EXCLUSIVE LICENSE AGREEMENT

     THIS  EXCLUSIVE LICENSE AGREEMENT is entered into this 10th day of October,
1997  at  Newport  Beach,  California,  by  and between CardTech, Inc., a Nevada
corporation  ("Licensor") and UltraCard, Inc., a Nevada corporation ("Licensee")
with  reference  to  the  following  facts:

Acknowledgments
---------------

     1.   The parties hereto acknowledge that:

          (a)  CardTech holds the rights to technology  and know-how  concerning
               card-based  storage media and read/write  systems covered by U.S.
               Patents Nos.  4,742,410  issued May 3, 1988, and 5,107,099 issued
               April 21, 1992, and related foreign patents applied for under the
               Patent Cooperation Treaty, and CardTech is presently supervising,
               guiding and assisting in the  preparation  of  additional  patent
               application(s)   based  upon  and  incorporating  the  technology
               licensed hereby (hereinafter "CardTech Technology").

          (b)  UltraCard desires to develop and exploit the CardTech  Technology
               and to hold  and  exploit  the  license  granted  hereunder  with
               respect to both the presently issued patent and all future patent
               rights resulting from the filing of application(s) for additional
               patent(s)  relating  to  said  technology,  whether  such  patent
               application(s)  are presently in preparation,  or may be prepared
               and filed in the future.

          (c)  CardTech has agreed to grant to UltraCard an exclusive  worldwide
               license to use the CardTech Technology, to manufacture, assemble,
               market and sell products based upon or incorporating the CardTech
               Technology.

     Grant of Licens
     ------------------

     2.   CardTech  hereby grants to UltraCard an exclusive  world-wide  license
          (the  "License") to use the CardTech  Technology  and to  manufacture,
          assemble,  market and sell products  based upon or  incorporating  the
          CardTech  Technology,  subject  to the  terms and  conditions  in this
          Agreement.

     3.   CardTech  further grants to UltraCard the right to use the trademarks,
          patents,  trade names,  product  descriptions  and public  information
          pertaining  to the  CardTech  Technology  and any products or services
          which may become components or parts of products based on or using the
          CardTech Technology.

4.   CardTech  further  grants to UltraCard the right to make such  alterations,
     modifications  and  enhancements  ("Design  Improvements")  to the CardTech
     Technology as may be desired, and any such Design Improvements shall be and
     shall  remain the sole  property  of CardTech  subject  only to the License
     granted pursuant to this Agreement.


<PAGE>
5.   CardTech further agrees to take all necessary steps to guide and direct the
     preparation of additional  patent  application(s)  relating to the CardTech
     Technology.

     6.   CardTech  shall  not  compete  with   UltraCard  in  the   production,
          marketing,  or sale  of  products  based  upon  or  incorporating  the
          CardTech Technology.

     Sub-Licenses  and  Assignments
     ------------------------------

     7.   UltraCard  may  sub-license  or assign all or any part of the  License
          with the prior written  consent of CardTech which consent shall not be
          reasonably withheld, provided that:

          (a)  If the  sub-licensee  or  assignee  is a  company  controlled  by
               UltraCard, CardTech's consent shall not be required so long as it
               is a  condition  of  such  sub-license  or  assignment  that  the
               sub-licensee or assignee shall execute an agreement acceptable to
               CardTech under which the sub-licensee or assignee becomes a party
               to this  Agreement and agrees to be bound by all of the terms and
               conditions hereof;

          (b)  No sub-license or assignment shall relieve UltraCard of any other
               obligations hereunder;

          (c)  CardTech shall receive Thirty Percent (30%) of any  sub-licensing
               fees paid to  UltraCard,  payable  within  Seven  (7) Days  after
               receipt of such fees by UltraCard;

          (d)  CardTech  shall  receive a payment of Twelve and One Half Percent
               (12.5%) Of the first Ten Million Dollars ($10,000,000) of capital
               invested in UltraCard, and shall receive Five Percent (5%) of all
               additional  capital  invested  in  UltraCard,  said  payments  to
               CardTech to be made within  Seven (7) Days after each  investment
               payment is received by UltraCard.

     Term
     ----

     8.   The term  ("term") of the License  shall  commence upon the date first
          above written and shall expire upon the  expiration of the term of the
          last licensed patent to expire.

     License  Fee
     ------------

     9.   UltraCard,  shall pay an initial fee ("License  Fee") to CardTech,  as
          follows:

          (a)  Two  Million  Five  Hundred  Thousand  (2,500,000)  shares of the
               common stock of UltraCard, fully paid and non-assessable,  at the
               date of Closing (defined below);

          (b)  $15,000 payable at the date of Closing (defined below);

          (c)  $15,000  payable  within six (6) months after the date of Closing
               (defined below)


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[page  missing  in  hard  copy]




<PAGE>
Representations  and  Warranties  of  CardTech
----------------------------------------------

15.  CardTech  represents  and  warrants to  UltraCard  as  representations  and
     warranties  that are true as of the date of  Closing  (or such  other  date
     specified) that:

     (a)  CardTech  has full power and  authority to enter into and deliver this
          Agreement  and to complete the  transactions  contemplated  hereby and
          will not be in breach of or  default  under  any other  commitment  or
          obligation by which it is bound;

     (b)  No consents,  authorizations  or permits are  required  which have not
          been obtained;

     (c)  CardTech  holds all right,  title and  interest in and to the CardTech
          Technology free and clear of any encumbrance; and

     (d)  No litigation,  arbitration or  administrative  or other proceeding is
          presently  in  process,  pending or  threatened  against  CardTech  in
          connection with or relating to the CardTech Technology.

Representations  and  Warranties  of  UltraCard
-----------------------------------------------

16.  UltraCard  represents  and  warrants  to CardTech  as  representations  and
     warranties  that are true as of the date hereof that UltraCard has the full
     power and capacity to enter into and deliver this agreement and to complete
     the  transactions  contemplated  hereby  and will not be in breach of or in
     default under any other  commitment  or  obligation  by which  UltraCard is
     bound.

Termination  of  License
------------------------

17.  The License shall terminate:

     (a)  Immediately upon UltraCard  becoming  insolvent or bankrupt or subject
          of a petition in bankruptcy;

     (b)  In the event  UltraCard  fails to pay any  portion of the  License Fee
          which  is due or any  portion  of the  Royalty  Fee,  all as  required
          herein,  thirty  (30) days after  delivery  of notice by  CardTech  to
          UltraCard  specifying  such  default,  in which case the License shall
          immediately  become  non-exclusive  unless UltraCard shall have within
          such  thirty  (30) day period  made such  payment as required or cured
          such default or breach.

     (c)  In the event  UltraCard  fails to pay any portion of the Royalty  Fee,
          all as  required  herein,  or  defaults  under or is in  breach of any
          obligation  hereunder,  ninety  (90) days after  delivery of notice by
          CardTech to  UltraCard  specifying  such  default,  the License  shall
          immediately terminate unless UltraCard has within such ninety (90) day
          period made such payment as required or cured such default or breach.


<PAGE>
18.  If the License is terminated:

     (a)  All rights of UltraCard hereunder shall immediately end;

     (b)  UltraCard shall immediately  cease to use the CardTech  Technology and
          trademarks; and

     (c)  UltraCard  shall  promptly  return to CardTech all manuals,  programs,
          printed  matter,  literature  and other  documentation  in UltraCard's
          possession or control relating to the CardTech Technology.

19.  Closing of the  transactions  contemplated  herein  ("Closing")  will occur
     concurrent with the date of execution of this agreement.

Confidentiality
---------------

20.  Neither of the parties  hereto shall  disclose to any person not a party to
     this Agreement any information  relating to the CardTech Technology that is
     confidential  or designated as confidential by either of the parties hereto
     without  the prior  written  consent of the other  party  hereto,  and both
     parties shall cause each of their  employees and affiliates who have reason
     to have access to the  CardTech  Technology  and related  documentation  to
     execute appropriate confidential information and non-disclosure  agreements
     and to  otherwise  protect  the  respective  confidential  information  and
     non-disclosure agreements and to otherwise protect the respective existing,
     contemplated,  and ongoing  interests of the parties hereto to the CardTech
     Technology.

Indemnities  and  Infringement
------------------------------

     21.  The parties hereto indemnify each other as follows:

     (a)  UltraCard  agrees that  CardTech  shall not be liable to UltraCard for
          any  product  liability  claims,  or loss,  damage or expense  arising
          therefrom,  whether caused directly or indirectly by the inadequacy of
          the CardTech Technology for any purpose or by any deficiency or defect
          therein or any  interruption or loss or service or use of the CardTech
          Technology or any loss of business by UltraCard or end-users  that may
          arise as a result of  UltraCard's  use of the CardTech  Technology  or
          sale of products  based upon or  containing  the CardTech  Technology.
          UltraCard shall defend,  indemnify and hold CardTech  harmless against
          any such product  liability  claims or losses,  damages or expenses or
          actions in respect thereof or related thereto.

     (b)  CardTech  shall  indemnify  UltraCard  against  all  damages  and cost
          payable by UltraCard as a result of any claim that  UltraCard's use of
          the CardTech  Technology has infringed any copyright,  patent right or
          other  proprietary  right.  However,  except  as  expressly  set forth
          herein,  CardTech  shall have no  liability  with respect to any other
          industrial or intellectual  property right  whatsoever and UltraCard's
          indemnity shall not apply to any of the following:


<PAGE>
          (1)  Claims  in  relation  to  products  which  do not  relate  to the
               CardTech Technology; and

          (2)  Any  combination of the CardTech  Technology with other programs,
               products  or  trademarks,  where an  infringement  would not have
               arisen in the absence of such combination.

Notices
-------

22.  Any notice to be given  pursuant to this  Agreement  by either party to the
     other  must be in  writing  and  may be  delivered  or  mailed  by  prepaid
     registered mail to such address as is specified by the particular  party by
     notice to the other.  Any notice sent as aforesaid  shall be deemed to have
     been given and  received at the time of delivery  and any notice  mailed as
     aforesaid shall be deemed to have been given on the date of the receipt.

Arbitration
-----------

23.  The parties  hereto agree that any disputes  arising out of this  Agreement
     shall be finally  settled by arbitration  and such  arbitration  shall be a
     condition  precedent  to the  commencement  of any action at law.  The sole
     exception to arbitration  shall be any matter involving the  interpretation
     or  enforceability  of  any  trademarks,   patents,   copyrights  or  other
     proprietary matters.

Binding  Effect
---------------

24.  Upon  execution  of  this  Agreement  and  payment  of the  License  Fee in
     accordance  with  the  provisions  of  Section  9  hereof,  the  terms  and
     provisions herein contained will be and are intended to be binding upon the
     parties hereto and shall be specifically enforceable in accordance with the
     terms of this Agreement

Further  Assurances
-------------------

25.  The parties  hereto agree to perform or cause to be performed all such acts
     and deeds as may be required to give full force and effect to the terms and
     provisions set out herein and to cooperate with each other and each other's
     counsel in the preparation, execution and delivery of any and all documents
     or  instruments  necessary  to give full  force and effect to the terms and
     provisions set out herein.

Currency
--------

26.  Reference to dollars ($) in this Agreement shall mean United States dollars
     (U.S. $).


<PAGE>
November  7,  1998
Ms.  Celeste  Sim
UltraCard,  Inc
5001  Birch  St.
New  Port  Beach.  CA

Dear  Ms.  Sim,

Pursuant  to  our  recent  discussions regarding the exclusive license Agreement
dated  October  10, 1997 between CardTech, Inc. and UltraCard, Inc the following
changes  have  been  agreed  to  and  accepted  by  all  of  the  parties:

1.     Section  7.  a.  b.  &  c  are  hereby  waived.
2.     Section  7  d. is changed to reflect a maximum amount paid to CardTech of
       no  more  than  million  dollars  ($3,000,000). To be paid at a pro rata
       rate of 12.5%  of  capital  invested  into  UltraCard,  Inc.
3.     Section  9.a.b  &  c.  are  fully  satisfied.
4.     Section  11  is  modified  to  allow the first year royalty to be paid as
       follows:  Seventy-five  thousand  dollars($75,000)  due on or before
       November 9, 1998;  and two hundred twenty, five thousand dollars
       ($225,000) due on or before January  11,  1999
5.     Section  14.  B.  is  waived.

All other terms and conditions of the agreement remain in full force and effect.



Very  truly  yours,


/s/  XXX,  President
----------------------------
CardTech,  Inc.


Cc:  Mr.  Daniel  Bland
     Upgrade  International  Corp


<PAGE>
November  7,  1998

Mr.  Daniel  S.  Bland
Upgrade  International  Corp
Ste.  101-435  Martin  St.
Blaine,  WA


Dear  Mr.  Bland,

Pursuant  to  our  recent  discussions regarding the exclusive license Agreement
dated  October  10, 1997 between CardTech, Inc. and UltraCard, Inc the following
changes  have  been  agreed  to  and  accepted  by  all  of  the  parties:

1.   Section 7. a. b. & c are hereby waived.
2.   Section 7 d. is changed to reflect a maximum  amount paid to CardTech of no
     more than million  dollars  ($3,000,000).  To be paid at a pro rata rate of
     12.5% of capital invested into UltraCard, Inc.
3.   Section 9.a.b & c. are fully satisfied.
4.   Section  11 is  modified  to allow the  first  year  royalty  to be paid as
     follows:  Seventy-five thousand  dollars($75,000) due on or before November
     9, 1998; and two hundred twenty five thousand dollars  ($225,000) due on or
     before January 11, 1999
5.   Section 14: B. is waived.

All other terms and conditions of the agreement remain in full force and effect.

Please  acknowledge  by signing below if you are in agreement with these points.

Very  truly  yours,


XXX,  President
-------------------------
UltraCard,  Inc.


Acknowledged  and  agreed  to  this  7th  day  of  November  98


/s/  Daniel  S.  Bland,  President
----------------------------------
Upgrade  International  Corp


<PAGE>
November  7,  1998

Mr.  Daniel  S.  Bland
Upgrade  International  Corp
Ste.  1010-435  Martin  St.
Blaine,  WA


Dear  Mr.  Bland,

Pursuant  to  our  recent  discussions  regarding  the  issuance of an exclusive
distribution license to Global CyberSystems, SA a Suisse Corporation for Europe,
dated  November  7,  1998  with  a  copy  attached  and incorporated herein, the
following  represents  the  salient  points  of  our  agreement:

1.   UltraCard,  Inc and Upgrade International Corp. each own fifty percent (50)
     of the stock as bearer shares of Global CyberSystems, SA.
2.   Global CyberSystems, SA shall proceed with an Initial public offering (IPO)
     on the Nouveau Marche, Paris, France at its earliest opportunity.
3.   The IPO shall  offer  twenty  five  percent  (25%) of its stock for Seventy
     million dollars  ($70,000,000.00)  leaving respective shares to each party,
     at thirty seven and one half percent  (37.5%) to each Upgrade and UltraCard
     or assigns.

Please  acknowledge  by signing below if you are in agreement with these points.

Very  truly  yours,


/s/  XXX,  President
--------------------
UltraCard,  Inc.

/s/  Daniel  S.  Bland,  President
----------------------------------
Upgrade  International  Corp


<PAGE>