EXHIBIT 10.2

                            EQUIPMENT BLANKET SERVICE
                                REVISED PROPOSAL



                                       for



                                  KING SOOPERS
                                    65 Tejon
                                 Denver CO 80223

                                    July 1998


                             C O N F I D E N T I A L




                            MICOR Technologies, Inc.
                                2329 West Mescal
                                    Suite 304
                             Phoenix, Arizona 85029
                            602.216.9600 800.279.0859
                               602.216.9611 (Fax)




      ARIZONA                     COLORADO                      NEVADA
      W Mescal                Wild Flowers Way          Norwest Bank Warehouse
     Suite 304              Castle Rock CO 80104              Micor Suite
 Phoenix AZ 85029               800.279.0859                  Polaris Ave
   602.216.9600                                           Las Vegas NV 89102
                                                             800.279.0859

    NEW MEXICO                      UTAH                      CALIFORNIA
 10068 Menauel NE           3896 South 3060 West               Paydirt Dr
    Suite E-12              West Valley UT 84119         Placerville CA 95667
Albuquerue NM 87112             800.279.0859                 800.279.0859
   800.279.0859



<PAGE>



1.0        OVERVIEW

1.1        BUSINESS DESCRIPTION

Micor was founded in 1984 and  incorporated as Micor Financial  Systems in 1990.
In January 1994, the company's name was changed to Micor Technologies,  Inc., as
a more descriptive  representation of Micor's business activity.  In the periods
following incorporation, Micor's operations have grown significantly.

Micor Technologies, Inc., ("Micor" and/or "the company") is a general office and
industry  specific  equipment  service company  providing  equipment  repair and
installation  services primarily to the banking,  financial service,  and retail
industries.  New product and technology sales are an additional focus of Micor's
business as it relates to Micor's customers.

1.         PRODUCT SERVICE DESCRIPTION

Micor  fills  a  unique  market  need  as a sole  source  service  provider  for
substantially ALL business  equipment at reduced rates due to greater efficiency
and  economies of scale.  When a Micor  technician  is called for repair,  other
pieces of  equipment  at the  location is checked for sound  operation  as well.
Should  another  piece of equipment  require  servicing,  it is repaired at that
time. This creates  generous cost reductions for Micor in that additional  costs
of sending technicians back at a later time is significantly reduced.

More importantly, Micor customers benefit from the resulting:

*          improved services;
*          passed through cost savings;
*          less equipment down time; and,
*          increased equipment service lives.

Micor is  currently  unique in  offering  such broad  service  coverage  for all
equipment items in the entire  geographic areas required by customers,  which in
most cases is multi-state.

1.3        UNIQUENESS OF SERVICE

To  remain  competitive,  Micor's  clients  must  control  an array of  overhead
expenses, a significant component of which are equipment maintenance and service
costs.  Equipment maintenance costs generally increase as a regular course on an
annual  basis  or  when  a  specific   equipment   category   contract  expires.
Historically, these costs have increased from lows of 10% per year to as much as
30% per contract period.

Micor, on the other hand creates wide based savings by servicing every equipment
items for a flat rate which  constitutes  the basis for a package price quote to
customers.  Package  pricing reduces  equipment  maintenance  expenditure  costs
across the board, often by as much as 50%. Micor's competitors  generally cannot
price in this manner due to their  inability to service  every  equipment  type.
Competitors also often lack the technician  training,  certification  and supply
sources  for the  repair  parts  which is  required  in  order to offer  package
pricing.

2.0        PROPOSAL

The following is Micor's proposal for providing on-site equipment maintenance of
King Soopers' IBM registers/controllers and for providing equipment swap outs of
scanner/scales at all the company's stores.


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Micor is uniquely  qualified to meet and/or exceed King Soopers's  objectives in
this regard. Specifically,  Micor offers the following capabilities not commonly
found heretofore by vendors in the industry:

* single source, national coverage for service of ALL equipment items; * blanket
-  discount  pricing;   *  simplified   administration   and  billing;   and,  *
financial/retail industry specialization.

           SINGLE SOURCE VENDOR

While some vendors may provide both equipment  sales and maintenance for certain
pieces of  equipment,  Micor is unique  by  virtue  of its  providing  equipment
service  and  replacement  and/or new  technology  sales for  substantially  all
equipment  items  in the  organization.  Micor  is  also  able to  provide  this
capability throughout King Soopers' geographic operational territory.

Micor service  technicians  are  cross-trained,  experienced  and  authorized in
servicing  ALL small  equipment  items  typically  utilized in bank,  branch and
department operations,  not just one or a few of the many types in use. The list
is extensive and includes, for example:

I. general  office  machines  (facsimiles,  typewriters,  shredders,  dictation,
microfiche/microfilm machines and copiers);

b) computers, computer networks, and other peripherals;

c) bank equipment  (currency/coin  counters,  encoders,  proof  machines,  check
protector/writers, teller machines);

d) retail equipment (scanners, registers); and,

e) security system equipment (cameras, monitors, and VCRs).

The advantages to King Soopers of such capabilities include:

a) one vendor to contact for all service requirements;

b)  elimination  of "finger  pointing" by multiple  vendors  attempting to avoid
responsibility;

c)  uniformity  and  consistency  of  provided   service  level  throughout  the
organization;

d)  improved  equipment  reliability  through  preventive  maintenance  of other
equipment items at site during  requested  and/or  regularly  scheduled  service
calls; and,

e) lower overall service costs.

2.2        BLANKET - DISCOUNT PRICING

Since Micor  technicians  are  cross-trained  and  experienced  in servicing all
equipment items,  Micor realizes certain cost savings that can be passed to King
Soopers as part of its blanket service contract. These include:


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a)   fewer required field visits;
b)   more frequent and diligent preventative maintenance activities;
c)   lower overhead costs per field service call; and
d)   economies   of  scale   realized   through   favored   parts  and  supplies
     relationships with manufacturers.

Micor's service costs, therefore,  are always lower on an overall basis than the
collective  charges of multiple  vendor rates for one or a few equipment  items.
Additional  cost savings  will accrue to King  Soopers as well through  extended
equipment  service  lives and  reliability  by Micor  technicians  being able to
provide  preventative  maintenance  service  on  other  equipment  items  during
requested and regularly scheduled service calls.

 I.        INCREASED EQUIPMENT UPTIME AND RELIABILITY

As  previously  mentioned,  since  Micor  technicians  are able to  service on a
preventative  maintenance  basis  all  equipment  at  the  branch,  office,  and
department during regular and requested service calls, King Soopers will realize
enhanced equipment uptimes and service reliability. This ability also instills a
high degree of employee confidence and acceptance as well.

 II.       SIMPLIFIED ADMINISTRATION AND BILLING

King Soopers  will realize  significant  efficiencies  and cost savings  through
having to contact and deal with only one vendor for all equipment  items,  i.e.,
only one service  contract  rather  than  multiple  one by machine,  one service
number for help-line personnel to call and one consolidated monthly billing.

In  addition,  an integral  part of Micor's  blanket  service  contract  concept
includes the maintenance of a comprehensive computer inventory (database) of all
preventative  maintenance and repair service calls made by work order,  machine,
branch,  technician,  etc.. Information in these databases can be made available
to King Soopers as required in a variety of reporting formats.








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King Scoopers

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                                  ATTACHMENT A

                                  SCOPE OF WORK



<PAGE>



The scope of work hereunder will be performed on a flat rate basis (as described
in Agreement  Terms and Conditions - section 1:  "General") and includes all the
equipment items specified in Attachment B based on an inventory provided by King
Soopers.

The  total  estimated  annual  service  cost  is  $435,384.00,  as  detailed  in
Attachment  "B".  This figure is based on the  assumption  the  equipment  count
supplied by King Soopers and Micor  representatives  are accurate and  complete.
Further,  the proposed  amount assumes all equipment  items are in  satisfactory
working  condition.  In this regard,  a Micor  representative  will inspect each
machine  during the initial 45 days of the  contract and will perform any repair
work required to bring  equipment  into good working order  according to factory
specifications.  There is no labor charge for this inspection,  but any parts or
supplies required will be billed to King Soopers.

The proposed annual contract fee includes:

A.   Register Systems:

The  contract  price is based on Micor  providing  on-site  service  for all IBM
registers/controller systems at all locations listed in Attachment B. This price
includes:

           * preventative  maintenance  examinations  of equipment  items; * all
           labor,   replacement   parts;  and,  *  transportation   and  related
           technician travel costs to and from the site.

B.   Scanner/Scale Systems

Unlike the register/controller systems, Micor will not provide on-site repair of
scanner/scales.  Rather,  Micor will swap out  defective  units on-site only and
replace them with new or rebuilt  units  provided by King  Soopers.  Micor will,
however,  perform regular preventative maintenance of scanners/scales as part of
its continuing on-site PM program.

When Micor is called for scanner/scale service, King Soopers shall provide Micor
technicians  with a  replacement  scanner/scale  unit.  Scanner/Scale  units may
either be supplied to each  technician to carry and use on a "as needed"  basis,
or stored at a  designated  location  to be picked up for use as  needed.  After
replacing  the defective  unit,  it will be delivered to King  Soopers'  general
office for repair.

The contract price does not include consumable  (supply) items. These items will
be billed separately. (See Attachment B for exceptions to consumable items)

Manufacturers' service and repair manuals describe the items that are "consumed"
through normal usage.  Accordingly,  Micor follows manufacturer guidelines as to
distinguishing  parts from consumable  supply items.  Specifically,  "consumable
parts (supplies) are those which wear out and/or require periodic replacement as
a result of  day-to-day  use,  wear and tear".  (See  Exhibit A for  examples of
representative "consumable part and supply" items.)

As part of this  proposal and not  withstanding  the  foregoing,  service  calls
placed  due to a  King  Soopers  customer  "spilling  soda  on a  keyboard,"  or
"crashing  a cart into a credit card  reader"  will not be  considered  operator
error, and accordingly,  would be covered under this agreement.  However, at the
next renewal period,  the cost of this service will be considered when reviewing
the succeeding period's billing fee.

                            TIME AND MATERIAL PRICES

In the event that Micor is called upon to service and/or repair  equipment items
not covered by this agreement, as detailed in Attachment B, Micor will charge on
a Time and Materials basis.

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<PAGE>



Micor's  per hour labor  rates  (non-contract),  are $85.00 to $250.00  per hour
depending on the equipment type.  These rates do not include parts or technician
transportation  costs.  Technician  travel time will be billed at $50.00 for the
first fifty (50) miles of distance  between MICOR's office location and the site
of repair and incremental  $25.00 charges for each additional  twenty-five  (25)
miles. Parts will be billed separately on Time and Material service calls. Micor
will provide  service  warranties  of 30 days for all repaired  and/or  serviced
equipment items.

The  following  summarizes  Micor's  recommendations  for managing its equipment
service relationship with King Soopers.

           PROGRAM MANAGEMENT

Dan Webb will be assigned to this account as Micor's  Customer  Service  Manager
(CSM). He will be the "Account Representative" and will oversee ALL relationship
and  administration  activities  between Micor and King  Soopers.  A Micor Field
Service  Technician  Supervisor  (FSTS) will  oversee ALL  technical  activities
between Micor and King Soopers. In the "Initial  Implementation Phase," the FSTS
will  meet with King  Soopers  representatives  weekly  and  thereafter,  in the
"Continuation  Phase,"  the FSTS will meet  with  King  Soopers  representatives
bi-weekly. The purpose of these meetings is to seek out additional improvements,
changes, and procedures to accommodate the needs of King Soopers.

Micor Dispatch Personnel will work with King Soopers's Help Desk to ensure quick
response times to complete each service call as specified below. The CSM and the
FSTS will assist in defining and implementing  appropriate procedures for use in
diagnosing  equipment problems,  creating and transmitting a "problem report" to
Micor, and tracking disposition of reports.

Micor agrees to provide King Soopers with service  technicians who adhere to the
following:

1.   Are  adequately  insured,  (each  technician  is  covered  by $2 million of
     general   liability   insurance  and  $100/$300   thousand  auto  liability
     insurance.  Micor, in addition carries and additional $2 million  liability
     umbrella  policy  and  actual  cash  value  baileys  insurance  for  client
     equipment items in Micor's possession);

2.   Who can lucidly communicate in English.

3.   Who carry authorized Micor identification badges.


           SERVICE CALL DISPATCH PROCESS

Micor's CSM and FSTS will work with King Soopers  representatives  to define and
implement  appropriate  dispatching  procedures in response to "problem reports"
received by Micor. In this regard and to ensure that MICOR provides King Soopers
with efficient dispatch service, King Soopers' Help Desk will contact Micor on a
dedicated King Soopers 800 number phone line.  Vital  information to be given to
Micor's Dispatcher includes:

          *    Store Number
          *    Equipment Type, Make, and Model
          *    Equipment location, e.g. deli, office, lane #
          *    Nature of problem
          *    Store contact and phone number




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<PAGE>



           CALL ESCALATION PROCESS

In order for  Micor to  provide  King  Soopers  with a  constant  high  level of
communication  service,  specific  escalation  procedures  as defined in Micor's
"Call  Process/Escalation  Procedures"  shall be implemented.  See attachment of
extract from Micor's Dispatch Procedure Manual.


           SERVICE HOURS

Micor's  service  hours for King Soopers  shall be a modified  twenty-four  (24)
hours  per  day,  seven  (7) days  per  week,  including  holidays  as  follows:
"Critical"  systems,  e.g.  controllers  and  servers  will be covered "24 X 7."
"Normal" systems, e.g. keyboards,  LED displays,  shall be covered under Micor's
standard hours under this agreement,  10:00 AM to 7:00 PM MST seven (7) days per
week.


           LOANER EQUIPMENT

In the event a  register/controller  is removed from King  Soopers  premises for
shop  reconditioning,  or repair,  MICOR will provide King Soopers with a loaner
machine, subject to availability.


           PREVENTATIVE MAINTENANCE PROGRAM

While Preventative  Maintenance can be scheduled in the traditional way based on
OEM  recommended  time and cycle  criteria,  Micor's  approach is more often and
concentrated than the traditional way in two areas.

Initial   Implementation   Phase:  Micor  schedules   "wholesale"   Preventative
Maintenance on a location by location  basis,  where service  technicians  visit
sites  for the sole  purpose  of  performing  Preventative  Maintenance  for all
covered equipment.

Continuation Phase: When a technician is dispatched to a customer site to repair
equipment  it is  Micor's  policy to have the  technician  perform  Preventative
Maintenance  routines on a minimum of four  additional  equipment  items as time
permits.

Both of these programs are performed in addition to suggested OEM  requirements,
whether the equipment needs it or not. Micor's  experience has demonstrated that
in doing so,  in-bound  repair service calls drop  precipitously  and ultimately
equipment service lives are significantly extended.

Micor's  Preventative   Maintenance  field  procedures  consist  of  an  initial
assessment and diagnoses of the overall  operating  performance of the equipment
item, followed by adjustments to bring the machine in concert with OEM specified
tolerances and, as applicable, oiling, lubricating and cleaning of the machine.


           CUSTOMER SERVICE

Micor's  CSM and FSTS will be  responsible  for all service  matters  related to
Micor's involvement with King Soopers.

Response Times: Micor's service response times for this proposal are as follows:



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<PAGE>



"Mission Critical Systems"

 When Micor receives a service call:

1.   recognition of receipt of service call, within thirty (30) minutes. Micor's
     technician  will inform King Soopers's Help Desk of receipt of call and his
     ETA; and,

2.   dispatch of technician  to site within one (1) hours for  system/controller
     devices and complete repair within two (2) hours; and,

3.   after  completion  of the  call and  prior to  leaving  the  site,  Micor's
     technician will contact King Soopers's Help Desk to inform of completion of
     the call.

Penalties: Service calls requiring data backup are exempt from time commitments.
In the event that Micor fails to meet the outlined  response  commitment,  Micor
will be subject to penalties on the following basis:

           Every  quarter,   included  with  other  reports  (See  section  8  -
           "Reporting"), will be a breakdown of the average time to complete all
           customer  placed service  calls.  If this time averages more than two
           and one-quarter (2 1/4) hours Micor agrees to be penalized $1,250.00,
           to be adjusted in the following years billing fee.

"Non-Mission Critical Systems"

When Micor receives a service call:

1.   recognition of receipt of service call, within thirty (30) minutes. Micor's
     technician  will inform King Soopers's Help Desk of the receipt of call and
     ETA; and,

2.   dispatch  of  technician  to site within two (2) hours for  keyboards,  LED
     displays,  cash  drawers,  etc. and complete  repair within four (4) hours;
     and,

3.   after  completion  of the  call and  prior to  leaving  the  site,  Micor's
     technician will contact King Soopers's Help Desk to inform of completion of
     the call.

Penalties:  In the  event  that  Micor  fails  to  meet  the  outlined  response
commitment, Micor will be subject to penalties on the following basis:

           Every  quarter,   included  with  other  reports  (See  section  8  -
           "Reporting"), will be a breakdown of the average time to complete all
           customer  placed service calls.  If this time averages more than four
           and one-half (4 1/2) hours Micor agrees to be penalized $1,250.00, to
           be adjusted in the following years billing fee.

At the end of the contract  period,  the penalties will to tallied.  This amount
will be considered in the adjustment of the next year's billing.

7.         YEAR 2000 COMPLIANCE

Micor  will  not be  responsible  for  Year  2000  Compliance  on  any  existing
equipment.  Any  complications  incurred  or  system  failures  due to Year 2000
Compliance will not be covered under this  agreement.  Any upgrades on equipment
to  accommodate  Year 2000  Compliance  are not covered under this agreement but
would be considered on a time and materials basis.

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<PAGE>



MICOR Technologies, Inc. operating systems and accounting/management systems are
Year 2000 Compliant.

8.         BILLING

Billing  will be payable in advance at the rate of one twelfth  (1/12) the total
contractual fee established herein and found on Attachment B.

If there are any changes in  equipment,  whether  additions  or  deletions,  the
changes  will be  accounted  for as per the  Agreement  and  Terms  section  1 -
"General."

Penalties  if any  incurred  by  Micor's  performance  will be based on  Micor's
response time. At the end of the contract period,  the total "earned"  penalties
will be applied to the renewal fee.

9.         REPORTING

On-Line  reporting will be available on or before January 1, 1999. At that time,
King Soopers Help Desk will have access to our server. Following logon protocol,
real-time  data reports  will be available  showing the status of all open calls
and complete information regarding any closed calls based on date of completion.
Until Micor's on-line service is available, Micor will provide King Soopers Help
Desk with daily reports showing a recap of call activity, specifically:

*    the status of each open call and
*    complete information on each closed call during the past two (2) days.

Each quarter MICOR will provide King Soopers with a detailed  "Service  Activity
Report" that itemizes every service activity MICOR has performed including:

*    Total number of service calls,
*    Total number of service calls per type of equipment,
*    Service call responses,
*    Preventative maintenance work,
*    Average "fix rate" time,  i.e.  item repaired on the first,  second,  third
     call, etc., and
*    Other and/or special e.g. redeployments and etc.










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<PAGE>




                                  ATTACHMENT B

                                     PRICING




<PAGE>




                            MICOR TECHNOLOGIES, INC.

                       CALL PROCESS/ESCALATION PROCEDURES





<PAGE>



                    Micor's Call Process/Escalation Procedure
--------------------------------------------------------------------------------
                                  CALL PROCESS

1.   King Soopers places call to Micor's dispatch center.
2.   Dispatch notifies tech of service request.
3.   Technician calls dispatch,  King Soopers'  helpdesk and the site manager to
     confirm receipt of call and ETA.
4.   Upon arrival at the site,  technician calls dispatch and King Soopers' Help
     Desk to notify them of his arrival.
5.   Technician repairs equipment.
6.   Technician  calls dispatch to close calls and calls King Soopers'  helpdesk
     to notify them that the call is complete.



The purpose of Call  Escalation  is to provide a constant high level of service.
Communication media used to escalate calls include pager, telephone, voice mail,
and cell-phones.

The point of contacts for call escalation is as follows:

*    The technician assigned to the call.
*    The dispatcher or service coordinator.
*    The account supervisor.
*    If necessary,  the call would then be escalated to a Micor regional service
     manager.

During each step of the escalation process, actions are carefully documented and
entered into the system for future  reporting  purposes.  This allows  corporate
personnel,  field  personnel  and the customer to see the company  chronology of
events that have occurred on each and every service request.

The two primary goals are:

*    To resolve the problem and to ensure the customer  that the problem will be
     resolved.
*    To  eliminate  the  problem  that  created the need for the  escalation  by
     developing   service  skills  or  by  providing  better  resources  to  the
     technician responsible for the service request.

Ownership:

First  level  of  ownership  belongs  to  the  technician.   The  technician  is
responsible for ensuring;

*    that he/she responds to pages within the required time,
*    that he/she  arrives at the customer site during the scheduled  time of all
     calls he/she accepts and
*    that he/she keeps the customer updated regarding the call status.






<PAGE>



                        ESCALATION TYPES AND TIME FRAMES

The four types of escalations are as follows:

*    Commit  escalation  -  initiated  when  the  assigned  technician  has  not
     committed to the service call within the specified time period.

*    Arrive escalation - initiated when the assigned technician has not reported
     his or her arrival at the customer site within the contractual time period.

*    Complete  escalation - initiated when the service provider has not reported
     the completion of a call within the specified time period.

*    Complaint  escalation  - initiated  whenever a complaint is received and is
     not based on specified time frames.

Commit,  arrive and complete escalations have defined time frames.  Please refer
to "Escalation Parameters" for time frames.

Escalation Parameters

<TABLE>
<S>                    <C>                 <C>                      <C>
Commit Escalation
Completion Deadline    Service Dispatch    Field Supervisor (FSTS)  Region Manager (CSM)

2 HR                     15 MIN              30 MIN                  1 HR
4 HR                     30 MIN              1 HR                    1.5 HRS
</TABLE>

*    Initiated  when the assigned  technician  has not  committed to the service
     call within the specified time period. Step 3 of "Call Process".

<TABLE>
<S>                    <C>                 <C>                      <C>
Arrive Escalation
Completion Deadline    Service Dispatch    Field Supervisor (FSTS)  Region Manager (CSM)

2 HR                   30 MIN              45 MIN                   1 HR
4 HR                   3 HRS               3.5 HRS                  4 HRS
</TABLE>

*    Initiated when the assigned  technician has not reported his or her arrival
     at the customer site within the  contractual  time period.  Step 4 of "Call
     Process".

<TABLE>
<S>                    <C>                 <C>                      <C>
Complete Escalation
Completion Deadline    Service Dispatch    Field Supervisor (FSTS)  Region Manager (CSM)

2 HR                   1 HR                 1.25 HRS                 1.30 HRS
4 HR                   3 HRS                3.5 HRS                  4 HRS
</TABLE>

*    Initiated  when the service  provider has not reported the  completion of a
     call within the specified time period. Step 6 of "Call Process".

Complaint Escalation

Complaint is given to FSTS. FSTS must report complaint,  solution,  and steps to
achieve solution to CSM.


<PAGE>




                                    EXHIBIT A

                         CONSUMABLE PARTS (SUPPLY) ITEMS





<PAGE>



The following  examples are provided as a general guide for  identifying  supply
items  for  which  separate  billing  is  required.  Please  note:  Micor is not
responsible  for  Year  2000  Compliance  on any  existing  equipment.  See  the
manufacturer for Y2K compliance.


<TABLE>
<S>                                   <C>                        <C>                          <C>
Currency Counters                     Document Guides            Micro Filmers                Film
                                                                                              Paper
                                                                                              Lamps
Check Writer/Signer                   Name Die                   Computers/Printers           Ribbons
                                      Proms/Eproms                                            Software
                                      Ink/Ribbons                                             Media
                                                                                              Drum Cartridges
                                                                                              Toner
                                                                                              Developer Unit
                                                                                              Waste Toner Bottle
Time Clocks                           Ribbons                    Fiche Viewers                Lamps
                                      Year Wheel                                              Replacement Lens
Adders                                Ribbons                    Coin Counters                Draws
                                      Paper Arms                                              Bags/Sleeves
                                      Covers
Typewriters                           Print Wheel                Teller Machines              Programs
                                      Type Elements                                           Paper Arms
                                      Ribbons                                                 Paper/Ribbons
                                      Batteries
Copiers                               Paper                      Facsimiles                   Paper
                                      Trays/Cassette                                          Toner/Ink
                                      Waste Toner Bottles                                     Trays/Cassette
                                      Toner*                                                  Toner Film
                                      Developer/Drum*                                         Drum Cartridge
* These items are included in some copier contracts                                           Developer Unit
                                                                 CCTV                         VCR Tapes
Check Encoders                        Print Wheels               Proof Machines               Ribbons
                                      Ribbons                                                 Paper
                                      Trays                                                   Spools
                                      Programming*                                            Ink Rolls
     *Minor programming included in contracts, e.g.                                           Transfer Ribbons
editing existing functions.  Major programming, e.g.                                          Stamp Impressions
adding functions, total reprogramming are considered             Overhead Projectors          Lamps
consumable.
Paper Shredders                       Bags/Oil
</TABLE>




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MTI Equipment Blanket Service Proposal
King Scoopers

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<PAGE>



                         AGREEMENT TERMS AND CONDITIONS



                                       for



                                  KING SOOPERS
                                    65 Tejon
                                 Denver CO 80223







                               September 1, 1998

                                       TO
                                SEPTEMBER 1, 1999



                            C O N F I D E N T I A L




                            MICOR TECHNOLOGIES, INC.
                                2329 West Mescal
                                    Suite 304
                             Phoenix, Arizona 85029
                            602.216.9600 800.279.0859
                               602.216.9611 (Fax)


      ARIZONA                     COLORADO                      NEVADA
      W Mescal                Wild Flowers Way          Norwest Bank Warehouse
     Suite 304              Castle Rock CO 80104              Micor Suite
 Phoenix AZ 85029               800.279.0859                  Polaris Ave
   602.216.9600                                           Las Vegas NV 89102
                                                             800.279.0859

    NEW MEXICO                      UTAH                      CALIFORNIA
 10068 Menauel NE           3896 South 3060 West               Paydirt Dr
    Suite E-12              West Valley UT 84119         Placerville CA 95667
Albuquerue NM 87112             800.279.0859                 800.279.0859
   800.279.0859



<PAGE>



MICOR TECHNOLOGIES,  INC., ("MICOR"),  hereby agrees to provide and King Soopers
("the  Client")  hereby  agrees to accept  maintenance  service as  described in
Attachment "A" hereto, for the equipment  specified and listed in Attachment "B"
hereto,  in accordance  with the terms and conditions  contained  hereinafter in
this Agreement.

1. General.  This is a flat rate contract that covers ("Blankets") all equipment
types specified on Attachment B hereto based on equipment counts  determined via
an inventory  provided by King  Soopers.  If equipment is added to the inventory
during the contract  year,  MICOR will cover it without  increasing the contract
amount.  If equipment is deleted from the  inventory  during the contract  year,
there is no  change  in the  contract  amount.  During  the year  MICOR and King
Soopers  each  agree to endure  the risk of  equipment  movements  and  changes.
Annually MICOR will update the inventory and make appropriate fee adjustments to
reflect actual equipment count and price  circumstances.  The only caveat to the
fixed-count-fee  will be major equipment  realignments like branch or department
dissolution  or additions and  acquisitions.  At such times,  if any, MICOR will
conduct a new  inventory  and make  appropriate  changes  to be agreed to by the
parties.

2.   Scope  of  Work.  Service  provided  by  this  Agreement  is  described  in
     Attachment A and includes:

     a)   Labor for:

          i)   adjustments;

          ii)  repairs  and  replacement  of damaged  and/or  inoperative  parts
               necessitated by normal use of the equipment;

          iii) lubrication; and,

          iv)  cleaning as  determined  appropriate  and necessary by authorized
               Micor service representatives during service calls.

     b)   replacement parts required by normal use of the equipment; and,

     c)   transportation  and related  technician  travel costs to the equipment
          site.



3.   Limitations.  The contract does not include replacement of consumable items
     (see item 4) exterior covers, brackets, supports,  cassettes, trays, doors,
     panels or hinges.  Damage to equipment  items detailed in Attachment "B" or
     parts to such  equipment  necessitated  by or arising out of client misuse,
     abuse, negligence or causes beyond MICOR control, including but not limited
     to theft,  fire, or acts of God are not covered by this Agreement (See item
     4).

     a)   Alterations  and  Modifications.   Alterations  and  modifications  to
          equipment must be approved and/or  recommended by the  manufacturer of
          that  equipment.  MICOR  will not  alter or  modify  equipment  at the
          request of the operator nor will MICOR be  responsible  for supporting
          the use of  equipment  that is being used  outside the  manufacturer's
          design specifications.

     b)   Technology  and  Obsolescence.  Under the terms of this contract MICOR
          cannot  be  held  liable  for  the  unavailability  of  parts  due to:
          equipment age;  technology  changes;  manufacturer  availability or a)
          reliability;  or, any other factor beyond  MICOR's  control.  If it is
          determined  that parts or supplies for equipment under contract are no
          longer  available  to MICOR,  King  Soopers's  representative  will be
          notified and appropriate  adjustments made in the next contract period
          renewal.

     c)   Other Limitations:

          i)   MICOR  reserves the right to deem any equipment not repairable if
               repair cost  exceeds  fifty  percent  (50%) of the cost for a new
               equivalent  piece of equipment.  If this decision is made,  Micor
               will inform King  Soopers'  Help Desk before any other  action or
               repair is started.

          ii)  Shipping  costs covered under this contract are those incurred as
               a result of ordinary  ground rates. It is MICOR's policy to stock
               on hand high  mortality  or  critical  need parts to support  all
               equipment on maintenance  contracts.  However,  on occasion there
               may be a need for a



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MTI Equipment Blanket Service Proposal

King Scoopers

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<PAGE>



               part  that  is not  stocked  or is  currently  out of  stock.  In
               situations where the customer feels that a delay in repair due to
               a need to order a part(s) would be  unacceptable,  MICOR will, at
               the customer's request, have the parts shipped second day or next
               day air directly to the customer.  The additional charge for this
               expedited  delivery  is not  covered  under  this  contract.  Any
               additional  special  shipping  charges  will be billed at Micor's
               cost. Micor will not profit from special shipping charges.

          iii) Any part, module, component assembly, cartridge, or unit designed
               by the  manufacturer to be replaced by the operator is considered
               a supply item.

4.   Damage to  equipment  items  detailed  in  Attachment  "B" or parts to such
     equipment   necessitated  by  or  arising  out  of  client  misuse,  abuse,
     negligence  or causes  beyond MICOR  control,  including but not limited to
     fire,  theft,  or  acts  of God  are not  covered  by  this  Agreement  and
     accordingly,  all labor, parts and other costs required as a result of such
     factors will be accumulated to the end of each quarter,  i.e. March,  June,
     September, and December, of King Soopers' physical quarter.

     Notwithstanding  the foregoing,  service calls placed due to a King Soopers
     customer's acts or omissions including but not limited to "spilling soda on
     a  keyboard,"  or  "crashing a cart into a credit card  reader" will not be
     considered  operator error,  and  accordingly,  would be covered under this
     agreement.  However,  at the next renewal period,  the cost of this service
     will be considered when reviewing the succeeding period's billing fee.


5.   Consumables.  The cost and installation of consumable parts and supplies is
     not  covered  by  this  Agreement.  (See  Attachment  B for  exceptions  to
     consumable  items.)  Consumable parts and supplies are defined herein to be
     those parts and/or  supplies  that wear out, are  consumed  and/or  require
     periodic replacement as a result of day-to-day use, wear and tear. The cost
     of consumable items and their installation will be billed  separately.  See
     Exhibit "A" hereto which  includes  examples of consumable  part and supply
     items.

6.   Preventative  Maintenance.  Preventative maintenance service consists of an
     initial  assessment and diagnoses of the overall  operating  performance of
     the equipment item, followed by adjustments to bring the machine in concert
     with OEM specified tolerances and, as applicable,  oiling,  lubricating and
     cleaning of the machine.

7    Reconditioning.  When,  in its sole  discretion,  MICOR  determines  a shop
     reconditioning  is necessary to keep the equipment in  appropriate  working
     condition,  MICOR will submit to the Client an  estimate of needed  repairs
     and the cost  thereof,  which  cost will be  accumulated  to the end of the
     quarter of King Soopers physical quarter. Billing for these repairs will be
     invoiced  separately.  If Client does not  authorize  such  reconditioning,
     MICOR may, at its option discontinue service of the equipment item.

7.   Loaner  Equipment.  In the event a machine  is  removed  from the  Client's
     premises  for shop  reconditioning,  or repair,  MICOR may,  at its option,
     provide Client with a loaner machine, subject to availability.

8.   Term.  The term of this Agreement  shall be from the date herein  specified
     through a consecutive  twelve (12) month period.  Thereafter,  King Soopers
     shall review the  Agreement.  Micor will inform King Soopers of the renewal
     ninety (90) days before the agreement  renews and Kings Soopers will inform
     Micor  no  less  than  thirty  (30)  days  of any  changes,  additions,  or
     deletions. After Micor and King Soopers agree on any adjustment or changes,
     the agreement will be renewed for a successive one (1) year period, subject
     to receipt by MICOR of the maintenance  charge in effect at the time of the
     renewal, as specified in Attachment "A" hereto,  provided the Client is not
     in default as to any previous  payment or billing.  During the first ninety
     (90) days of this  agreement,  neither  party,  Micor or King Soopers,  may
     cancel this  agreement.  Thereafter,  either  party to this  Agreement  may
     terminate  the Agreement at any time by  delivering  written  notice to the
     other party thirty (30) days prior to the intended termination date. In the
     event MICOR  terminates  the  Agreement,  the unused  balance of the annual
     maintenance charge, as specified in Attachment "A" hereto, will be prorated
     and refunded to the Client.

9.   Progress  Payments.  Client agrees to pay one twelfth  (1/12) of the annual
     contract fee to Micor due on the fifteenth of the preceding month, i.e. for
     service  during the month of January 1999,  payment will be due on December
     15, 1998.  At contract  renewal,  appropriate  adjustments  will be made to
     allow for significant  equipment  increases/decreases,  specific penalties,
     and cost of living increases.

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MTI Equipment Blanket Service Proposal

King Scoopers

                                        2

<PAGE>



10.  IN NO EVENT WILL MICOR BE LIABLE FOR ANY LOSS OF DATA,  LOST PROFITS,  LOST
     SAVINGS OR OTHER CONSEQUENTIAL  DAMAGES,  EVEN IF MICOR HAS BEEN ADVISED OF
     THE  POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST THE CLIENT BY ANY
     OTHER  PARTY  UNLESS  DUE TO THE  ACTS OR  OMISIONS  OF  MICOR.  EXCEPT  AS
     EXPRESSLY PROVIDED HEREIN, MICOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
     IMPLIED,  INCLUDING ANY IMPLIED WARRANTY OF  MERCHANT-IBILITY,  FITNESS FOR
     USE OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN THOSE SET FORTH HEREIN.

11.  Governing Law. This Agreement shall be governed by and construed  according
     to the laws of the State of Colorado.

12.  Exclusive  Agreement.  This  Agreement,  which includes all attachments and
     exhibits,  constitutes  the complete  and  exclusive  understanding  of the
     parties hereto and Supersedes all other oral or written  communications and
     any  prior  agreements  between  MICOR  and  the  Client  relating  to  the
     maintenance  service of Client's  equipment.  In order to be binding on the
     parties,  any  modification  to this  Agreement must be made in writing and
     acknowledged (signed) by both parties to the Agreement.

Executed this day of 199 .

MICOR TECHNOLOGIES, INC.                     DILLON COMPANIES, INC.

   /s/ Jerry Washburn                        /s/ Bob Letcher
-----------------------------------          -----------------------------------
By                                           By and on behalf of its
                                             King Snoopers Inc. Division

Jerry Washburn / President                   Bob Letcher
-----------------------------------          -----------------------------------
Printed Name and Title                       Printed Name and Title
                                             Dir Store Services



                                        3