Exhibit 10.41


June 4, 2002



Kruse, Landa & Maycock, L.L.C.
50 West 300 South, Eighth Floor
Salt Lake City, Utah  84101

Ladies and Gentlemen:

         Attached are two manually-executed assignments conveying from IC One,
Inc., a Delaware corporation, and SCHIMATIC Cash Transactions Network.com, Inc.
("SCTN"), a Florida corporation, to CEO America, Inc. ("CEO") certain
intellectual properties relating to our smart-card loyalty software and related
products, all as more particularly described in such assignment.

         You are authorized and instructed to retain these assignments in
accordance with this letter.

         On or before June 30, 2002 (the "Delivery Date"), SCTN will deliver to
you:

                  (a) a mutually-acceptable exclusive license agreement signed
         by SCTN; and

                  (b) certificates representing that number of shares of SCTN
         that shall equal 20% of the number of its shares then issued and
         outstanding, registered in the name of CEO.

         On or before the Delivery Date, CEO will deliver to you:

                  (a) $350,000 in immediately available funds delivered to your
         firm's trust account, Kruse, Landa & Maycock Iolta Trust Account,
         account number 1258-7742, routing number 124001545, with Bank One,
         Utah, 80 West Broadway, Salt Lake City, Utah 84101, telephone number
         801-481-5350, in addition to the $150,000 received by SCTN on or about
         this date;

                  (b) a mutually-acceptable exclusive license agreement signed
         by CEO;

                  (c) certificates representing that number of shares of CEO
         that shall equal 20% of the number of its shares then issued and
         outstanding, registered in the name of SCTN.

         With respect to the exclusive license agreement to be executed by both
parties, SCTN shall promptly prepare a draft thereof and deliver it to CEO,
allowing a reasonable period of time for review and comment by CEO and its
counsel. Both parties shall negotiate in good faith toward a mutually acceptable
agreement. If the parties are unable to reach an agreement, any unresolved
terms, conditions or other provisions of the agreement shall be submitted to
binding arbitration as described in the Terms and Conditions attached hereto,
which decision of the arbitrators shall take into account any failure by either
party to deliver the items required of the parties as set forth above.


             740 East 3900 South, Salt Lake City, Utah 84107 U.S.A.
      Telephone: 801.685.7676 Facsimile: 801.685.7677 Website: www.sctn.com
<PAGE>

         Upon the receipt by you on or before 5:30 p.m. local time on the
Delivery Date, of all of the items described above, you are authorized and
instructed to deliver them as follows:

                  (a) The Assignments, a copy of the exclusive license agreement
         signed by both parties, and the SCTN shares, to CEO; and

                  (b) The funds, a copy of the exclusive license agreement
         signed by both parties, and the CEO shares, to SCTN.

         If you do not receive all of such items on or before the Delivery Date,
you are instructed as follows:

                  (i) if SCTN timely delivers shares of SCTN, but CEO fails to
         timely deliver the funds and/or the shares of CEO, you shall:

                           (a) deliver the Assignments and any stock
                  certificates of SCTN then in your possession to SCTN, subject
                  to notice from CEO that SCTN has repaid to CEO the $150,000
                  previously received by SCTN; and

                           (b) deliver any funds or shares of CEO, as the case
                  may be, to CEO; or

                  (ii) if CEO timely delivers the funds and the shares of CEO,
         but SCTN fails to timely deliver shares of SCTN, you shall:

                           (a) deliver the Assignments, the funds and the CEO
                  shares then in your possession to CEO; or

                  (iii) if both SCTN and CEO fail to timely deliver one or more
         of the items set forth above, or either party gives notice to the other
         party and to you disputing any delivery made by such other party, you
         shall make delivery of the items then in your possession only in
         accordance with (A) joint written instructions of SCTN and CEO, or (B)
         a final decision of the arbitration procedures set forth in the Terms
         and Conditions attached hereto. Any decision shall be accompanied by a
         legal opinion by counsel for the presenting party satisfactory to you
         to the effect that the decision is final and non-appealable. You shall
         act on such decision and legal opinion without further question.

         Either party may waive any of the provisions hereof by a written
instrument signed on behalf of the party granting such waiver.

             740 East 3900 South, Salt Lake City, Utah 84107 U.S.A.
      Telephone: 801.685.7676 Facsimile: 801.685.7677 Website: www.sctn.com
<PAGE>


         We understand and agree that this letter is subject to the attached
further Terms and Conditions.

Sincerely,

SCHIMATIC Cash Transactions Network.com, Inc.


/s/ David J. Simon
---------------------------
David J. Simon, President


Accepted and agreed:

CEO America, Inc.


/s/ David Vaters
-------------------------
David Vaters, President


             740 East 3900 South, Salt Lake City, Utah 84107 U.S.A.
      Telephone: 801.685.7676 Facsimile: 801.685.7677 Website: www.sctn.com
<PAGE>

                              TERMS AND CONDITIONS

Attached to and made a part of that certain Letter (the "Agreement") dated June
3, 2002, from David Simon to Kruse, Landa & Maycock, LLC (the "Custodian").

         1. If at any time during the term of the Agreement any question,
disagreement, difference or controversy shall arise among the parties hereto
regarding the meaning or interpretation of this Agreement or the rights, duties
or obligations of the parties hereunder, such question, disagreement, difference
or controversy shall be submitted to and determined by arbitration in accordance
with this paragraph as follows:

                  (a) Any party wishing to submit a matter to arbitration shall
         give to each other party a notice of arbitration (the "Notice of
         Arbitration") setting forth in reasonable detail the issue or issues to
         be submitted to arbitration. Within 20 days after such Notice of
         Arbitration, each party shall appoint one arbitrator. If either party
         fails to appoint timely its separate arbitrator, the arbitrator
         representing the party not so appointing an arbitrator shall be
         appointed by the Third Judicial District Court, Salt Lake County, Utah,
         upon the application of any party hereto. The first two arbitrators
         appointed or designated as set forth above shall meet within 10 days
         after the last of such arbitrator to be appointed is named and attempt
         to agree on a resolution of the issues. If, within 30 days thereafter,
         the first two arbitrators do not agree upon a resolution of the issues,
         such two arbitrators shall themselves appoint a third arbitrator, who
         shall be a competent and impartial person, and in the event of their
         being unable to agree upon such appointment within 10 days after the
         time set forth above, the third arbitrator shall be selected by the
         parties themselves if they can agree thereon within a further period of
         15 days. If the parties do not so agree, then either party, on behalf
         of both, may request such appointment by the Third Judicial District
         Court, Salt Lake County, Utah. In the event of the failure, refusal or
         inability of any arbitrator to act, a new arbitrator shall be appointed
         in his stead, which appointment shall be made in the same manner as
         hereinbefore provided for the appointment of such arbitrator so
         failing, refusing or being unable to act.

                  (b) Each party shall pay the fees and expenses of the one of
         the two initial arbitrators appointed by such party or in whose stead,
         as provided above, such arbitrator was appointed, and the fees and
         expenses of the third arbitrator, and all other expenses, if any, of
         the arbitration shall be borne equally by each party, except as
         provided below. Notwithstanding the foregoing, the legal, expert
         witness and other representation costs of the parties shall be excluded
         and allocated in accordance with paragraph 3 hereof. Any arbitrator
         designated to serve in accordance with the provisions of this Agreement
         shall be disinterested and shall, by reason of education, experience or
         both, be capable of evaluating financial statements and the
         presentation of information therein, but shall not be required to be a
         certified public accountant.

                  (c) It shall be the duties of the arbitrators to resolve the
         issues in dispute as promptly as practicable after their appointment. A
         majority of the arbitrators may act if one of the arbitrators shall
         neglect or refuse to take part in the deliberations of the arbitrators.
         The arbitration provided herein shall be conducted in Salt Lake County,

<PAGE>

         Utah, pursuant to the Utah Arbitration Act, Utah Code Annotated
         ss.78-31a-1, et seq. The arbitrators shall follow such rules in
         reaching their decision as they and the parties involved in this
         dispute shall agree upon and otherwise, to the extent applicable, shall
         follow the rules of the American Arbitration Association. The
         arbitrators shall set forth their decision in writing, and the
         determination of the issues by the above arbitrators shall be binding
         upon the parties for the purposes set forth in this Agreement.

                  (d) The parties involved in the dispute shall be permitted to
         submit to the arbitrators written positions, testimonial, documentary
         and other evidence, and arguments concerning the matters in issue.

         2. It is understood and agreed by the parties to the Agreement as
follows:

                  (a) The Custodian is not and shall not be deemed to be a
         trustee for any party for any purpose and is merely acting as a
         depository and in a ministerial capacity hereunder with the limited
         duties herein prescribed.

                  (b) The Custodian does not have and shall not be deemed to
         have any responsibility in respect of any instruction, certificate or
         notice delivered to it or of any escrow property other than faithfully
         to carry out the obligations undertaken in the Agreement and to follow
         the directions in such instruction or notice provided in accordance
         with the terms hereof.

                  (c) The Custodian is not and shall not be deemed to be liable
         for any action taken or omitted by it in good faith and may rely on,
         and act in accordance with, the advice of its counsel without liability
         on its part for any action taken or omitted in accordance with such
         advice. In any event, its liability hereunder shall be limited to
         liability for gross negligence, willful misconduct, or bad faith on its
         part.

                  (d) The Custodian may conclusively rely on and act in
         accordance with any certificate, instruction, notice, letter, telegram,
         cablegram or other written instrument believed by it to be genuine and
         to have been signed by the proper party or parties.

                  (e) Each party referenced in the Agreement agrees (i) to pay
         the Custodian's reasonable fees and to reimburse Custodian for
         reasonable expenses including attorney's fees incurred in connection
         with duties hereunder and (ii) to save harmless, indemnify and defend
         the Custodian for, from and against any loss, damage, liability,
         judgment, cost and expense, whatsoever, including counsel fees,
         suffered or incurred by it by reason of, or on account of, any
         misrepresentations made to it or its status or activities as Custodian
         under the Agreement except for any loss, damage, liability, judgment,
         cost or expense resulting from gross negligence, willful misconduct, or
         bad faith on the part of the Custodian. The obligation of the Custodian
         to deliver the property held by the Custodian shall be subject to the
         prior satisfaction, upon demand from the Custodian, of the obligation
         of the parties to so save harmless, indemnify and defend the Custodian
         and to reimburse the Custodian or otherwise pay its fees and expenses
         hereunder.

<PAGE>

                  (f) The Custodian shall not be required to defend any legal
         proceeding that may be instituted against it in respect of the subject
         matter of this Agreement unless requested to do so by the parties and
         indemnified to the Custodian's satisfaction against the cost and
         expense of such defense by the party requesting such defense. If any
         such legal proceeding is instituted against it, the Custodian agrees
         promptly to give notice of such proceeding to the parties. The
         Custodian shall not be required to institute legal proceedings of any
         kind.

                  (g) The Custodian shall not, by act, delay, omission or
         otherwise, be deemed to have waived any right or remedy it may have
         either under the Agreement or generally, unless such waiver be in
         writing, and no waiver shall be valid unless it is in writing, signed
         by the Custodian, and only to the extent expressly therein set forth. A
         waiver by the Custodian under the terms of the Agreement shall not be
         construed as a bar to, or waiver of, the same or any other such right
         or remedy which it would otherwise have on any other occasion.

                  (h) The Custodian may resign as such hereunder by giving 30
         days' written notice thereof to the parties. Within 20 days after
         receipt of such notice, the parties shall furnish to the Custodian
         written instructions for the release of the property held by the
         Custodian (if such property has not yet been released pursuant hereto)
         to a substitute custodian that (whether designated by written
         instructions from the parties jointly or in the absence thereof by
         instructions from a court of competent jurisdiction to the Custodian)
         shall be a bank or trust company organized and doing business under the
         laws of the United States and any state thereof. Such substitute
         custodian shall thereafter hold any property received by it pursuant to
         the terms of the Agreement and otherwise act hereunder as if it were
         the Custodian originally named herein. The Custodian's duties and
         responsibilities hereunder shall terminate upon the release of all
         property then held in escrow according to such written instruction or
         upon such delivery as herein provided. The Agreement shall not
         otherwise be assignable by the Custodian without the prior written
         consent of the parties.

         3. In the event that any party institutes any action or permitted other
action to enforce the Agreement or to secure relief from any default hereunder
or breach hereof, the breaching party or parties shall reimburse the
nonbreaching party or parties for all costs, including reasonable attorney's
fees, incurred in connection therewith and in enforcing or collecting any
arbitration award or arbitration judgment rendered therein.

         4. The Agreement shall be governed by and construed in accordance with
the laws of the state of Utah and shall be binding upon and inure to the benefit
of all parties hereto and their respective successors in interest and assigns.