Date  first  above  written.

SIGNED, SEALED AND DELIVERED BY          SIGNED, SEALED AND DELIVERED BY
REACH  TECHNOLOGIES,  INC.               BERT  LOGIC,  INC.

per:                                     per:

/s/  Glenn  Jones                        /s/  Lance  Rudelsheim
-------------------------------          -------------------------------
Authorized  Signatory                    Authorized  Signatory

Name of Signatory:  Glenn Jones          Name of Signatory:  Lance Rudelsheim

Title of Signatory:  Director            Title of Signatory:  Director


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                                   APPENDIX A
                                   ----------

BERT  PRODUCT                       MODEL NUMBER         WHOLESALE PRICE
BERT  with  h/w, s/w & manual       BERT-40-Kit          $1,650
BERT-with  PC  &  Monitor           BERT-40-L            $3,450
BERT  with  rack-mount  PC          BERT-40-R            $4,350

BERT  with  portable  PC            BERT-40-P            $9,390
Additional  BERT  channel           BERT-40-C            $1,650
BERT  S/W  Development  Kit         BERT-SDK             $375


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                                 PROMISSORY NOTE


                                                                    May 11, 2001


     FOR  VALUE  RECEIVED, BERT Logic Inc. of Unit 130 - 2188 No. 5 Rd Richmond,
B.C.  V6X 2T1 promises to pay to the order of Reach Technologies Inc., Suite 103
-  1581H  Hillside Ave Victoria, B.C. Canada V8T 1C1, or its assigns ("Holder"),
the  sum  of  five  thousand  dollars  ($5,000.00  US)  in the following manner:

     Interest  shall  accrue  on the unpaid balance at the rate of seven percent
(7%)  per  annum  from  the  date  set  forth  above.

     Principle  and  interest is due on May 11, 2002 or by earlier demand by the
Holder.  Prepayment  may  be  made  at  any  time.

          Upon  default  in  the  payment or of interest within ten (10) days of
when  payment  is  due, the whole of the principal sum then remaining unpaid and
all  interest accrued thereon shall, at the option of Holder, become immediately
due  and  payable, without demand or notice.  In the event any payment hereunder
is not made within ten (10) days of when payment is due, Reach Technologies, Inc
shall  have  the  right  to  terminate  Licensing  Agreement dated May 31, 2000,
immediately  and  without  penalty.

This  Note  shall  be  construed  in  accordance  with  the laws of the State of
Washington  and  venue  shall  lie  in  King  County,  Washington.

     This Agreement may be signed by fax and in counterpart.

     EXECUTED as of this 11th day of May, 2001.



/s/  Lance  Rudelsheim                            /s/  Glenn  Jones
---------------------------                       ---------------------------
BERT  Systems,  Inc.                              Reach  Technologies  Inc



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