Exhibit 10.19


                         ACCOMMODATION PLEDGE AGREEMENT


     THIS  ACCOMMODATION  PLEDGE  AGREEMENT  (this  "Agreement") is entered into
effective  the  ___  day of  _______________,  2001,  by and  among  SMART  CHIP
TECHNOLOGIES,  LLC, a Nevada limited  liability company  ("Pledgor"),  and those
certain  holders of up to  $1,500,000 in aggregate  principal  amount of Limited
Recourse  Convertible  Promissory Notes (the "Notes"),  as more particularly set
forth on Appendix A hereto (collectively, the "Secured Parties").

                                   WITNESSETH:

     WHEREAS,  Pledgor  has entered  into that  certain  Technology  License and
Membership  Purchase  Agreement of even date herewith  pursuant to which Pledgor
has obtained rights as licensee to certain  intellectual  properties and related
tangible and intangible  property from SCHIMATIC Cash Transactions  Network.com,
Inc.  ("Schimatic")  in  consideration  of the  issuance of units of  membership
interest in Pledgor and certain other  covenants and  agreements,  including the
covenant  to  grant  the  security  interest  evidenced  by  this  Agreement  as
additional  security  for the full and timely  performance  by  Schimatic of its
obligations under the Notes;

     WHEREAS,  Pledgor  has entered  into that  certain  Technology  License and
Membership  Purchase  Agreement of even date herewith  pursuant to which Pledgor
has obtained rights as licensee to certain  intellectual  properties and related
tangible and  intangible  property  from IC One,  Inc. in  consideration  of the
issuance of units of membership  interest in Pledgor and certain other covenants
and agreements; and

     WHEREAS, Pledgor wishes to secure the payment of the indebtedness evidenced
by the Notes and any promissory note taken in renewal,  exchange or substitution
thereof or therefor, including interest on all of the foregoing and all costs of
collecting  the same,  and  Pledgor's  obligations  and  liabilities  under this
Agreement (together with the Notes and this Agreement,  the "Documents") however
created, arising or evidenced, whether direct or indirect, primary or secondary,
absolute or contingent,  joint or several, or now or hereafter existing,  or due
or to  become  due (all of the  obligations  and  liabilities  described  in the
preceding clauses being herein collectively called the "Liabilities");

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and of the direct and indirect benefits to be
received by Pledgor as a result of the foregoing, the parties hereto agree as
follows:

     1. Grant of  Security  Interest.  As  collateral  security  for the due and
punctual  performance and payment of all the Liabilities,  Pledgor hereby grants
to Secured Parties a continuing security interest in all of Pledgor's "Available
Cash,"  which for  purposes  hereof shall mean all cash funds of Pledgor on hand
from time to time (excluding cash funds obtained as contributions to the capital
of  Pledgor  by its  members,  loans to  Pledgor,  net  proceeds  from  "Capital
Transactions"  (as defined  below),  and cash funds  obtained from  "Terminating
Transactions"  (as defined  below"),  after payment of all operating and general
and administrative expenses of Pledgor, provision for payment of all outstanding
and unpaid current  obligations  (including  interest payments) of Pledgor as of
such time, and provision for an adequate  working  capital reserve as determined
by Pledgor's managers to be reasonably  necessary for operations of the business
of Pledgor and Capital  Transactions  expected in the foreseeable future, all as

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Pledgor's  managers may from time to time determine in accordance with Pledgor's
operating   agreement  (the   "Collateral").   For  purposes  hereof,   "Capital
Transaction"  shall mean a  transaction  (a) pursuant to which  Pledgor  borrows
funds, (b) pursuant to which part of the assets of Pledgor are sold,  condemned,
exchanged,  abandoned  or otherwise  disposed of, (c) pursuant to which  Pledgor
purchases or otherwise acquires assets, (d) pursuant to which insurance proceeds
or other  damages  are  recovered  by Pledgor  in respect of a capital  asset of
Pledgor (and not for such items as business  interruption or similar items),  or
(e) that,  in accordance  with  generally  accepted  accounting  principles,  is
otherwise considered capital in nature.  "Terminating  Transaction" shall mean a
sale,  condemnation,  exchange  or other  disposition,  whether by  foreclosure,
abandonment  or otherwise,  of all or  substantially  all of the  then-remaining
assets of  Pledgor  that is entered  into in  connection  with the  dissolution,
termination  and winding-up of Pledgor or that will result in the dissolution of
Pledgor.

     2.  Representations  and Warranties of Pledgor. As an inducement to Secured
Parties  to  enter  into  this  Agreement  and to  consummate  the  transactions
contemplated  hereby,  Pledgor  represents,  covenants  and  warrants to Secured
Parties and agrees as follows:

          (a) Pledgor is a limited  liability  company duly  organized,  validly
     existing  and in good  standing  under the laws of Nevada and has the power
     and is duly  authorized,  qualified,  franchised  and  licensed  under  all
     applicable laws,  regulations,  ordinances and orders of public authorities
     to own all its  properties  and assets and to carry on its  business in all
     material respects as it is now being conducted,  including qualification to
     do business as a foreign  corporation  in the states in which the character
     and  location  of the  assets  owned by it or the  nature  of the  business
     transacted by it requires  qualification,  except to the extent the failure
     to so qualify  would not  materially  and  adversely  affect the  business,
     operations, properties, assets or condition of Pledgor.

          (b) Pledgor  has taken all action  required  by law,  its  articles of
     organization,  its  operating  agreement,  or otherwise  to  authorize  the
     execution  and  delivery  of the  Documents  and  the  consummation  of the
     transactions herein  contemplated.  Pledgor has full power and authority to
     execute,  deliver and perform all of the  Documents.  This Agreement is the
     legal,  valid and binding  agreement  of Pledgor,  enforceable  between the
     parties in accordance  with its terms,  except as such  enforcement  may be
     limited by bankruptcy,  insolvency or other laws  affecting  enforcement of
     creditors'  rights  generally  and by general  principles  of  equity.  The
     execution and delivery of this Agreement does not and the  consummation  of
     the  transactions  contemplated  by this  Agreement in accordance  with the
     terms  hereof will not  violate  any  provision  of  Pledgor's  articles of
     organization or operating agreement or violate,  conflict with or result in
     a breach  of the  terms,  conditions  or  provisions  of, or  constitute  a
     default,  an Event of Default, or an event creating rights of acceleration,
     termination,  cancellation  or a loss of  rights  under,  or  result in the
     creation or  imposition of any  encumbrance  upon,  any of the  Collateral,
     under any other  material note,  instrument,  agreement,  mortgage,  lease,
     license,  franchise,  permit or other authorization,  right, restriction or
     obligation to which Pledgor or any of the Collateral is subject or by which
     Pledgor is bound.

          (c) Pledgor has made no other or prior pledges of the  Collateral.  No
     Uniform Commercial Code financing  statement covering any of the Collateral
     is on file in any public office other than the security interest created by
     this Agreement. All information with respect to the Collateral set forth in
     any  schedule,  certificate  or other  writing  at any time  heretofore  or
     hereafter  furnished by Pledgor to Secured  Parties,  and all other written

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     information  heretofore  or  hereafter  furnished  by  Pledgor  to  Secured
     Parties, are and will be true and correct as of the date furnished.

     3.  Certificates,  Schedules and Reports.  Within 20 business days, Pledgor
will deliver to Secured Parties such additional  schedules and such certificates
and reports with respect to all or any of the Collateral subject to the security
interest hereunder as Secured Parties may reasonably request. Any such schedule,
certificate or report shall be executed by a duly authorized  officer of Pledgor
and shall be in such form and detail as Secured Parties may specify.

     4.  Agreements of Pledgor.  Pledgor  covenants  and agrees that,  until the
satisfaction of all of its obligations under the terms of this Agreement and the
Documents, it will:

          (a) within 10 business days after request of Secured Parties,  execute
     and deliver to Secured  Parties  such  Uniform  Commercial  Code  financing
     statements and other documents (and pay the cost of filing or recording the
     same  or  this  Agreement  in  all  public  offices  deemed   necessary  or
     appropriate by Secured  Parties) and do such other acts and things,  all as
     Secured Parties may from time to time request,  to establish and maintain a
     valid,  perfected  security  interest  in  the  Collateral  to  secure  the
     performance and payment of the Liabilities;

          (b) within 20 business days after Secured Parties'  request  therefor,
     furnish  Secured  Parties  such  information  concerning  Pledgor  and  the
     Collateral as Secured Parties may from time to time reasonably request;

          (c) within 20 business days after Secured Parties'  request  therefor,
     permit  Secured  Parties and their  designees  to  inspect,  audit and make
     copies  of and  extracts  from all  records  and all  other  papers  in the
     possession  of  Pledgor  that  pertain  to the  Collateral  and,  within 20
     business days after request of Secured Parties,  deliver to Secured Parties
     all of such records and papers that pertain to the Collateral;

          (d) without the prior written  consent of Secured  Parties,  not sell,
     lease, assign,  create or permit to exist any encumbrance on any Collateral
     to or in favor of anyone other than Secured Parties or as set forth herein;

          (e)  comply  with all laws,  rules and  regulations  relating  to, and
     promptly  pay  when  due  all  license  fees,   registration  fees,  taxes,
     assessments and other charges that may be levied upon or assessed  against,
     the ownership, operation,  possession,  maintenance or use of its equipment
     and other goods (as  applicable)  and will not  relinquish or terminate any
     rights,  qualifications,  licenses  or permits  that would  materially  and
     adversely affect its financial  condition or business;  provided,  however,
     that  Pledgor  shall not be required  to comply with any such law,  rule or
     regulation,  or to pay any such fee, tax,  assessment or other charge,  the
     validity  of  which  is  being  contested  by  Pledgor  in  good  faith  by
     appropriate proceedings, so long as forfeiture of any part of its equipment
     or other  goods will not result  from the failure of Pledgor to comply with
     any such law, rule or regulation,  or to pay any such fee, tax,  assessment
     or other charge, during the period of such contest; and

          (f) use its best efforts consistent with prudent business practices to
     preserve and  maintain  its  business  and keep its  business  organization

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     intact; to preserve its goodwill; to pay its obligations as they mature; to
     retain its employees; and to retain its relationships with customers.

     5. Payment of Expenses.  At their  option,  Secured  Parties may  discharge
taxes, liens, security interests or other encumbrances on the Collateral.

     6. Default.

          (a) An Event of  Default  shall be  deemed to have  occurred  upon the
     happening of any of the following events or conditions:

               (i) the failure or refusal of  Schimatic  to pay  principal of or
          interest on the Notes when the same become due in accordance  with the
          terms  thereof  and such  failure or  refusal  is not cured  within 10
          calendar days after Schimatic and Pledgor have notice thereof;

               (ii) the failure or refusal of  Schimatic  or Pledgor  punctually
          and properly to perform, observe and comply with any other covenant or
          agreement  contained  in this  Agreement  or the  Documents,  and such
          failure  or  refusal  is not cured or  remedied  within 30 days  after
          Pledgor has written notice thereof;

               (iii) either Schimatic or Pledgor shall (1) become insolvent, (2)
          fail to pay its debts  generally as they become due,  (3)  voluntarily
          seek, consent to or acquiesce in the benefit or benefits of any Debtor
          Relief Law (defined hereinafter), or (4) become a party to (or be made
          the subject of) any proceeding  provided for by any Debtor Relief Law,
          other than as a creditor or claimant,  that could suspend or otherwise
          adversely  affect the Rights (defined  hereinafter) of Secured Parties
          granted herein  (unless,  in the event such proceeding is involuntary,
          the  petition  instituting  same is  dismissed  within  60 days of the
          filing of same).  "Debtor Relief Law" means the Bankruptcy Code of the
          United  States  of  America  and  all  other  applicable  liquidation,
          conservatorship,  bankruptcy, moratorium, rearrangement, receivership,
          insolvency,  reorganization,  suspension  of payments or similar  Laws
          from  time  to  time in  effect  affecting  the  Rights  of  creditors
          generally.  "Rights" means rights,  remedies,  powers and  privileges.
          "Laws" means all applicable statutes,  laws, ordinances,  regulations,
          orders,  writs,  injunctions  or decrees  of any state,  commonwealth,
          nation,  territory,   possession,   county,  parish,  municipality  or
          Tribunal.  "Tribunal"  means  any  court or  governmental  department,
          commission,  board,  bureau,  agency or  instrumentality of the United
          States or of any state, commonwealth,  nation, territory,  possession,
          county,  parish or municipality,  whether now or hereafter constituted
          and/or existing;

               (iv) the  failure to have  discharged  within a period of 30 days
          after  the  commencement  thereof  any  attachment,  sequestration  or
          similar  proceeding  against  the  Collateral  or any of the assets of
          Pledgor  or  Schimatic,  or  the  loss,  theft  or  destruction  of or
          occurrence of  substantial  damage to a material part of the assets of
          Pledgor  or  Schimatic,  except to the  extent  adequately  covered by
          insurance; or

               (iv) the occurrence of an "event of default" under the Notes.


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          (b) If any one or more of the Events of Default  specified above shall
     have happened,  the holders of the Notes may, at their option,  (i) declare
     the  entire  unpaid  principal  and  accrued  interest  on the  Notes to be
     immediately  due and  payable,  (ii)  reduce any claim to  judgment,  (iii)
     execute and foreclose  all liens and security  interests  securing  payment
     thereof or any part  thereof,  and/or  (iv)  proceed to protect and enforce
     their rights  either by suit in equity and/or by action of law, or by other
     appropriate  proceedings,  whether  for  the  specific  performance  of any
     covenant or  agreement  contained  in the Notes,  or in aid of the exercise
     granted  by the  Notes,  of any right,  or to  enforce  any other  legal or
     equitable right or remedy of the holders of the Notes.

          (c) In the  Event  of  Default  hereunder  and the  exercise  of their
     remedies or otherwise, the remedies of the Secured Parties shall be limited
     to  execution on the  Collateral.  The Secured  Parties  shall not seek and
     shall not be entitled to obtain a deficiency or personal  judgment  against
     the Company in the event that the  proceeds  from the  Collateral  shall be
     insufficient to satisfy the Liabilities.

     7. Action by Secured Parties.  Any action required or permitted to be taken
by the  Secured  Parties  shall be  deemed to have been  taken if  evidenced  by
instruments of  substantially  like tenor signed by the registered  holders of a
majority in principal amount of the Notes outstanding.

     8.       Miscellaneous Provisions.

          (a)  The  parties   shall   execute  and  deliver  all   documents  or
     instruments,  provide all  information,  and take or forebear from all such
     action as may be necessary or  appropriate  to achieve the purposes of this
     Agreement.

          (b) Any  notice,  demand,  request or other  communication  under this
     Agreement shall be in writing and shall be deemed to have been given on the
     date of service  if  personally  served or by  facsimile  transmission  (if
     receipt is confirmed by the facsimile operator of the recipient), or on the
     following day if delivered by overnight  courier  service,  or on the third
     day after mailing if mailed by certified  mail,  return receipt  requested,
     addressed as follows:

               (i) If to Secured Parties,  to the names,  addresses and telecopy
          numbers set forth on the attached Appendix A;

               (ii)     If to Pledgor, to:     Smart Chip Technologies, LLC
                                               740 East 3900 South, Second Floor
                                               Salt Lake City, UT  84107
                                               Telecopy No.:  (801) 685-7677

     or such other  addresses  and  facsimile  numbers as shall be  furnished in
     writing by any party in the manner for giving notices hereunder.

          (c) No delay on the part of  Secured  Parties in the  exercise  of any
     right or remedy shall operate as a waiver thereof, and no single or partial
     exercise by Secured  Parties of any right or remedy shall preclude other or
     further exercise thereof or the exercise of any other right or remedy.


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<PAGE>

          (d) This Agreement, together with the other Documents, constitutes the
     entire agreement among the parties  pertaining to the subject matter hereof
     and supersedes all prior agreements and understandings  pertaining thereto.
     No amendment to, modification or waiver of, or consent with respect to, any
     provision of this Agreement shall in any event be effective unless the same
     shall be in writing and signed and delivered by Secured  Parties,  and then
     any such amendment, modification, waiver or consent shall be effective only
     in the specific instance and for the specific purpose for which given.

          (e) Section  captions used in this  Agreement are for  convenience  of
     reference only and shall not affect the construction of this Agreement.

          (f) This Agreement may be executed in any number of  counterparts  and
     by  the  different  parties  on  separate   counterparts,   and  each  such
     counterpart  shall be deemed to be an original,  but all such  counterparts
     shall  together  constitute  but one and the same  Agreement and any signed
     counterpart  shall be deemed signed and delivered if it is delivered by the
     party  signing  it to  any  other  party  hereto  by  electronic  facsimile
     transmission.

          (g) This  Agreement has been  delivered at Salt Lake City,  Utah,  and
     shall be construed in accordance with and governed by the laws of the state
     of Utah,  excluding  principles  of choice or  conflicts  of law.  Whenever
     possible,  each  provision of this  Agreement  shall be interpreted in such
     manner  as to be  effective  and valid  under  applicable  law,  but if any
     provision  of this  Agreement  shall  be  prohibited  by or  invalid  under
     applicable  law, such provision  shall be ineffective to the extent of such
     prohibition  or  invalidity,  without  invalidating  the  remainder of such
     provision or the  remaining  provisions  of this  Agreement.  Any action or
     proceeding  brought to enforce this  Agreement  shall be instituted in Salt
     Lake County,  Utah, if brought in a Utah state court, or in the District of
     Utah, Central Division, if brought in a federal court.

          (h) This  Agreement  shall be binding upon and inure to the benefit of
     the  parties  and  their  respective  heirs,   executors,   administrators,
     successors,   legal  representatives  and  assigns;   provided  that,  this
     provision  shall not be construed as permitting  assignment,  substitution,
     delegation or other transfer of rights or  obligations,  except strictly in
     accordance with the provisions of this Agreement.

          (i) Neither the rights nor the duties of a party under this  Agreement
     may be assigned or delegated by either party, in whole or in part,  without
     the prior written consent of the other party.

          (j) At the  option of Secured  Parties,  this  Agreement  or a carbon,
     photographic  or other  reproduction  of this  Agreement  or of any Uniform
     Commercial Code financing  statement covering the Collateral or any portion
     thereof,  shall  be  sufficient  as a  Uniform  Commercial  Code  financing
     statement and may be filed as such.

          (k) In the event that any party  institutes and prevails in any action
     or suit to enforce  this  Agreement  or to secure  relief  from any default
     hereunder or breach hereof,  the  defaulting or breaching  party or parties
     shall reimburse the nonbreaching party or parties for all costs,  including
     reasonable  attorneys'  fees,  incurred  in  connection  therewith  and  in
     enforcing or collecting any judgment rendered therein.


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         IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first above written.

                                           PLEDGOR:

                                           SMART CHIP TECHNOLOGIES, LLC


                                        By
                                           -------------------------------------
                                           James C. Williams, President



<PAGE>




                    COUNTERPART SECURED PARTY SIGNATURE PAGE

         The undersigned, the payee of a promissory note evidencing
$________ in principal amount of the obligations up to $1,500,000 in
aggregate principal amount of Limited Recourse Convertible Promissory Notes,
hereby joins in the above Accommodation Pledge Agreement as a Secured Party.

         DATED this ____ day of ________________________, 2001.



                                                          Signature



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                                   APPENDIX A

                                 SECURED PARTIES


 Name                 Address and Telecopy No.                    Note Principal