LOAN AGREEMENT



THIS LOAN AGREEMENT (this
"Agreement") is entered into on November 20, 2000, between NET MASTER
CONSULTANTS, INC., a Texas corporation ("Net Master"), and Smart Card
Technologies Co., Ltd., a Japanese limited liability company
("SCT").



BACKGROUND



A.     On or about September 26, 2000, Net Master, SCT
and the shareholders of SCT (the "SCT
Shareholders") entered into a letter of intent (the "Letter of
Intent") for the acquisition of 100% of the issued and outstanding shares
of SCT (the "SCT Shares") by Net Master in exchange for shares of Net
Master common stock (the "SCT Acquisition").



B.     The Letter of Intent
contemplates that certain interim loans will be made to SCT pending the closing
on the SCT Acquisition.



C.     Net Master has arranged for
its own financing so that it may make interim loans to SCT on the terms and
conditions of this Agreement.



NOW THEREFORE, for and in
consideration of the premises, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

Section 1.The
Loan.

1.1     Note.  Following
execution and delivery of this Agreement, Net Master will make a loan to SCT in
the aggregate amount of up to US$2,500,000 (the "Loan").  The Loan
will be evidenced by a Promissory Note of even date herewith from SCT in favor
of Net Master  in the form of Exhibit A attached hereto (the
"Note"). The Loan is not a revolving line of credit; advances may not
be repaid and re-advanced.

1.2     Interest. The Loan
will bear interest at 6.15% per annum and interest will accrue until the
maturity date of the Loan and will be payable on the maturity date.  Interest
will be calculated based on the basis of three hundred sixty (360) days per year
and the actual number of days that principal is advanced and outstanding under
the Loan.

1.3     Security for Loan.
The Loan will be secured by (i) all of the assets of SCT, including intellectual
property rights, pursuant to a Security Agreement of even date herewith
substantially in the form of Exhibit B attached hereto (the
"Security Agreement") and (ii) the pledge of the SCT Shares by the SCT
Shareholders pursuant to the Stock Pledge and Security Agreement of even date
herewith in substantially the form of Exhibit C attached hereto (the
"Stock Pledge Agreement").  The SCT Shares will be held in escrow for
the benefit of Net Master pursuant to the Stock Pledge Agreement by a collateral
agent mutually agreeable to Net Master and SCT.

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1.4     Term; Advancing
Schedule.  It is intended that the Loan will be funded in three advances on
the following schedule:

(a)     Up to US$750,000 not later
than November 30, 2000;



(b)     Up to US$750,000 not later
than January 31, 2001; and



(c)     US$500,000 up to
US$1,000,000 or any remaining balance, not later than March 30, 2001, with the
specific advance amount determined by Net Master in its sole discretion.



From time to time during the term of the Note, SCT may
request funds under the Loan by providing Net Master with a written funding
request (each, a "Funding Request") specifying the amount of funds
requested by SCT.  Each Funding Request will include reasonable detail on SCT's
use of the requested funds consistent with SCT's business plan as approved by
Net Master.  Within 15 days of Net Master's receipt of a Funding Request and Net
Master's approval of same, Net Master will wire transfer, at SCT's expense, the
funds requested in the Funding Request to an account designated by SCT or to
other payees designated by SCT in the Funding Request.



1.5     Conditions Precedent to
Any Advance.  In addition to all other conditions of this Agreement, the
following are conditions precedent to any additional advance hereunder (except
to the extent waived by Net Master, and any such conditions waived by Net Master
may be reimposed as a condition of subsequent advances):

(a)     Net Master has received
fully executed originals of this Agreement, the Note, the Security Agreement,
the Stock Pledge Agreement and any other documents evidencing or securing the
Loan all in form and substance satisfactory to Net Master (collectively, the
"Documents").



(b)     All representations and
warranties made by SCT or other parties (other than Net Master) in the Documents
must be true and correct on and as of the date of making the advance as though
such representations and warranties were made anew on such date.



(c)     There must not have occurred
and be continuing any event, condition, or circumstances which, with notice
and/or the passage of time, would constitute a breach in any material respect of
any representation, covenant, or warranty by SCT or other party or a default
under any of the Documents.



(d)     Net Master has received an
opinion from legal counsel to SCT, in form and substance acceptable to Net
Master, that the pledge of collateral pursuant to the Security Agreement and the
pledge SCT Shares pursuant to the Stock Pledge Agreements constitute a
perfected, valid and enforceable first lien on such assets under Japanese law,
subject to any preceding security interests created under law.



(e)     A Funding Request for such
amount has been submitted by SCT and approved by Net Master.

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1.6     Use of Proceeds.  The
proceeds of the Loan may only be used by SCT as additional working capital
consistent with SCT's business plan as approved by Net Master.  The proceeds of
the Loan may not be used to repay any loans to SCT made by the SCT
Shareholders.

1.7     Intercreditor
Agreements.  SCT acknowledges that Elysio Capital Corp. simultaneously with
this Agreement has agreed to make a loan to Net Master in the principal amount
of at least US$2,500,000 (the "Elysio Loan") the proceeds of which are
to be used by Net Master to fund the Loan to SCT under this Agreement.  As
security for repayment of the Elysio Loan, Net Master is required to pledge all
of its rights under the Documents to Elysio.  SCT hereby consents to Net
Master's assignment of the Documents and all of its rights thereunder to
Elysio.

1.8     Repayment of Loan.
Unless earlier accelerated under the terms of the Note or this Agreement, the
Loan will be due on December 1, 2001.  The parties acknowledge that if the
transactions contemplated by the Letter of Intent are consummated the Loan will
become intercompany debt between Elysio and SCT by operation of law and all
security therefor will be released by Elysio and will no longer serve as
collateral for the intercompany loan.  The Loan may be prepaid by SCT at any
time without penalty.

1.9     Net Master's Records
Conclusive.  Absent manifest error, the records of Net Master with respect
to amounts advanced or owing under the Loan will be conclusive.

2.1     Organization and Good
Standing.  SCT is a limited liability company duly organized, validly
existing under the laws of Japan, with all requisite power and authority to own,
operate and lease its properties and to carry on its business as it is now being
conducted.  SCT is qualified and in good standing to do business in all
jurisdictions where its business or ownership of property or assets requires
such qualification.



2.2     Authority.  SCT has
all requisite power and authority to execute and deliver this Agreement and any
other Documents, and to perform its obligations thereunder and to consummate the
transactions contemplated thereby.  The execution and delivery of each of the
Documents by SCT and the consummation by SCT of the transactions contemplated
thereby have been duly authorized by its board of directors and no other company
or shareholder proceedings on the part of the SCT are necessary to authorize
such Documents or to consummate the transactions contemplated thereby.  This
Agreement has been, and the other Documents when executed and delivered by SCT
as contemplated by this Agreement, will be duly executed and delivered by SCT
and this Agreement is and the other Documents contemplated hereby will be valid
and binding obligations of SCT.



2.3     Actions and
Proceedings.  There is no claim, charge, arbitration, grievance, action,
suit, investigation or proceeding by or before any court, arbiter,
administrative agency or other governmental authority now pending or threatened
against SCT or any subsidiary of SCT, or which involved any of the business, or
the properties or assets of SCT or any subsidiary of SCT, that, if adversely
resolved or determined, would have a material adverse effect on SCT.

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2.4     Conduct of Business.
So long as any amounts are due or outstanding under the Note, SCT will (a)
conduct its business only in a normal and ordinary course and in substantially
the same manner as historically conducted, (b) use its best efforts to preserve
intact the business organization and goodwill of SCT, (c) keep Net Master
advised of significant developments in its business and of any significant
decisions concerning the operation of its business, (d) not make any dividend or
other unusual distributions of any kind to its shareholders or issue any
additional equity securities, (e) not make any change to or enter into any
material agreements or incur any material liabilities without Net Master's
consent, (f) not pay any bonuses or increases in compensation to any director,
officer or (except in the ordinary course of business) any employee; and (g) not
incur any additional indebtedness (other than trade payables in the ordinary
course), without Net Master's consent.



2.5     Notice of Material
Adverse Effect.  SCT will give Net Master immediate notice of any event that
has a material adverse effect on the business or financial condition of SCT.



2.6     Additional
Documentation.  During the term of the Loan, SCT will provide Net Master
with such additional documentation and information as reasonably requested by
Net Master, including annual reports, audited accounts, monthly financial
statements and cash forecasts of SCT.



2.7     Additional Security.
In the event that SCT acquires any subsidiary or ownership participation
following the date of this Agreement, SCT will deliver to Net Master a stock
pledge and security agreement pledging SCT's ownership interest in such
subsidiary or participation as additional security for the Loan, which agreement
will be in form and substance reasonably satisfactory to Net Master, together
with original stock certificates or other evidence of SCT's ownership of such
newly acquired subsidiary or participation, duly endorsed for transfer.



3.1     Events of Default.
Each of the following constitutes an Event of Default under this
Agreement:



(a)     Failure of SCT to
pay any amounts due under the Note on the date such amounts are due; or



(b)     Failure of SCT or any other
party thereto (other than Net Master) to perform or observe any term, condition,
covenant, warranty, agreement or other provision contained in this Agreement or
any other Document, within fifteen (15) days after receipt of notice from Net
Master specifying such failure, provided that if SCT or such other party has
promptly initiated efforts to cure such failure and diligently pursues such
cure, it will have thirty (30) days to accomplish such cure; or

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(c)     Discovery that any
representation or warranty made or deemed made by SCT or any other party thereto
(other than Net Master) in this Agreement or any statement or representation
made in any certificate, report or opinion delivered pursuant to this Agreement
or any other Document or in connection with any borrowing under this Agreement
was materially untrue or is breached in any material respect; or



(d)     SCT makes an assignment for
the benefit of creditors, files a petition in bankruptcy, petitions or applies
to any tribunal for any receiver or any trustee of SCT or any substantial part
of its property, or commences any proceeding relating to SCT under any
reorganization, arrangement, readjustments of debt, dissolution or liquidation
law or statute of any jurisdiction, whether now or hereafter in effect; or



(e)     The filing of a bankruptcy
or insolvency or similar proceeding petition or the commencement of any
proceeding against SCT seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, or, the appointment of any trustee, receiver
or liquidator of SCT or of all or any substantial part of the properties of SCT,
which proceeding or appointment is not dismissed or vacated within sixty (60)
days.

3.2     Remedies upon
Default.  Upon the occurrence of an Event of Default, the following
provisions will be applicable:

(a)     Net Master, at its option,
may terminate its obligation to make additional advances under this Agreement
and otherwise terminate this Agreement; and



(b)     Net Master may declare the
Loan immediately due and payable and may exercise all of its rights and remedies
against SCT and any other obligor of the Loan, as provided in the Note, the
Documents and by law.

4.1     Modification and
Waiver.  No modification or waiver of any provision of the Note, this
Agreement or the other Documents and no consent by a party to any departure
therefrom by the other party will be effective unless such modification or
waiver is in writing and signed by the parties.  No notice to or demand on a
party in any case entitles that party to any other or further notice or demand
in similar or other circumstances.  No failure or delay by a party in exercising
any right, power or privilege hereunder will operate as a waiver thereof, nor
will any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.  The
rights and remedies of each party contained in this Agreement are cumulative
and not exclusive of any rights or remedies otherwise provided by law.

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4.2     Notices.  All
notices, requests, demands or other communications provided for in this
Agreement and the other Documents must be in writing and delivered by registered
airmail, return receipt requested or sent by fax with electronic confirmation of
receipt to the parties at the following addresses:



If to Net Master:



with a copy to:



If to SCT:

Any notice, request, demand or other communication delivered or sent in the foregoing manner will be deemed given or made (as the case may be) upon the earliest of (a) the date it is actually received or (b) the fifth business day after the day on which
it is properly dispatched for registered airmail service.



4.3     Counterparts; Fax
Execution.  This Agreement may be executed by the parties hereto
individually or in any combination, in one or more counterparts, each of which
will be an original and all of which together constitute one and the same
agreement.  This Agreement may be executed by delivery of a signed signature
page by fax.



4.4     Captions.  The
captions of the various sections and paragraphs of this Agreement have been
inserted only for the purposes of convenience; such captions are not a part of
this Agreement and will not be deemed in any manner to modify, explain, enlarge
or restrict any of the provisions of this Agreement.



4.5     Survival of
Agreements.  All agreements, representations and warranties made herein will
survive the delivery of this Agreement and the making and renewal of the Loan
hereunder.

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4.6     Successors and
Assigns.  Other than as expressly contemplated by this Agreement or by
operation of law pursuant to the transactions contemplated in the Letter of
Intent, this Agreement may not be assigned by either party without the consent
of the other party.  This Agreement will inure to the benefit of and bind the
respective parties hereto and their successors and permitted assigns.



4.7     Governing Law.
Notwithstanding the place of execution of this Agreement and the business
locations of the parties, the parties agree that this Agreement and the rights
and obligations of the parties hereunder will be construed and interpreted in
accordance with the laws of the State of Delaware, notwithstanding conflicts of
laws principles.  The parties agree that any appropriate court located in
Delaware will have non-exclusive jurisdiction of any case or controversy arising
under or in connection with this Agreement and will be a proper forum in which
to adjudicate such case or controversy.  The parties expressly consent to
personal jurisdiction and venue in such courts.



4.8     Entire Agreement.
This Agreement and the exhibits hereto and the Documents contain and constitute
the entire agreement between the parties with respect to the subject matter
hereof and supersede all prior arrangements and understandings both written and
oral, express or implied, with respect thereto.



4.9     Severability.  Should
any provision of this Agreement, or any provision hereafter incorporated in this
Agreement, be invalid or unenforceable in whole or in part or subsequently lose
its validity or enforceability, or should this Agreement be found to be
incomplete, the balance of the provisions will in no way be affected thereby.
In lieu of the invalid or unenforceable provision, or in order to complete this
Agreement, the parties hereto will covenant such appropriate provisions as
correspond to the extent permitted by law, most closely to that which the
parties wanted, or according to the intent and purpose of this Agreement the
parties hereto would have wanted to covenant had they considered the particular
point.



4.10    Exhibits.  The following
exhibits are attached to this Agreement and incorporated herein by
reference:



Exhibit A		Promissory Note
Exhibit B		Security Agreement
Exhibit C		Stock Pledge Agreement



[Signatures on Following Page.]





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EXECUTED:





|    | NET MASTER CONSULTANTS, INC.     
|--- | ---------------------------------
|    |                                  
|    |                                  
|By: | /s/ Nora Coccaro                 
|    |                                  
|    | Nora Coccaro                     
|    | President                        
|    |                                  
|    |                                  
|    | SMART CARD TECHNOLOGIES CO., LTD.
|    |                                  
|    |                                  
|By: | /s/ Katsumi Sato                 
|    |                                  
|    | Katsumi Sato                     
|    | President                        

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PROMISSORY NOTE



November 20, 2000

$2,500,000U.S.



FOR VALUE RECEIVED, SMART CARD
TECHNOLOGIES CO., LTD., a Japanese limited liability company
("Borrower"), promises to pay to the order of NET MASTER CONSULTANTS,
INC., a Texas corporation, or its assignee ("Lender"), the sum of Two
Million Five Hundred Thousand United States Dollars (US$2,500,000), or so much
thereof as is advanced, at such time and together with interest thereon as
provided below.



This Note is subject to the
terms and conditions of, and Lender and Borrower are entitled to the benefits
of, the Loan Agreement of even date herewith between Borrower and Lender (the
"Loan Agreement").  This Note is secured by a Security Agreement from
Borrower in favor of Lender and a Stock Pledge and Security Agreement from each
of the shareholders of Borrower in favor of Lender pledging the shares of
Borrower.



Interest will accrue on the
outstanding principal amount of this Note at the applicable federal (U.S.) rate
of six and fifteen/hundredths percent (6.15%) per annum from the date of advance
thereof, and until all amounts outstanding under this Note have been paid in
full.  Interest will be calculated on the basis of a year consisting of 360 days
and will be charged on the basis of the actual number of calendar days that the
principal amount advanced remained unpaid to Lender.



All amounts owing under this
Note are due on December 1, 2001 (the "Maturity Date").  Overdue
payments of any sums due under this Note will bear interest at the rate of 15%
per annum until paid.  In addition, if this Note is not paid on the Maturity
Date, Lender will be entitled to collect a one-time late charge to cover the
increased costs of administering the Note in an amount equal to 2% of the then
outstanding principal amount of the Note.



All payments will be made in
U.S. Dollars to Lender, without offset, at such address as Lender may designate
in writing to Borrower.  All payments received from Borrower will be applied
first to interest (including default interest) to the extent then accrued and
unpaid, then to costs of collection, and then to principal.  The amount
outstanding under this Note may be prepaid at any time, and from time to time,
by Borrower without notice, penalty or bonus. At such time as the
transactions contemplated by the Letter of Intent (as defined in the Loan
Agreement) are consummated the Loan will become intercompany debt between
Lender's successor-in-interest and SCT by operation of law and all security
therefor will be released by Lender and will no longer serve as collateral for
the intercompany loan



Extension of time of payment of
all or any part of the amount owing under this Note at any time or times or
failure of the holder of this Note to enforce any of its rights or remedies
under this Note or under any instrument securing this Note or any releases or
surrender of property will not release any party liable for this Note and will
not constitute a waiver of the rights of the holder to enforce such rights and
remedies thereafter.  Borrower waives demand and presentment for payment, notice
of dishonor, notice of non-payment, protest and notice of protest of this Note.
Borrower agrees to pay all costs of collection of this Note, including but not
limited to, court costs and reasonable attorneys' fees, whether or not suit is
filed.

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Time is of the essence of this
Note.

If any provision in this Note
is for any reason held by a court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability will not affect any other provision of this Note.



This Note will be construed and
enforced under the laws of the State of Delaware.



Borrower has executed this
instrument under seal as of the date above.

|    | SMART CARD TECHNOLOGIES CO., LTD.
|--- | ---------------------------------
|    |                                  
|    |                                  
|By: | /s/ Katsumi Sato                 
|    |                                  
|    | Katsumi Sato                     
|    | President                        

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SECURITY AGREEMENT



THIS SECURITY AGREEMENT (this
"Agreement") is made on November 20, 2000, by Smart Card Technologies
Co., Ltd., a Japanese limited liability company ("Debtor"), in favor
of NET MASTER CONSULTANTS, INC., a Texas corporation ("Secured
Party").



BACKGROUND:



Secured Party has extended a
loan (the "Loan") in the maximum principal amount of $2,500,000 to
Debtor pursuant to the terms and conditions of a Loan Agreement of even date
herewith between Secured Party and Debtor (the "Loan Agreement") and
as evidenced by a Promissory Note of even date herewith from Debtor to Secured
Party (the "Note").  To secure its obligations under the Note, Debtor
is required to deliver to Secured Party this Agreement.



NOW, THEREFORE, for and in
consideration of the premises, the direct benefits to be realized by Debtor from
the Loan, the mutual covenants set forth below, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Debtor
covenants and agrees with Secured Party as follows:



STATEMENT OF TERMS:



1.      Collateral.  As used herein, the term
"Collateral" means the following items:



(a)     All of Debtor's right, title
and interest in and to personal property of every kind and nature, accounts
receivable, chattel paper, accounts, general intangibles, contract rights,
documents, equipment, furniture, fixtures, inventory, instruments, securities,
consumer goods, goods, technologies, patents, patent applications and patent
rights, trademarks, copyrights, goodwill, trade names, trade secrets, licenses,
computer software and computer hardware;



(b)     All substitutes and
replacements for, accessions, attachments and other additions to, tools, parts
and equipment used in connection with, all certificates of title, manufacturer's
statements of origin and proceeds and products of, the above Collateral
(including all profits, income and benefits resulting from any of the above),
and all documents, accounts, chattel paper and instruments arising from or
related to the above Collateral, and returned or repossessed Collateral;



(c)     All policies of insurance
covering the Collateral and proceeds thereof;



(d)     All security for the payment
of any of the Collateral, and all goods which gave or will give rise to any of
the Collateral or are evidenced, identified or represented therein or
thereby;



(e)     All property similar to the
above hereafter acquired by Debtor; and



(f)     All proceeds and products of
the foregoing items.



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2.      Security Interest.  Debtor hereby grants to Secured Party a
security interest in the Collateral, as security for full and punctual payment
of any and all sums, when due and payable, under the Note and any other
indebtedness of Debtor to Secured Party, whether now existing or hereafter
incurred (collectively, the "Indebtedness") and the prompt performance
of the covenants contained herein and in the Note and the Loan Agreement.  The
security interest so granted to Secured Party will at all times be a first,
valid and continuing security interest in the Collateral, subject to any
preceding security interests created under law.



3.      Debtor's Representations, Warranties and Covenants.  Debtor
represents, warrants and covenants to Lender as follows:



(a)     Corporate Organization
and Good Standing.  Debtor is a limited liability company duly organized,
validly existing under the laws of Japan, with all requisite corporate power and
authority to own, operate and lease its properties and to carry on its business
as it is now being conducted.  Debtor is qualified and in good standing to do
business in all jurisdictions where its business or ownership or leasing of
property or assets requires such qualification.



(b)     Authority.  Debtor
has all requisite power and authority to execute and deliver this Agreement and
any other documents, agreements and instruments to be executed in connection
with the consummation of the transactions contemplated by this Agreement,
including the Note (collectively, the "Loan Documents") and to perform
its obligations thereunder and to consummate the transactions contemplated
thereby.  The execution and delivery of each of the Loan Documents by Debtor and
the consummation by Debtor of the transactions contemplated thereby have been
duly authorized by its board of directors and no other corporate or shareholder
proceedings on the part of Debtor are necessary to authorize such Loan Documents
or to consummate the transactions contemplated thereby.  This Agreement has
been, and the other Loan Documents when executed and delivered by Debtor
contemplated by this Agreement will be, duly executed and delivered by Debtor
and this Agreement is, and the other Loan Documents when executed and delivered
by Debtor as contemplated hereby will be, valid and binding obligations of
Debtor.



(c)     Capitalization of
Debtor.  The entire authorized capital stock and other equity securities of
Debtor consists of 1,440 shares of common stock, par value 50,000 yen per share,
of which 360 shares are currently issued and outstanding.  All of the issued and
outstanding shares have been duly authorized, are validly issued, were not
issued in violation of any preemptive rights, are fully paid and nonassessable,
are not subject to preemptive rights, and were issued in compliance with all
applicable laws, rules and regulations.  There are no subscription rights,
options, warrants, convertible securities, or other rights presently outstanding
for the purchase or acquisition of capital stock of Debtor or any securities
convertible into or exchangeable for capital stock of Debtor. Debtor agrees not
to issue additional shares of capital stock of any type, or rights thereto so
long as any amounts are due or outstanding under the terms of the Note, except
with the prior consent of Secured Party.

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(d)     Actions and
Proceedings.  There is no claim, charge, arbitration, grievance, action,
suit, investigation or proceeding by or before any court, arbiter,
administrative agency or other governmental authority now pending or threatened
against Debtor, or which involves any of the business, or the properties or
assets of Debtor that, if adversely resolved or determined, would have a
material adverse effect on Debtor.



(e)     Performance.  Debtor
will perform and comply with all covenants and conditions on its part to be
performed or complied with under this Agreement, or otherwise applicable to it
as provided in the Note.



(f)     Ownership and Maintenance
of Collateral.  Debtor now owns and has good title to the Collateral and
will maintain the Collateral free from all liens, claims, attachments,
executions, sequestrations and encumbrances except:  (i) liens for taxes,
assessments and governmental charges not due and payable or which are being
contested in good faith by Debtor; and (ii) the security interest created by
this Agreement. Debtor will take all actions that are necessary or desirable to
keep and maintain the Collateral in good condition.



(g)     Perfection of Security
Interest;  Further Assurances.  Debtor will take such reasonable steps, as
and when requested by Secured Party, to perfect and maintain Secured Party's
security interest in the Collateral, including, without limitation, executing
financing statements and paying the costs of filing same, whenever Secured Party
deems such filing appropriate.



(h)     Insurance.  Debtor
will insure the Collateral with reputable and financially sound insurance
companies acceptable to Secured Party, against such casualties and in such
amounts as are standard in the industry and commercially reasonable or as
Secured Party requires. All insurance policies must be written for the benefit
of Debtor and for Secured Party as an additional insured, or in other form
satisfactory to Secured Party, and such policies or certificates evidencing the
same will be furnished to Secured Party.  All policies of insurance must provide
for written notice to Secured Party at least 10 days prior to cancellation.
Risk of loss or damage is Debtor's to the extent of any deficiency in any
effective insurance coverage.  Secured Party is appointed Debtor's
attorney-in-fact to collect any return or unearned premiums or the proceeds of
such insurance and to endorse any draft or check payable to Debtor therefor.
Debtor agrees that Secured Party will have a security interest in such policies
and the proceeds thereof, and, if any loss should occur, then the proceeds may
be applied to the payment of the Indebtedness, as Secured Party may direct.  If
Debtor fails to maintain any required insurance, to the extent permitted by
applicable law Secured Party may (but is not obligated to) purchase single
interest insurance coverage for the Collateral which insurance may at Secured
Party's option (i) protect only Secured Party and not provide any remuneration
or protection for Debtor directly and (ii) provide coverage only after the
Indebtedness has been declared due as herein provided.

(i)     No Transfer or Assignment
of  Collateral.  Debtor will take all actions  necessary or desirable to
keep and maintain the Collateral in good condition, and will not transfer or
assign any interest thereto, whether by license, collateral assignment or

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absolute assignment, without Secured Party's prior written
consent, which may be withheld in Secured Party's sole and absolute discretion.
Debtor will not modify any patents, patent applications or similar intellectual
property rights without Secured Party's prior consent.



(j)     Secured Party's
Costs.  Debtor will pay all costs necessary to obtain, preserve, perfect,
defend, enforce and collect the security interests represented by this
Agreement, collect the Indebtedness, and preserve, defend and enforce the
Collateral, including but not limited to taxes, assessments, reasonable
attorneys' fees and legal expenses, storage costs and expenses of sales.
Whether the Collateral is or is not in Secured Party's possession, and without
any obligation to do so and without waiving Debtor's default for failure to make
any such payment, Secured Party at its option may pay any such costs and
expenses or discharge encumbrances on the Collateral, and such payment or
payments shall be a part of the Obligation.  Debtor agrees to reimburse Secured
Party promptly upon demand for any costs so incurred.



(k)     Information and
Inspection.  Debtor will (i) furnish Secured Party any financial statements
of Debtor or reports to Debtor by accountants or others pertaining to Debtor's
business and any information with respect to the Collateral promptly upon
request by Secured Party; (ii) allow Secured Party to inspect the Collateral,
at any time and wherever located, and to inspect and copy, or furnish Secured
Party with copies of, all records relating to the Collateral and the
Obligation; (iii) furnish Secured Party such information as Secured Party may
request to identify general intangibles included in the Collateral, at the time
and in the form requested by Secured Party; and (iv) deliver upon request to
Secured Party shipping and delivery receipts evidencing the shipment of goods
and invoices evidencing the receipt of, and the payment for inventory in
Collateral.



(l)     Collateral
Records.  Debtor at all times will maintain complete and accurate books and
records covering the Collateral, and Secured Party is hereby given the right to
audit Debtor's books and records relating to the Collateral at any time and from
time to time.  Debtor will disclose to Secured Party all agreements modifying
any patent, general intangible, account, chattel paper or instrument included in
the Collateral.



(m)     Change of Name.
Without the written consent of Secured Party, Debtor will not change its
name.



(n)     Power of
Attorney.  Debtor hereby appoints Secured Party as Debtor's attorney-in-fact
with full power in Debtor's name and behalf to do every act which Debtor is
obligated to do or may be required to do under this Agreement; however, nothing
in this paragraph shall be construed to obligate Secured Party to take any
action hereunder.  The power of attorney hereby created is a power coupled with
an interest, and shall be irrevocable.

---

4.     Events of Default;
Secured Party's Remedies.

(a)     Events of Default.
Any of the following events constitute an event of default ("Event of
Default") under this Agreement:

(i)     Debtor fails to pay, when
due and payable, any of the Indebtedness and such failure continues for a period
of two business days after written notice of such failure to Debtor by Secured
Party; or



(ii)     Debtor fails to perform or
comply with any non-monetary covenant on its part to be performed or complied
with under the Note or this Agreement or any other agreement between Debtor and
Lender and any such failure continues for a period of ten days after written
notice of such failure is given to Debtor by Secured Party.



(b)     Secured Party's
Remedies.  Upon the happening of an Event of Default, Secured Party, at its
election, may:  (i) declare all Indebtedness immediately due; and (ii) exercise
any or all rights of a secured party in respect of the Collateral as provided
for under applicable law.  Secured Party's rights and remedies under this
Agreement will be cumulative, and may be exercised singularly or concurrently.
Debtor will pay upon demand all costs and expenses incurred by Secured Party in
enforcing this Agreement and in realizing upon, or exercising any rights in
respect of, the Collateral, including, without limitation, reasonable attorneys'
fees.  Upon Debtor's failure to perform any of its obligations under this
Agreement, Secured Party may, but will not be required to, perform any such
obligation; the expense of such performance to be paid by Debtor to Secured
Party upon demand and the payment of which will be secured by this
Agreement.



(c)     Right of Secured
Party to Notify Debtors.  At any time following an Event of Default, Secured
Party may notify persons obligated on any Collateral to make payments directly
to Secured Party and Secured Party may take control of all proceeds of any
Collateral.  Until Secured Party elects to exercise such rights, Debtor, as
agent of Secured Party, will collect and enforce all payments owed on
Collateral.



5.     Other
Provisions.



(a)     Upon (i) full payment of the
Indebtedness (if no Event of Default then exists under this Agreement or the
Note) or (ii) the consummation of the transactions contemplated by the Letter
of Intent (as defined in the Loan Agreement), Secured Party's security interest
in the Collateral will terminate, and Secured Party will execute and deliver to
Debtor such documents as may be reasonably required to evidence such
termination, including appropriate termination statements.



(b)     No modification, waiver,
release, or amendment of any provision of this Agreement will be effected,
except pursuant to a writing signed by Debtor and Secured Party.

---

(c)     No delay or omission by
Secured Party in exercising any of Secured Party's rights and remedies under
this Agreement will operate as a waiver thereof or of any other right or remedy
of Secured Party.



(d)     Other than as expressly
provided in the Loan Agreement or by operation of law pursuant to the
transactions contemplated in the Letter of Intent (as defined in the Loan
Agreement), this Agreement may not be assigned by either party without the
consent of the other party.  This Agreement will be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
The terms "Secured Party" and "Debtor", respectively, as
used herein, will include any successor in interest of any such party.



(e)     All notices, requests,
demands or other communications provided for in this Agreement and the other
Documents must be in writing and delivered by registered airmail, return receipt
requested or sent by fax with electronic confirmation of receipt to the parties
at the following addresses:



If to Secured Party:

with a copy to:



If to Debtor:

Any notice, request, demand or other communication delivered
or sent in the foregoing manner will be deemed given or made (as the case may
be) upon the earliest of (i) the date it is actually received or (ii) the fifth
business day after the day on which it is properly dispatched for registered
airmail service.

---

(f)     Notwithstanding the place of
execution of this Agreement and the business locations of the parties, the
parties agree that this Agreement and the rights and obligations of the parties
hereunder will be construed and interpreted in accordance with the laws of the
State of Delaware, notwithstanding conflicts of laws principles. The parties
agree that any appropriate court located in Delaware will have non-exclusive
jurisdiction of any case or controversy arising under or in connection with this
Agreement and will be a proper forum in which to adjudicate such case or
controversy.  The parties expressly consent to personal jurisdiction and venue
in such courts.





[Signatures on Following Page.]

---

EXECUTED:

|    | SMART CARD TECHNOLOGIES CO., LTD.
|--- | ---------------------------------
|    |                                  
|    |                                  
|By: | /s/ Nora Coccaro                 
|    |                                  
|    | Nora Coccaro                     
|    | President                        
|    |                                  
|    |                                  
|By: | /s/ Katsumi Sato                 
|    |                                  
|    | Katsumi Sato                     
|    | President                        

---

STOCK PLEDGE AND SECURITY AGREEMENT



THIS STOCK PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made on
November 20, 2000, by KATSUMI SATO ("Pledgor"), in favor of NET MASTER
CONSULTANTS, INC., a Texas corporation ("Net Master").



BACKGROUND:



Net Master has extended a loan to Smart Card Technologies Co., Ltd., a Japanese
limited liability company ("Borrower"), in the maximum principal
amount of $2,500,000 (the "Loan") pursuant to the terms of a Loan
Agreement between Net Master and Borrower (the "Loan Agreement") and
as evidenced by a Promissory Note made by Borrower in favor of Lender (the
"Note").

Pledgor is the holder of 20 shares of common stock, par value 50,000 yen per
share, of Borrower represented by certificate numbers 100001 to 100002 (the
"Shares") and is an officer, director and/or key personnel of
Borrower.  Pledgor acknowledges that he will be benefited by the Loan to
Borrower.

To secure the due and punctual payment and performance of the obligations and
covenants of Borrower under the Note, Pledgor has agreed to pledge and assign to
Net Master all of Pledgor's right, title, and interest in and to the Shares
together with the other collateral hereinafter described (collectively, the
"Stock").

NOW, THEREFORE, for and in consideration of the premises, the direct benefits to
be realized by Pledgor from the Loan, the mutual covenants set forth below, and
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Pledgor covenants and agrees with Net Master as follows:



STATEMENT OF TERMS:



1.    
 Warranty.  Pledgor warrants to Net Master that (a) Pledgor
owns the Stock free and clear of all liens, charges, and encumbrances, (b) the
Stock is duly issued, fully paid, and non-assessable, that Pledgor has the
unencumbered and unrestricted right to pledge the Stock, (c) no consent or
approval of any governmental or regulatory authority, or of any securities
exchange, which has not been obtained was or is necessary to the validity of
this pledge, and (d) the pledge of the Stock pursuant to the terms of this
agreement is valid and effective under Japanese law.



2.    
 Security Interest.  Pledgor grants, conveys, and pledges to
Net Master a security interest in and security title to all of its right, title,
and interest in and to the Stock, and has transferred to Net Master, all of its
right, title, and interest in and to, the Stock presently held by Pledgor,
including liquidation proceeds, as security for (a) all obligations of
Pledgor to Net Master hereunder; and (b) payment and performance of the
Note and all other payment obligations from Borrower or Pledgor to Net Master
whether now existing or hereafter incurred (collectively, the
"Obligations").  Pledgor has, on this date, delivered the certificates
representing the Shares to Lender's collateral agent (the "Collateral
Agent"), endorsed in blank by Pledgor,

---

including Pledgor's seal or chop.
Pledgor agrees that at any time and from time to time, at its expense, Pledgor
will promptly execute and deliver all further instruments and documents, and
take all further action that may be necessary, or that Net Master may reasonably
request, in order to perfect and protect the security interest granted hereby or
to enable Net Master to exercise and enforce its rights and remedies hereunder
with respect to all or any portion of the Stock.  Net Master and the Pledgor
agree that the stock certificates will be held by the Collateral Agent in escrow
until the Obligations are paid in full or deemed paid in full.



3.    
 Additional Shares.  In the event that, during the term of this
Agreement:



(a)     any stock dividend, stock
split, reclassification, readjustment, or other change is declared or made in
the capital structure of Borrower, all new, substituted, and additional shares,
or other securities, issued by reason of any such change and received by Pledgor
or to which Pledgor may be entitled will be immediately transferred to the
Collateral Agent by delivery, duly endorsed in blank by Pledgor including
Pledgor's seal or chop, and will thereupon constitute Stock under the terms of
this Agreement; and



(b)     subscriptions, warrants, or
any other rights or options are issued in connection with the Stock, all new
stock or other securities acquired through such subscriptions, warrants, rights,
or options by Pledgor will be immediately transferred by delivery to the
Collateral Agent and will thereupon constitute Stock under the terms of this
Agreement.



4.    
 Default.  Upon
the occurrence of a default under the Note or a default by Pledgor under this
Agreement or of the Obligations, Net Master will have the right to (i) instruct
the Collateral Agent to transfer all or any portion of the Stock into the name
of Net Master in which case Net Master will be deemed to have received the
Current Value Price (as defined below) for the Stock, or (ii) subject to
applicable securities law, transfer, sell, or otherwise dispose of the Stock at
a public or private sale or make other commercially reasonable disposition of
the Stock or any portion thereof after five (5) days notice to Pledgor.  The
Current Value Price or proceeds of the public or private sale or other
disposition, as applicable, will be applied to the costs incurred in connection
with the sale, and to the Obligations, in such order as Net Master may
determine, and any remaining proceeds will be returned to Pledgor.  In the event
the Current Value Price of any portion of the Stock transferred into the name of
Net Master or the proceeds of the sale or other disposition of the Stock, if
any, are insufficient to pay such expenses, interest, principal of the
Obligations, and damages, Pledgor will remain liable to Net Master under the
Note for any such deficiency.  For purposes of this Agreement, Current
Value Price is (i) if the Shares are trading, the average per share closing bid
price on the Shares over the two week period immediately preceding the date of
which the default occurred, or (ii) if the Shares are not trading, the per share
value as of the date the default occurred as such value as determined by an
independent accounting firm selected by Net Master or by the Board of Directors
of Net Master.



5.    
 Additional Rights of
Secured Party.  In addition to its rights and privileges under this
Agreement, Net Master will have all the rights, powers, and privileges of
secured parties under applicable law.  All rights of Net Master are cumulative
and not exclusive.

---

6.    
 Pledgor's Obligations
Absolute.  The obligations of Pledgor under this Agreement are direct
and immediate and not conditional or contingent upon the pursuit of any remedies
against any other person, nor against other security or liens or encumbrances
available to Net Master or any of its successors, assigns, or agents.



7.    
 Voting Rights.



(a)     So long as a default by
Pledgor has not occurred under the Loan Agreement or under this Agreement,
Pledgor will be entitled to exercise all voting rights and all other rights of
the Stock.



(b)     Upon the occurrence of a
default by Pledgor under the Loan Agreement or under this Agreement, and during
the continuance thereof, and for so long as any of the Obligations remain
unpaid, (i) Net Master may, upon one (1) day prior written notice to Pledgor of
its intention to do so, exercise all voting rights and all other rights of the
Stock, but under no circumstances is Net Master obligated by the terms of this
Agreement to exercise such rights, and (ii) Pledgor hereby appoints Net Master
Pledgor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the
Stock in any manner Net Master deems advisable for or against all matters
submitted or which may be submitted to a vote of shareholders.  The power
of attorney granted hereby is coupled with an interest and is irrevocable for so
long as any of the Obligations remain unpaid.



(c)     For so long as Pledgor has
the right to vote the Stock, Pledgor covenants and agrees that it will not,
without the prior written consent of Net Master, vote or take any consensual
action with respect to the Stock which would constitute a breach of this
Agreement or a default under the Note.



8.    
 Termination.  This
Agreement, and the security interest hereunder granted to Net Master in the
Stock, will terminate on the date on which all of the Obligations have been
fully satisfied or upon the consummation of the transactions contemplated by
the Letter of Intent (as defined in the Loan Agreement).  Thereafter, Net Master
will deliver a termination of this Agreement to Pledgor, and will instruct the
Collateral Agent to return the certificates evidencing the Shares to Pledgor,
unless and except to the extent the Stock has been transferred to the name of
Net Master, liquidated or otherwise disposed of pursuant to this Agreement.



9.    
 Security Agreement.
This Agreement constitutes a security agreement under the applicable law of the
State of Delaware.



10.    
 General.



(a)     Time is of the essence of
this Agreement.  No waiver by Net Master of any power or right hereunder or
of any breach or default by Pledgor hereunder will be binding upon Net Master
unless in writing signed by Net Master.  No failure or delay by Net Master to
exercise any power or right hereunder or binding waiver of any default hereunder
will operate as a waiver of any other or further exercise of such power or any
other breach or default.  This Agreement, together with all documents
referred to herein, constitutes the entire agreement

---

between Pledgor and Net Master and may not be modified except
by a writing executed by Net Master and delivered by Net Master to Pledgor.



(b)     If any paragraph or part
hereof is for any reason held or adjudged to be invalid, illegal, or
unenforceable by any court of competent jurisdiction, such paragraph or part
thereof so adjudicated invalid, illegal, or unenforceable will be deemed
separate, distinct, and independent, and the remainder of this Agreement will
remain in full force and effect and will not be affected by such holding or
adjudication.

(c)     All representations and
warranties made and given herein by Pledgor will survive the execution and
delivery of this Agreement and will remain in full force and effect until such
time as this Agreement terminates as provided in Section 8 hereof.



(d)     Other than as expressly
provided in the Loan Agreement or by operation of law pursuant to the
transactions contemplated in the Letter of Intent (as defined in the Loan
Agreement), this Agreement may not be assigned by either party without the
consent of the other party.  Pledgor consents to the assignment of this
Agreement from Net Master to Elysio Capital Corp.  The rights and obligations
of the parties hereunder will inure to the benefit of and bind their respective
heirs, executors, administrators, legal representatives, successors, and
assigns.



(e)     Notwithstanding the place of
execution of this Agreement and the business locations of the parties, the
parties agree that this Agreement and the rights and obligations of the parties
hereunder will be construed and interpreted in accordance with the laws of the
State of Delaware, notwithstanding conflicts of laws principles. The parties
agree that any appropriate court located in Delaware will have non-exclusive
jurisdiction of any case or controversy arising under or in connection with this
Agreement and will be a proper forum in which to adjudicate such case or
controversy.  The parties expressly consent to personal jurisdiction and venue
in such courts.



(f)     All notices, requests,
demands or other communications provided for in this Agreement must be in
writing and delivered by registered airmail, return receipt requested or sent
by fax with electronic confirmation of receipt to the parties at the following
addresses:



If to Net Master:

---

with a copy to:

If to Pledgor:

Any notice, request, demand or other communication delivered or sent in the
foregoing manner will be deemed given or made (as the case may be) upon the
earliest of (i) the date it is actually received or (ii) the fifth business day
after the day on which it is properly dispatched for registered airmail
service.



(g)     Captions are for reference
only and in no way limit the terms of this Agreement.



(h)     All references herein to any
document, instrument, or agreement will be deemed to refer to such document,
instrument, or agreement as the same may be amended, modified, restated,
supplemented, or replaced from time to time.



EXECUTED:

|    | NET MASTER:                 
|--- | ----------------------------
|    |                             
|    | NET MASTER CONSULTANTS, INC.
|    |                             
|    |                             
|By: | /s/ Nora Coccaro            
|    |                             
|    | Nora Coccaro                
|    | President                   
|    |                             
|    |                             
|    | PLEDGOR:                    
|    |                             
|By: | /s/ Katsumi Sato            
|    |                             
|    | Katsumi Sato                
|    | President                   

---

STOCK PLEDGE AND SECURITY AGREEMENT



THIS STOCK PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made on
November 20, 2000, by SHINICHIRO YAMADA ("Pledgor"), in favor of NET
MASTER CONSULTANTS, INC., a Texas corporation ("Net Master").



BACKGROUND:



Net Master has extended a loan to Smart Card Technologies Co., Ltd., a Japanese
limited liability company ("Borrower"), in the maximum principal
amount of $2,500,000 (the "Loan") pursuant to the terms of a Loan
Agreement between Net Master and Borrower (the "Loan Agreement") and
as evidenced by a Promissory Note made by Borrower in favor of Lender (the
"Note").

Pledgor is the holder of 120 shares of common stock, par value 50,000 yen per
share, of Borrower represented by certificate numbers 100003 to 100004 and
500002 (the "Shares") and is an officer, director and/or key personnel
of Borrower.  Pledgor acknowledges that he will be benefited by the Loan to
Borrower.

To secure the due and punctual payment and performance of the obligations and
covenants of Borrower under the Note, Pledgor has agreed to pledge and assign to
Net Master all of Pledgor's right, title, and interest in and to the Shares
together with the other collateral hereinafter described (collectively, the
"Stock").

NOW, THEREFORE, for and in consideration of the premises, the direct benefits to
be realized by Pledgor from the Loan, the mutual covenants set forth below, and
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Pledgor covenants and agrees with Net Master as follows:



STATEMENT OF TERMS:



1.    
 Warranty.  Pledgor warrants to Net Master that (a) Pledgor
owns the Stock free and clear of all liens, charges, and encumbrances, (b) the
Stock is duly issued, fully paid, and non-assessable, that Pledgor has the
unencumbered and unrestricted right to pledge the Stock, (c) no consent or
approval of any governmental or regulatory authority, or of any securities
exchange, which has not been obtained was or is necessary to the validity of
this pledge, and (d) the pledge of the Stock pursuant to the terms of this
agreement is valid and effective under Japanese law.



2.    
 Security Interest.  Pledgor grants, conveys, and pledges to
Net Master a security interest in and security title to all of its right, title,
and interest in and to the Stock, and has transferred to Net Master, all of its
right, title, and interest in and to, the Stock presently held by Pledgor,
including liquidation proceeds, as security for (a) all obligations of
Pledgor to Net Master hereunder; and (b) payment and performance of the
Note and all other payment obligations from Borrower or Pledgor to Net Master
whether now existing or hereafter incurred (collectively, the
"Obligations").  Pledgor has, on this date, delivered the certificates
representing the Shares to Lender's collateral agent (the "Collateral
Agent"), endorsed in blank by Pledgor,

---

including Pledgor's seal or chop.
Pledgor agrees that at any time and from time to time, at its expense, Pledgor
will promptly execute and deliver all further instruments and documents, and
take all further action that may be necessary, or that Net Master may reasonably
request, in order to perfect and protect the security interest granted hereby or
to enable Net Master to exercise and enforce its rights and remedies hereunder
with respect to all or any portion of the Stock.  Net Master and the Pledgor
agree that the stock certificates will be held by the Collateral Agent in escrow
until the Obligations are paid in full or deemed paid in full.



3.    
 Additional Shares.  In the event that, during the term of this
Agreement:



(a)     any stock dividend, stock
split, reclassification, readjustment, or other change is declared or made in
the capital structure of Borrower, all new, substituted, and additional shares,
or other securities, issued by reason of any such change and received by Pledgor
or to which Pledgor may be entitled will be immediately transferred to the
Collateral Agent by delivery, duly endorsed in blank by Pledgor including
Pledgor's seal or chop, and will thereupon constitute Stock under the terms of
this Agreement; and



(b)     subscriptions, warrants, or
any other rights or options are issued in connection with the Stock, all new
stock or other securities acquired through such subscriptions, warrants, rights,
or options by Pledgor will be immediately transferred by delivery to the
Collateral Agent and will thereupon constitute Stock under the terms of this
Agreement.



4.    
 Default.  Upon
the occurrence of a default under the Note or a default by Pledgor under this
Agreement or of the Obligations, Net Master will have the right to (i) instruct
the Collateral Agent to transfer all or any portion of the Stock into the name
of Net Master in which case Net Master will be deemed to have received the
Current Value Price (as defined below) for the Stock, or (ii) subject to
applicable securities law, transfer, sell, or otherwise dispose of the Stock at
a public or private sale or make other commercially reasonable disposition of
the Stock or any portion thereof after five (5) days notice to Pledgor.  The
Current Value Price or proceeds of the public or private sale or other
disposition, as applicable, will be applied to the costs incurred in connection
with the sale, and to the Obligations, in such order as Net Master may
determine, and any remaining proceeds will be returned to Pledgor.  In the event
the Current Value Price of any portion of the Stock transferred into the name of
Net Master or the proceeds of the sale or other disposition of the Stock, if
any, are insufficient to pay such expenses, interest, principal of the
Obligations, and damages, Pledgor will remain liable to Net Master under the
Note for any such deficiency.  For purposes of this Agreement, Current
Value Price is (i) if the Shares are trading, the average per share closing bid
price on the Shares over the two week period immediately preceding the date of
which the default occurred, or (ii) if the Shares are not trading, the per share
value as of the date the default occurred as such value as determined by an
independent accounting firm selected by Net Master or by the Board of Directors
of Net Master.



5.    
 Additional Rights of
Secured Party.  In addition to its rights and privileges under this
Agreement, Net Master will have all the rights, powers, and privileges of
secured parties under applicable law.  All rights of Net Master are cumulative
and not exclusive.

---

6.    
 Pledgor's Obligations
Absolute.  The obligations of Pledgor under this Agreement are direct
and immediate and not conditional or contingent upon the pursuit of any remedies
against any other person, nor against other security or liens or encumbrances
available to Net Master or any of its successors, assigns, or agents.



7.    
 Voting Rights.



(a)     So long as a default by
Pledgor has not occurred under the Loan Agreement or under this Agreement,
Pledgor will be entitled to exercise all voting rights and all other rights of
the Stock.



(b)     Upon the occurrence of a
default by Pledgor under the Loan Agreement or under this Agreement, and during
the continuance thereof, and for so long as any of the Obligations remain
unpaid, (i) Net Master may, upon one (1) day prior written notice to Pledgor of
its intention to do so, exercise all voting rights and all other rights of the
Stock, but under no circumstances is Net Master obligated by the terms of this
Agreement to exercise such rights, and (ii) Pledgor hereby appoints Net Master
Pledgor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the
Stock in any manner Net Master deems advisable for or against all matters
submitted or which may be submitted to a vote of shareholders.  The power
of attorney granted hereby is coupled with an interest and is irrevocable for so
long as any of the Obligations remain unpaid.



(c)     For so long as Pledgor has
the right to vote the Stock, Pledgor covenants and agrees that it will not,
without the prior written consent of Net Master, vote or take any consensual
action with respect to the Stock which would constitute a breach of this
Agreement or a default under the Note.



8.    
 Termination.  This
Agreement, and the security interest hereunder granted to Net Master in the
Stock, will terminate on the date on which all of the Obligations have been
fully satisfied or upon the consummation of the transactions contemplated by
the Letter of Intent (as defined in the Loan Agreement).  Thereafter, Net Master
will deliver a termination of this Agreement to Pledgor, and will instruct the
Collateral Agent to return the certificates evidencing the Shares to Pledgor,
unless and except to the extent the Stock has been transferred to the name of
Net Master, liquidated or otherwise disposed of pursuant to this Agreement.



9.    
 Security Agreement.
This Agreement constitutes a security agreement under the applicable law of the
State of Delaware.



10.    
 General.



(a)     Time is of the essence of
this Agreement.  No waiver by Net Master of any power or right hereunder or
of any breach or default by Pledgor hereunder will be binding upon Net Master
unless in writing signed by Net Master.  No failure or delay by Net Master to
exercise any power or right hereunder or binding waiver of any default hereunder
will operate as a waiver of any other or further exercise of such power or any
other breach or default.  This Agreement, together with all documents
referred to herein, constitutes the entire agreement

---

between Pledgor and Net Master and may not be modified except
by a writing executed by Net Master and delivered by Net Master to Pledgor.



(b)     If any paragraph or part
hereof is for any reason held or adjudged to be invalid, illegal, or
unenforceable by any court of competent jurisdiction, such paragraph or part
thereof so adjudicated invalid, illegal, or unenforceable will be deemed
separate, distinct, and independent, and the remainder of this Agreement will
remain in full force and effect and will not be affected by such holding or
adjudication.

(c)     All representations and
warranties made and given herein by Pledgor will survive the execution and
delivery of this Agreement and will remain in full force and effect until such
time as this Agreement terminates as provided in Section 8 hereof.



(d)     Other than as expressly
provided in the Loan Agreement or by operation of law pursuant to the
transactions contemplated in the Letter of Intent (as defined in the Loan
Agreement), this Agreement may not be assigned by either party without the
consent of the other party.  Pledgor consents to the assignment of this
Agreement from Net Master to Elysio Capital Corp.  The rights and obligations
of the parties hereunder will inure to the benefit of and bind their respective
heirs, executors, administrators, legal representatives, successors, and
assigns.



(e)     Notwithstanding the place of
execution of this Agreement and the business locations of the parties, the
parties agree that this Agreement and the rights and obligations of the parties
hereunder will be construed and interpreted in accordance with the laws of the
State of Delaware, notwithstanding conflicts of laws principles. The parties
agree that any appropriate court located in Delaware will have non-exclusive
jurisdiction of any case or controversy arising under or in connection with this
Agreement and will be a proper forum in which to adjudicate such case or
controversy.  The parties expressly consent to personal jurisdiction and venue
in such courts.



(f)     All notices, requests,
demands or other communications provided for in this Agreement must be in
writing and delivered by registered airmail, return receipt requested or sent
by fax with electronic confirmation of receipt to the parties at the following
addresses:



If to Net Master:

---

with a copy to:

If to Pledgor:

Any notice, request, demand or other communication delivered or sent in the
foregoing manner will be deemed given or made (as the case may be) upon the
earliest of (i) the date it is actually received or (ii) the fifth business day
after the day on which it is properly dispatched for registered airmail
service.



(g)     Captions are for reference
only and in no way limit the terms of this Agreement.



(h)     All references herein to any
document, instrument, or agreement will be deemed to refer to such document,
instrument, or agreement as the same may be amended, modified, restated,
supplemented, or replaced from time to time.



EXECUTED:

|    | NET MASTER:                 
|--- | ----------------------------
|    |                             
|    | NET MASTER CONSULTANTS, INC.
|    |                             
|    |                             
|By: | /s/ Nora Coccaro            
|    |                             
|    | Nora Coccaro                
|    | President                   
|    |                             
|    |                             
|    | PLEDGOR:                    
|    |                             
|By: | /s/ Shinichiro Yamada       
|    |                             
|    | Shinichiro Yamada           
|    | President                   

---

STOCK PLEDGE AND SECURITY AGREEMENT



THIS STOCK PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made on
November 20, 2000, by KINIOKI ICHIOKA ("Pledgor"), in favor of NET
MASTER CONSULTANTS, INC., a Texas corporation ("Net Master").



BACKGROUND:



Net Master has extended a loan to Smart Card Technologies Co., Ltd., a Japanese
limited liability company ("Borrower"), in the maximum principal
amount of $2,500,000 (the "Loan") pursuant to the terms of a Loan
Agreement between Net Master and Borrower (the "Loan Agreement") and
as evidenced by a Promissory Note made by Borrower in favor of Lender (the
"Note").

Pledgor is the holder of 120 shares of common stock, par value 50,000 yen per
share, of Borrower represented by certificate numbers 100005 and 100006
(the "Shares") and is an officer, director and/or key personnel
of Borrower.  Pledgor acknowledges that he will be benefited by the Loan to
Borrower.

To secure the due and punctual payment and performance of the obligations and
covenants of Borrower under the Note, Pledgor has agreed to pledge and assign to
Net Master all of Pledgor's right, title, and interest in and to the Shares
together with the other collateral hereinafter described (collectively, the
"Stock").

NOW, THEREFORE, for and in consideration of the premises, the direct benefits to
be realized by Pledgor from the Loan, the mutual covenants set forth below, and
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Pledgor covenants and agrees with Net Master as follows:



STATEMENT OF TERMS:



1.    
 Warranty.  Pledgor warrants to Net Master that (a) Pledgor
owns the Stock free and clear of all liens, charges, and encumbrances, (b) the
Stock is duly issued, fully paid, and non-assessable, that Pledgor has the
unencumbered and unrestricted right to pledge the Stock, (c) no consent or
approval of any governmental or regulatory authority, or of any securities
exchange, which has not been obtained was or is necessary to the validity of
this pledge, and (d) the pledge of the Stock pursuant to the terms of this
agreement is valid and effective under Japanese law.



2.    
 Security Interest.  Pledgor grants, conveys, and pledges to
Net Master a security interest in and security title to all of its right, title,
and interest in and to the Stock, and has transferred to Net Master, all of its
right, title, and interest in and to, the Stock presently held by Pledgor,
including liquidation proceeds, as security for (a) all obligations of
Pledgor to Net Master hereunder; and (b) payment and performance of the
Note and all other payment obligations from Borrower or Pledgor to Net Master
whether now existing or hereafter incurred (collectively, the
"Obligations").  Pledgor has, on this date, delivered the certificates
representing the Shares to Lender's collateral agent (the "Collateral
Agent"), endorsed in blank by Pledgor,

---

including Pledgor's seal or chop.
Pledgor agrees that at any time and from time to time, at its expense, Pledgor
will promptly execute and deliver all further instruments and documents, and
take all further action that may be necessary, or that Net Master may reasonably
request, in order to perfect and protect the security interest granted hereby or
to enable Net Master to exercise and enforce its rights and remedies hereunder
with respect to all or any portion of the Stock.  Net Master and the Pledgor
agree that the stock certificates will be held by the Collateral Agent in escrow
until the Obligations are paid in full or deemed paid in full.



3.    
 Additional Shares.  In the event that, during the term of this
Agreement:



(a)     any stock dividend, stock
split, reclassification, readjustment, or other change is declared or made in
the capital structure of Borrower, all new, substituted, and additional shares,
or other securities, issued by reason of any such change and received by Pledgor
or to which Pledgor may be entitled will be immediately transferred to the
Collateral Agent by delivery, duly endorsed in blank by Pledgor including
Pledgor's seal or chop, and will thereupon constitute Stock under the terms of
this Agreement; and



(b)     subscriptions, warrants, or
any other rights or options are issued in connection with the Stock, all new
stock or other securities acquired through such subscriptions, warrants, rights,
or options by Pledgor will be immediately transferred by delivery to the
Collateral Agent and will thereupon constitute Stock under the terms of this
Agreement.



4.    
 Default.  Upon
the occurrence of a default under the Note or a default by Pledgor under this
Agreement or of the Obligations, Net Master will have the right to (i) instruct
the Collateral Agent to transfer all or any portion of the Stock into the name
of Net Master in which case Net Master will be deemed to have received the
Current Value Price (as defined below) for the Stock, or (ii) subject to
applicable securities law, transfer, sell, or otherwise dispose of the Stock at
a public or private sale or make other commercially reasonable disposition of
the Stock or any portion thereof after five (5) days notice to Pledgor.  The
Current Value Price or proceeds of the public or private sale or other
disposition, as applicable, will be applied to the costs incurred in connection
with the sale, and to the Obligations, in such order as Net Master may
determine, and any remaining proceeds will be returned to Pledgor.  In the event
the Current Value Price of any portion of the Stock transferred into the name of
Net Master or the proceeds of the sale or other disposition of the Stock, if
any, are insufficient to pay such expenses, interest, principal of the
Obligations, and damages, Pledgor will remain liable to Net Master under the
Note for any such deficiency.  For purposes of this Agreement, Current
Value Price is (i) if the Shares are trading, the average per share closing bid
price on the Shares over the two week period immediately preceding the date of
which the default occurred, or (ii) if the Shares are not trading, the per share
value as of the date the default occurred as such value as determined by an
independent accounting firm selected by Net Master or by the Board of Directors
of Net Master.



5.    
 Additional Rights of
Secured Party.  In addition to its rights and privileges under this
Agreement, Net Master will have all the rights, powers, and privileges of
secured parties under applicable law.  All rights of Net Master are cumulative
and not exclusive.

---

6.    
 Pledgor's Obligations
Absolute.  The obligations of Pledgor under this Agreement are direct
and immediate and not conditional or contingent upon the pursuit of any remedies
against any other person, nor against other security or liens or encumbrances
available to Net Master or any of its successors, assigns, or agents.



7.    
 Voting Rights.



(a)     So long as a default by
Pledgor has not occurred under the Loan Agreement or under this Agreement,
Pledgor will be entitled to exercise all voting rights and all other rights of
the Stock.



(b)     Upon the occurrence of a
default by Pledgor under the Loan Agreement or under this Agreement, and during
the continuance thereof, and for so long as any of the Obligations remain
unpaid, (i) Net Master may, upon one (1) day prior written notice to Pledgor of
its intention to do so, exercise all voting rights and all other rights of the
Stock, but under no circumstances is Net Master obligated by the terms of this
Agreement to exercise such rights, and (ii) Pledgor hereby appoints Net Master
Pledgor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the
Stock in any manner Net Master deems advisable for or against all matters
submitted or which may be submitted to a vote of shareholders.  The power
of attorney granted hereby is coupled with an interest and is irrevocable for so
long as any of the Obligations remain unpaid.



(c)     For so long as Pledgor has
the right to vote the Stock, Pledgor covenants and agrees that it will not,
without the prior written consent of Net Master, vote or take any consensual
action with respect to the Stock which would constitute a breach of this
Agreement or a default under the Note.



8.    
 Termination.  This
Agreement, and the security interest hereunder granted to Net Master in the
Stock, will terminate on the date on which all of the Obligations have been
fully satisfied or upon the consummation of the transactions contemplated by
the Letter of Intent (as defined in the Loan Agreement).  Thereafter, Net Master
will deliver a termination of this Agreement to Pledgor, and will instruct the
Collateral Agent to return the certificates evidencing the Shares to Pledgor,
unless and except to the extent the Stock has been transferred to the name of
Net Master, liquidated or otherwise disposed of pursuant to this Agreement.



9.    
 Security Agreement.
This Agreement constitutes a security agreement under the applicable law of the
State of Delaware.



10.    
 General.



(a)     Time is of the essence of
this Agreement.  No waiver by Net Master of any power or right hereunder or
of any breach or default by Pledgor hereunder will be binding upon Net Master
unless in writing signed by Net Master.  No failure or delay by Net Master to
exercise any power or right hereunder or binding waiver of any default hereunder
will operate as a waiver of any other or further exercise of such power or any
other breach or default.  This Agreement, together with all documents
referred to herein, constitutes the entire agreement

---

between Pledgor and Net Master and may not be modified except
by a writing executed by Net Master and delivered by Net Master to Pledgor.



(b)     If any paragraph or part
hereof is for any reason held or adjudged to be invalid, illegal, or
unenforceable by any court of competent jurisdiction, such paragraph or part
thereof so adjudicated invalid, illegal, or unenforceable will be deemed
separate, distinct, and independent, and the remainder of this Agreement will
remain in full force and effect and will not be affected by such holding or
adjudication.

(c)     All representations and
warranties made and given herein by Pledgor will survive the execution and
delivery of this Agreement and will remain in full force and effect until such
time as this Agreement terminates as provided in Section 8 hereof.



(d)     Other than as expressly
provided in the Loan Agreement or by operation of law pursuant to the
transactions contemplated in the Letter of Intent (as defined in the Loan
Agreement), this Agreement may not be assigned by either party without the
consent of the other party.  Pledgor consents to the assignment of this
Agreement from Net Master to Elysio Capital Corp.  The rights and obligations
of the parties hereunder will inure to the benefit of and bind their respective
heirs, executors, administrators, legal representatives, successors, and
assigns.



(e)     Notwithstanding the place of
execution of this Agreement and the business locations of the parties, the
parties agree that this Agreement and the rights and obligations of the parties
hereunder will be construed and interpreted in accordance with the laws of the
State of Delaware, notwithstanding conflicts of laws principles. The parties
agree that any appropriate court located in Delaware will have non-exclusive
jurisdiction of any case or controversy arising under or in connection with this
Agreement and will be a proper forum in which to adjudicate such case or
controversy.  The parties expressly consent to personal jurisdiction and venue
in such courts.



(f)     All notices, requests,
demands or other communications provided for in this Agreement must be in
writing and delivered by registered airmail, return receipt requested or sent
by fax with electronic confirmation of receipt to the parties at the following
addresses:



If to Net Master:

---

with a copy to:

If to Pledgor:

Any notice, request, demand or other communication delivered or sent in the
foregoing manner will be deemed given or made (as the case may be) upon the
earliest of (i) the date it is actually received or (ii) the fifth business day
after the day on which it is properly dispatched for registered airmail
service.



(g)     Captions are for reference
only and in no way limit the terms of this Agreement.



(h)     All references herein to any
document, instrument, or agreement will be deemed to refer to such document,
instrument, or agreement as the same may be amended, modified, restated,
supplemented, or replaced from time to time.



EXECUTED:

|    | NET MASTER:                 
|--- | ----------------------------
|    |                             
|    | NET MASTER CONSULTANTS, INC.
|    |                             
|    |                             
|By: | /s/ Nora Coccaro            
|    |                             
|    | Nora Coccaro                
|    | President                   
|    |                             
|    |                             
|    | PLEDGOR:                    
|    |                             
|By: | /s/ Kinioki Ichioka         
|    |                             
|    | Kinioki Ichioka             
|    | President                   

---

STOCK PLEDGE AND SECURITY AGREEMENT



THIS STOCK PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made on
November 20, 2000, by REXTON K.K. ("Pledgor"), in favor of NET
MASTER CONSULTANTS, INC., a Texas corporation ("Net Master").



BACKGROUND:



Net Master has extended a loan to Smart Card Technologies Co., Ltd., a Japanese
limited liability company ("Borrower"), in the maximum principal
amount of $2,500,000 (the "Loan") pursuant to the terms of a Loan
Agreement between Net Master and Borrower (the "Loan Agreement") and
as evidenced by a Promissory Note made by Borrower in favor of Lender (the
"Note").

Pledgor is the holder of 120 shares of common stock, par value 50,000 yen per
share, of Borrower represented by certificate numbers 500001 and 500004 to
500013 (the "Shares") and is an officer, director and/or key personnel
of Borrower.  Pledgor acknowledges that he will be benefited by the Loan to
Borrower.

To secure the due and punctual payment and performance of the obligations and
covenants of Borrower under the Note, Pledgor has agreed to pledge and assign to
Net Master all of Pledgor's right, title, and interest in and to the Shares
together with the other collateral hereinafter described (collectively, the
"Stock").

NOW, THEREFORE, for and in consideration of the premises, the direct benefits to
be realized by Pledgor from the Loan, the mutual covenants set forth below, and
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Pledgor covenants and agrees with Net Master as follows:



STATEMENT OF TERMS:



1.    
 Warranty.  Pledgor warrants to Net Master that (a) Pledgor
owns the Stock free and clear of all liens, charges, and encumbrances, (b) the
Stock is duly issued, fully paid, and non-assessable, that Pledgor has the
unencumbered and unrestricted right to pledge the Stock, (c) no consent or
approval of any governmental or regulatory authority, or of any securities
exchange, which has not been obtained was or is necessary to the validity of
this pledge, and (d) the pledge of the Stock pursuant to the terms of this
agreement is valid and effective under Japanese law.



2.    
 Security Interest.  Pledgor grants, conveys, and pledges to
Net Master a security interest in and security title to all of its right, title,
and interest in and to the Stock, and has transferred to Net Master, all of its
right, title, and interest in and to, the Stock presently held by Pledgor,
including liquidation proceeds, as security for (a) all obligations of
Pledgor to Net Master hereunder; and (b) payment and performance of the
Note and all other payment obligations from Borrower or Pledgor to Net Master
whether now existing or hereafter incurred (collectively, the
"Obligations").  Pledgor has, on this date, delivered the certificates
representing the Shares to Lender's collateral agent (the "Collateral
Agent"), endorsed in blank by Pledgor,

---

including Pledgor's seal or chop.
Pledgor agrees that at any time and from time to time, at its expense, Pledgor
will promptly execute and deliver all further instruments and documents, and
take all further action that may be necessary, or that Net Master may reasonably
request, in order to perfect and protect the security interest granted hereby or
to enable Net Master to exercise and enforce its rights and remedies hereunder
with respect to all or any portion of the Stock.  Net Master and the Pledgor
agree that the stock certificates will be held by the Collateral Agent in escrow
until the Obligations are paid in full or deemed paid in full.



3.    
 Additional Shares.  In the event that, during the term of this
Agreement:



(a)     any stock dividend, stock
split, reclassification, readjustment, or other change is declared or made in
the capital structure of Borrower, all new, substituted, and additional shares,
or other securities, issued by reason of any such change and received by Pledgor
or to which Pledgor may be entitled will be immediately transferred to the
Collateral Agent by delivery, duly endorsed in blank by Pledgor including
Pledgor's seal or chop, and will thereupon constitute Stock under the terms of
this Agreement; and



(b)     subscriptions, warrants, or
any other rights or options are issued in connection with the Stock, all new
stock or other securities acquired through such subscriptions, warrants, rights,
or options by Pledgor will be immediately transferred by delivery to the
Collateral Agent and will thereupon constitute Stock under the terms of this
Agreement.



4.    
 Default.  Upon
the occurrence of a default under the Note or a default by Pledgor under this
Agreement or of the Obligations, Net Master will have the right to (i) instruct
the Collateral Agent to transfer all or any portion of the Stock into the name
of Net Master in which case Net Master will be deemed to have received the
Current Value Price (as defined below) for the Stock, or (ii) subject to
applicable securities law, transfer, sell, or otherwise dispose of the Stock at
a public or private sale or make other commercially reasonable disposition of
the Stock or any portion thereof after five (5) days notice to Pledgor.  The
Current Value Price or proceeds of the public or private sale or other
disposition, as applicable, will be applied to the costs incurred in connection
with the sale, and to the Obligations, in such order as Net Master may
determine, and any remaining proceeds will be returned to Pledgor.  In the event
the Current Value Price of any portion of the Stock transferred into the name of
Net Master or the proceeds of the sale or other disposition of the Stock, if
any, are insufficient to pay such expenses, interest, principal of the
Obligations, and damages, Pledgor will remain liable to Net Master under the
Note for any such deficiency.  For purposes of this Agreement, Current
Value Price is (i) if the Shares are trading, the average per share closing bid
price on the Shares over the two week period immediately preceding the date of
which the default occurred, or (ii) if the Shares are not trading, the per share
value as of the date the default occurred as such value as determined by an
independent accounting firm selected by Net Master or by the Board of Directors
of Net Master.



5.    
 Additional Rights of
Secured Party.  In addition to its rights and privileges under this
Agreement, Net Master will have all the rights, powers, and privileges of
secured parties under applicable law.  All rights of Net Master are cumulative
and not exclusive.

---

6.    
 Pledgor's Obligations
Absolute.  The obligations of Pledgor under this Agreement are direct
and immediate and not conditional or contingent upon the pursuit of any remedies
against any other person, nor against other security or liens or encumbrances
available to Net Master or any of its successors, assigns, or agents.



7.    
 Voting Rights.



(a)     So long as a default by
Pledgor has not occurred under the Loan Agreement or under this Agreement,
Pledgor will be entitled to exercise all voting rights and all other rights of
the Stock.



(b)     Upon the occurrence of a
default by Pledgor under the Loan Agreement or under this Agreement, and during
the continuance thereof, and for so long as any of the Obligations remain
unpaid, (i) Net Master may, upon one (1) day prior written notice to Pledgor of
its intention to do so, exercise all voting rights and all other rights of the
Stock, but under no circumstances is Net Master obligated by the terms of this
Agreement to exercise such rights, and (ii) Pledgor hereby appoints Net Master
Pledgor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the
Stock in any manner Net Master deems advisable for or against all matters
submitted or which may be submitted to a vote of shareholders.  The power
of attorney granted hereby is coupled with an interest and is irrevocable for so
long as any of the Obligations remain unpaid.



(c)     For so long as Pledgor has
the right to vote the Stock, Pledgor covenants and agrees that it will not,
without the prior written consent of Net Master, vote or take any consensual
action with respect to the Stock which would constitute a breach of this
Agreement or a default under the Note.



8.    
 Termination.  This
Agreement, and the security interest hereunder granted to Net Master in the
Stock, will terminate on the date on which all of the Obligations have been
fully satisfied or upon the consummation of the transactions contemplated by
the Letter of Intent (as defined in the Loan Agreement).  Thereafter, Net Master
will deliver a termination of this Agreement to Pledgor, and will instruct the
Collateral Agent to return the certificates evidencing the Shares to Pledgor,
unless and except to the extent the Stock has been transferred to the name of
Net Master, liquidated or otherwise disposed of pursuant to this Agreement.



9.    
 Security Agreement.
This Agreement constitutes a security agreement under the applicable law of the
State of Delaware.



10.    
 General.



(a)     Time is of the essence of
this Agreement.  No waiver by Net Master of any power or right hereunder or
of any breach or default by Pledgor hereunder will be binding upon Net Master
unless in writing signed by Net Master.  No failure or delay by Net Master to
exercise any power or right hereunder or binding waiver of any default hereunder
will operate as a waiver of any other or further exercise of such power or any
other breach or default.  This Agreement, together with all documents
referred to herein, constitutes the entire agreement

---

between Pledgor and Net Master and may not be modified except
by a writing executed by Net Master and delivered by Net Master to Pledgor.



(b)     If any paragraph or part
hereof is for any reason held or adjudged to be invalid, illegal, or
unenforceable by any court of competent jurisdiction, such paragraph or part
thereof so adjudicated invalid, illegal, or unenforceable will be deemed
separate, distinct, and independent, and the remainder of this Agreement will
remain in full force and effect and will not be affected by such holding or
adjudication.

(c)     All representations and
warranties made and given herein by Pledgor will survive the execution and
delivery of this Agreement and will remain in full force and effect until such
time as this Agreement terminates as provided in Section 8 hereof.



(d)     Other than as expressly
provided in the Loan Agreement or by operation of law pursuant to the
transactions contemplated in the Letter of Intent (as defined in the Loan
Agreement), this Agreement may not be assigned by either party without the
consent of the other party.  Pledgor consents to the assignment of this
Agreement from Net Master to Elysio Capital Corp.  The rights and obligations
of the parties hereunder will inure to the benefit of and bind their respective
heirs, executors, administrators, legal representatives, successors, and
assigns.



(e)     Notwithstanding the place of
execution of this Agreement and the business locations of the parties, the
parties agree that this Agreement and the rights and obligations of the parties
hereunder will be construed and interpreted in accordance with the laws of the
State of Delaware, notwithstanding conflicts of laws principles. The parties
agree that any appropriate court located in Delaware will have non-exclusive
jurisdiction of any case or controversy arising under or in connection with this
Agreement and will be a proper forum in which to adjudicate such case or
controversy.  The parties expressly consent to personal jurisdiction and venue
in such courts.



(f)     All notices, requests,
demands or other communications provided for in this Agreement must be in
writing and delivered by registered airmail, return receipt requested or sent
by fax with electronic confirmation of receipt to the parties at the following
addresses:



If to Net Master:

---

with a copy to:

If to Pledgor:

Any notice, request, demand or other communication delivered or sent in the
foregoing manner will be deemed given or made (as the case may be) upon the
earliest of (i) the date it is actually received or (ii) the fifth business day
after the day on which it is properly dispatched for registered airmail
service.



(g)     Captions are for reference
only and in no way limit the terms of this Agreement.



(h)     All references herein to any
document, instrument, or agreement will be deemed to refer to such document,
instrument, or agreement as the same may be amended, modified, restated,
supplemented, or replaced from time to time.



EXECUTED:

|    | NET MASTER:                 
|--- | ----------------------------
|    |                             
|    | NET MASTER CONSULTANTS, INC.
|    |                             
|    |                             
|By: | /s/ Nora Coccaro            
|    |                             
|    | Nora Coccaro                
|    | President                   
|    |                             
|    |                             
|    | PLEDGOR:                    
|    |                             
|By: | /s/ Rexton K.K.             
|    |                             
|    | Rexton K.K.                 
|    | President                   

---

STOCK PLEDGE AND SECURITY AGREEMENT



THIS STOCK PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made on
November 20, 2000, by K.K. FEC ("Pledgor"), in favor of NET
MASTER CONSULTANTS, INC., a Texas corporation ("Net Master").



BACKGROUND:



Net Master has extended a loan to Smart Card Technologies Co., Ltd., a Japanese
limited liability company ("Borrower"), in the maximum principal
amount of $2,500,000 (the "Loan") pursuant to the terms of a Loan
Agreement between Net Master and Borrower (the "Loan Agreement") and
as evidenced by a Promissory Note made by Borrower in favor of Lender (the
"Note").

Pledgor is the holder of 120 shares of common stock, par value 50,000 yen per
share, of Borrower represented by certificate number 500003
(the "Shares") and is an officer, director and/or key personnel
of Borrower.  Pledgor acknowledges that he will be benefited by the Loan to
Borrower.

To secure the due and punctual payment and performance of the obligations and
covenants of Borrower under the Note, Pledgor has agreed to pledge and assign to
Net Master all of Pledgor's right, title, and interest in and to the Shares
together with the other collateral hereinafter described (collectively, the
"Stock").

NOW, THEREFORE, for and in consideration of the premises, the direct benefits to
be realized by Pledgor from the Loan, the mutual covenants set forth below, and
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Pledgor covenants and agrees with Net Master as follows:



STATEMENT OF TERMS:



1.    
 Warranty.  Pledgor warrants to Net Master that (a) Pledgor
owns the Stock free and clear of all liens, charges, and encumbrances, (b) the
Stock is duly issued, fully paid, and non-assessable, that Pledgor has the
unencumbered and unrestricted right to pledge the Stock, (c) no consent or
approval of any governmental or regulatory authority, or of any securities
exchange, which has not been obtained was or is necessary to the validity of
this pledge, and (d) the pledge of the Stock pursuant to the terms of this
agreement is valid and effective under Japanese law.



2.    
 Security Interest.  Pledgor grants, conveys, and pledges to
Net Master a security interest in and security title to all of its right, title,
and interest in and to the Stock, and has transferred to Net Master, all of its
right, title, and interest in and to, the Stock presently held by Pledgor,
including liquidation proceeds, as security for (a) all obligations of
Pledgor to Net Master hereunder; and (b) payment and performance of the
Note and all other payment obligations from Borrower or Pledgor to Net Master
whether now existing or hereafter incurred (collectively, the
"Obligations").  Pledgor has, on this date, delivered the certificates
representing the Shares to Lender's collateral agent (the "Collateral
Agent"), endorsed in blank by Pledgor,

---

including Pledgor's seal or chop.
Pledgor agrees that at any time and from time to time, at its expense, Pledgor
will promptly execute and deliver all further instruments and documents, and
take all further action that may be necessary, or that Net Master may reasonably
request, in order to perfect and protect the security interest granted hereby or
to enable Net Master to exercise and enforce its rights and remedies hereunder
with respect to all or any portion of the Stock.  Net Master and the Pledgor
agree that the stock certificates will be held by the Collateral Agent in escrow
until the Obligations are paid in full or deemed paid in full.



3.    
 Additional Shares.  In the event that, during the term of this
Agreement:



(a)     any stock dividend, stock
split, reclassification, readjustment, or other change is declared or made in
the capital structure of Borrower, all new, substituted, and additional shares,
or other securities, issued by reason of any such change and received by Pledgor
or to which Pledgor may be entitled will be immediately transferred to the
Collateral Agent by delivery, duly endorsed in blank by Pledgor including
Pledgor's seal or chop, and will thereupon constitute Stock under the terms of
this Agreement; and



(b)     subscriptions, warrants, or
any other rights or options are issued in connection with the Stock, all new
stock or other securities acquired through such subscriptions, warrants, rights,
or options by Pledgor will be immediately transferred by delivery to the
Collateral Agent and will thereupon constitute Stock under the terms of this
Agreement.



4.    
 Default.  Upon
the occurrence of a default under the Note or a default by Pledgor under this
Agreement or of the Obligations, Net Master will have the right to (i) instruct
the Collateral Agent to transfer all or any portion of the Stock into the name
of Net Master in which case Net Master will be deemed to have received the
Current Value Price (as defined below) for the Stock, or (ii) subject to
applicable securities law, transfer, sell, or otherwise dispose of the Stock at
a public or private sale or make other commercially reasonable disposition of
the Stock or any portion thereof after five (5) days notice to Pledgor.  The
Current Value Price or proceeds of the public or private sale or other
disposition, as applicable, will be applied to the costs incurred in connection
with the sale, and to the Obligations, in such order as Net Master may
determine, and any remaining proceeds will be returned to Pledgor.  In the event
the Current Value Price of any portion of the Stock transferred into the name of
Net Master or the proceeds of the sale or other disposition of the Stock, if
any, are insufficient to pay such expenses, interest, principal of the
Obligations, and damages, Pledgor will remain liable to Net Master under the
Note for any such deficiency.  For purposes of this Agreement, Current
Value Price is (i) if the Shares are trading, the average per share closing bid
price on the Shares over the two week period immediately preceding the date of
which the default occurred, or (ii) if the Shares are not trading, the per share
value as of the date the default occurred as such value as determined by an
independent accounting firm selected by Net Master or by the Board of Directors
of Net Master.



5.    
 Additional Rights of
Secured Party.  In addition to its rights and privileges under this
Agreement, Net Master will have all the rights, powers, and privileges of
secured parties under applicable law.  All rights of Net Master are cumulative
and not exclusive.

---

6.    
 Pledgor's Obligations
Absolute.  The obligations of Pledgor under this Agreement are direct
and immediate and not conditional or contingent upon the pursuit of any remedies
against any other person, nor against other security or liens or encumbrances
available to Net Master or any of its successors, assigns, or agents.



7.    
 Voting Rights.



(a)     So long as a default by
Pledgor has not occurred under the Loan Agreement or under this Agreement,
Pledgor will be entitled to exercise all voting rights and all other rights of
the Stock.



(b)     Upon the occurrence of a
default by Pledgor under the Loan Agreement or under this Agreement, and during
the continuance thereof, and for so long as any of the Obligations remain
unpaid, (i) Net Master may, upon one (1) day prior written notice to Pledgor of
its intention to do so, exercise all voting rights and all other rights of the
Stock, but under no circumstances is Net Master obligated by the terms of this
Agreement to exercise such rights, and (ii) Pledgor hereby appoints Net Master
Pledgor's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the
Stock in any manner Net Master deems advisable for or against all matters
submitted or which may be submitted to a vote of shareholders.  The power
of attorney granted hereby is coupled with an interest and is irrevocable for so
long as any of the Obligations remain unpaid.



(c)     For so long as Pledgor has
the right to vote the Stock, Pledgor covenants and agrees that it will not,
without the prior written consent of Net Master, vote or take any consensual
action with respect to the Stock which would constitute a breach of this
Agreement or a default under the Note.



8.    
 Termination.  This
Agreement, and the security interest hereunder granted to Net Master in the
Stock, will terminate on the date on which all of the Obligations have been
fully satisfied or upon the consummation of the transactions contemplated by
the Letter of Intent (as defined in the Loan Agreement).  Thereafter, Net Master
will deliver a termination of this Agreement to Pledgor, and will instruct the
Collateral Agent to return the certificates evidencing the Shares to Pledgor,
unless and except to the extent the Stock has been transferred to the name of
Net Master, liquidated or otherwise disposed of pursuant to this Agreement.



9.    
 Security Agreement.
This Agreement constitutes a security agreement under the applicable law of the
State of Delaware.



10.    
 General.



(a)     Time is of the essence of
this Agreement.  No waiver by Net Master of any power or right hereunder or
of any breach or default by Pledgor hereunder will be binding upon Net Master
unless in writing signed by Net Master.  No failure or delay by Net Master to
exercise any power or right hereunder or binding waiver of any default hereunder
will operate as a waiver of any other or further exercise of such power or any
other breach or default.  This Agreement, together with all documents
referred to herein, constitutes the entire agreement

---

between Pledgor and Net Master and may not be modified except
by a writing executed by Net Master and delivered by Net Master to Pledgor.



(b)     If any paragraph or part
hereof is for any reason held or adjudged to be invalid, illegal, or
unenforceable by any court of competent jurisdiction, such paragraph or part
thereof so adjudicated invalid, illegal, or unenforceable will be deemed
separate, distinct, and independent, and the remainder of this Agreement will
remain in full force and effect and will not be affected by such holding or
adjudication.

(c)     All representations and
warranties made and given herein by Pledgor will survive the execution and
delivery of this Agreement and will remain in full force and effect until such
time as this Agreement terminates as provided in Section 8 hereof.



(d)     Other than as expressly
provided in the Loan Agreement or by operation of law pursuant to the
transactions contemplated in the Letter of Intent (as defined in the Loan
Agreement), this Agreement may not be assigned by either party without the
consent of the other party.  Pledgor consents to the assignment of this
Agreement from Net Master to Elysio Capital Corp.  The rights and obligations
of the parties hereunder will inure to the benefit of and bind their respective
heirs, executors, administrators, legal representatives, successors, and
assigns.



(e)     Notwithstanding the place of
execution of this Agreement and the business locations of the parties, the
parties agree that this Agreement and the rights and obligations of the parties
hereunder will be construed and interpreted in accordance with the laws of the
State of Delaware, notwithstanding conflicts of laws principles. The parties
agree that any appropriate court located in Delaware will have non-exclusive
jurisdiction of any case or controversy arising under or in connection with this
Agreement and will be a proper forum in which to adjudicate such case or
controversy.  The parties expressly consent to personal jurisdiction and venue
in such courts.



(f)     All notices, requests,
demands or other communications provided for in this Agreement must be in
writing and delivered by registered airmail, return receipt requested or sent
by fax with electronic confirmation of receipt to the parties at the following
addresses:



If to Net Master:

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with a copy to:

If to Pledgor:

Any notice, request, demand or other communication delivered or sent in the
foregoing manner will be deemed given or made (as the case may be) upon the
earliest of (i) the date it is actually received or (ii) the fifth business day
after the day on which it is properly dispatched for registered airmail
service.



(g)     Captions are for reference
only and in no way limit the terms of this Agreement.



(h)     All references herein to any
document, instrument, or agreement will be deemed to refer to such document,
instrument, or agreement as the same may be amended, modified, restated,
supplemented, or replaced from time to time.



EXECUTED:

|    | NET MASTER:                 
|--- | ----------------------------
|    |                             
|    | NET MASTER CONSULTANTS, INC.
|    |                             
|    |                             
|By: | /s/ Nora Coccaro            
|    |                             
|    | Nora Coccaro                
|    | President                   
|    |                             
|    |                             
|    | PLEDGOR:                    
|    |                             
|By: | /s/ K.K. FEC                
|    |                             
|    | K.K. FEC                    
|    | President