ULTRACARD, INC.
          STOCK PURCHASE, VOTING AND CANCELLATION RIGHTS AND REDEMPTION
                                    AGREEMENT

     THIS  AGREEMENT (this "Agreement") is made and entered into as of this 30th
day  of  September,  1999,  by  and between UPGRADE INTERNATIONAL CORPORATION, a
Florida  corporation,  whose  principal place of business is 1411-Fourth Avenue,
Suite  629,  Seattle,  Washington  206-903-3116, facsimile number (206) 903-3117
("Buyer"),  and  ULTRACARD,  INC.,  a  Nevada  corporation (the "Company") whose
principal  place  of  business  is  1550  S.  Bascom  Ave.,  Ste. 100, Campbell,
California 95008, facsimile number (408) 558-6999 (collectively, the "Parties").

     WHEREAS, the Company is desirous of issuing to Buyer, and Buyer is desirous
of  receiving  from the Company One Million (1,000,000) shares of Company common
stock,  par value $0.001 per share (the "Common Stock"), upon and subject to the
terms,  limitations,  restrictions  and  conditions,  and  for the consideration
hereinafter  set  forth;  and

     WHEREAS,  the  Company  is  also desirous of issuing to Buyer Seven Hundred
Twenty-Nine  Thousand Ninety-Three (729,093) shares of Common Stock (the "Option
Stock")  in consideration of that certain option agreement between Buyer and the
Company,  dated  January  30,  1998,  and  including  its  various amendments on
February  13,  1998,  August  4, 1998, February 2, 1999 and August 31, 1999 (the
"Option  Agreement")  under  which  agreement  Buyer  has exercised it option to
acquire fifty percent of the issued and outstanding voting stock of the Company;
and

     WHEREAS, the Company has adopted the 1999 Ultracard, Inc. Stock Option Plan
(the  "SOP"),  effective  September  30,  1999,  pursuant  to  which One Million
(1,000,000)  shares  of  Common  Stock  have  been  reserved  from the Company's
authorized  but unissued Common Stock, which stock can be issued to the grantees
(the  "Grantees")  of  the  SOP  upon exercise of options issued thereunder (all
Common Stock issued to the Grantees prior to the effectiveness of a registration
statement  covering  the initial public offering ("IPO") of the Company's Common
Stock (which results in net proceeds to the Company of no less than $35,000,000)
under  the  Securities  Act of 1933, as amended (the "Act"), (the "Pre-IPO Newly
Issued  Common  Stock");  and

     WHEREAS,  the  Parties  desire to set forth their agreement with respect to
voting,  redemption  and  other terms, conditions and restrictions in connection
with  the  Common  Stock  to  be issued to Buyer pursuant to this Agreement, and
including  in  connection with the SOP, the IPO and the Option Agreement, as the
case  may  be.

     NOW,  THEREFORE,  in  consideration  of the Option Agreement, the covenants
herein contained, and for other good and valuable consideration, the receipt and
adequacy  of  which  is  hereby  acknowledged,  the  Parties  agree  as follows:


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1.   TRANSACTION

     1.1          Issuance  of  Stock.  Concurrently  with the execution of this
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Agreement, and in consideration of the Option Agreement, the Company shall issue
to  Buyer  One  Million  (1,000,000)  shares  of  Common Stock (the "SOP Stock")
subject  to  the  terms,  conditions,  restrictions  and  limitations  of  this
Agreement.  To  the  extent  any  adjustment  is made to the number of shares of
Common  Stock  reserved  for issuance under the SOP pursuant to Section 8 of the
SOP  or  by  amendment  of the SOP, a corresponding and proportionate adjustment
shall  be  made  to  the  SOP  stock  ("SOP  Adjustment").

     1.2          Issuance  of Option Shares. Concurrently with the execution of
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this  Agreement,  and also in consideration of the Option Agreement, the Company
shall issue to the Buyer the Option Stock, subject to the Cancellation Right (as
defined  in  paragraph  1.3  below).

     1.3          Right  to  Cancel  Option Stock. The Parties hereby agree that
                  -------------------------------
for the period beginning with the date of this Agreement and ending upon an IPO,
if  the  Company  redeems,  repurchases, and/or through rescission or otherwise,
reacquires  and  cancels  and  if its issued and outstanding Common Stock, Buyer
shall surrender to the Company the same number of shares of the Option Stock for
cancellation  (the  "Cancellation  Right").

     1.4          Closing.  The  issuance  and delivery of the SOP Stock and the
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Option Stock (the "Closing") shall take place concurrently with the execution of
this  Agreement  (the  "Closing  Date").

     1.5          Voting,  Dividend  and Distribution Rights with respect to the
                  --------------------------------------------------------------
Stock.  Until  the IPO, the Buyer will only vote the number of shares of the SOP
-----
Stock  equal  to  the  number  of  shares  of Common Stock issued as a result of
exercises  of  stock options granted under the SOP ("Pre IPO Newly Issued Common
Stock") outstanding at the time of such vote, and Buyer shall not be entitled to
any  dividends  or  distributions  with  respect  to any other shares of the SOP
Stock.

     1.6          Redemption.  Upon effectiveness of the IPO, the Company may at
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its  option redeem from the Buyer for the Per Share Purchase Price the number of
shares  of  the  SOP  Stock  equal to One Million (1,000,000) less the number of
Pre-IPO  Newly  Issued Common Stock; provided, however, that no SOP Stock may be
redeemed  in  respect of issued and outstanding options to purchase Common Stock
pursuant  to the SOP until such options have expired unexercised. The redemption
of  shares  of  the  SOP  Stock under this paragraph 1.6 shall be consummated by
delivery  of  written  notice  by  the Company to Buyer, including the number of
shares  to  be redeemed (the "Redemption Notice"). Certificates representing all
of  such  shares  (duly endorsed for transfer), shall be delivered in accordance
with  the  Redemption  Notice.

     1.7          Restrictive  Legend.  The respective restrictions imposed upon
                  -------------------
the  SOP  Stock and the Option Stock pursuant hereto, and pursuant to applicable
securities  laws,  or  otherwise,  will be referenced in a "legend" to be placed
upon the stock certificate(s) evidencing the SOP Stock and the Option Stock (the
"Stock  Certificates").


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     1.8          Actions  at  Closing.  Concurrent  with  the execution of this
                  --------------------
Agreement,  the  Company shall issue the SOP Stock and the Option Stock to Buyer
by  executing  and  delivering  a  Stock  Certificate in the name of Buyer which
evidences  ownership  of  the  SOP  Stock  and  the Option Stock, containing the
respective  Restrictive Legend(s) on each of the SOP Stock and the Option Stock,
and  noting  such  ownership  on  the  stock  register  of  the  Company.

     1.9          Reaffirmation  of  Anti-Dilution  Warranty  and  the  Pending
                  -------------------------------------------------------------
Commitment.  Pursuant  to  the Option Agreement, the Company warranted that from
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the date the Buyer acquired all of the Optioned Shares (as defined in the Option
Agreement)  until  the  date of any initial public offering of the shares of the
Company,  the Company would not take any action or in any way allow or cause the
Buyer's  ownership of the issued and outstanding shares of the Company to become
diluted so as to result in the Buyer owning less than fifty percent (50%) of all
of  the  issued  and outstanding voting stock of the Company (the "Anti-Dilution
Warranty"),  and  in  the  event  that the Company required additional financing
prior to an initial public offering of the Company's shares, the Buyer agreed to
provide  sufficient  debt  financing  on mutually agreeable terms or, at Buyer's
election,  in  the  form  of  equity  financing on mutually agreeable terms or a
combination  of  debt  and  equity  on mutually agreeable terms (the "Additional
Financing").  The  Company  hereby  reaffirms  the  Anti-Dilution  Warranty. The
Company  has advised Buyer that it anticipates its interim, short-term financing
requirements  for  its  on-going  staffing,  FF&B,  and development and research
expenses  through  the  end  of  its fiscal year 2000 to be approximately Twenty
Million  Dollars  ($20,000,000).  Buyer  hereby reaffirms its firm commitment to
provide  (or  cause  to  be  provided,  as  the  case  may  be) the Company with
sufficient  additional  Financing  to  meet  the  Company's funding requirements
though the IPO, and the Company reaffirms its agreement to dedicate such portion
of  the  proceeds of the IPO to repay, if required, the Additional Financing. If
after  written notice of a funding requirement by the Company to Buyer, Buyer is
unable (notwithstanding its firm commitment) to satisfy such funding requirement
within  sixty  (60)  days  (a  "Funding Deficiency"), the Anti-Dilution Warranty
shall  not  apply to any subsequent stock issuances by the Company. If a Funding
Deficiency  has occurred and the Company seeks equity funding not provided by or
arranged  by  Buyer  (the  "Deficiency Offering"), Buyer shall have the right to
purchase  up to fifty percent (50%) of the Deficiency Offering on the same terms
and  conditions  as  the  Deficiency  Offering  is  offered  to  any third party
("Participation  Right").  Buyer  shall  have  five  (5)  day from notice of the
Deficiency  Offering  to  exercise  its  Participation  Right.

2.   INVESTMENT  REPRESENTATIONS

     Buyer  hereby  represents  and  warrants  that:

     (a)          Buyer has been advised that the SOP Stock and the Option Stock
has  not  been  registered  under the Act, nor qualified or registered under any
other  applicable state securities laws, and that in this connection the Company
is  relying in part on the representations of Buyer set forth in this Agreement.
Buyer  understands  that  no  federal  or  state  governmental agency has made a
finding or determination relating to the fairness of investment in the SOP Stock
and  the  Option  Stock and that no such agency has or will recommend or endorse
them.


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     (g)          Buyer  is  an "accredited investor" within the meaning of Rule
501  of  Regulation  D  promulgated  under  the  Act,  or,  if not an accredited
investor,  then  either has a preexisting personal or business relationship with
the  Company  or  any  of  its officers, directors or controlling persons, or by
reason  of  its  business  or  financial experience or the business or financial
experience  of  its professional advisors (who are unaffiliated with and who are
not compensated by the Company or any affiliate or selling agent of the Company,
directly  or  indirectly),  has the capacity to protect Buyer's own interests in
connection  with  the  purchase  of  the  SOP  Stock  and  the  Option  Stock.

     (h)          Buyer  has  not  seen  or  received any advertising or general
solicitation  with  respect  to  the  SOP  Stock  and  the  Option  Stock.

     (i)          Buyer  has  disclosed  to  the Company in writing its state of
domicile  or residence for purposes of determining the Company's Blue Sky filing
requirements  for  the  transactions  contemplated  in  this  Agreement.

3.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY

     The  Company  hereby  represents  and  warrants  that:

     3.1          Organization,  Qualification, and Corporate Power. The Company
                  -------------------------------------------------
is a corporation duly incorporated, validly existing, and in good standing under
the  laws  of  the  State  of  Nevada. The Company is duly authorized to conduct
business  and is in good standing under the laws of each jurisdiction where such
qualification is required. The Company has full corporate power and authority to
carry  on  the business in which it is engaged and to own and use the properties
owned  and  used  by  it.

     3.2          Authorization  of  Transaction. The Company has full corporate
                  ------------------------------
power  and  authority  to  execute and deliver this Agreement and to perform its
obligations  hereunder. This Agreement constitutes the valid and legally binding
obligation  of  the  Company,  enforceable  in  accordance  with  its  terms and
conditions,  except  as  such  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency  or  similar laws affecting the enforcement of creditors
rights  generally  and  by  general  principals  of  equity.

     3.3          Noncontravention.  Neither  the  execution and the delivery of
                  ----------------
this  Agreement,  nor  the consummation of the transactions contemplated hereby,
will  to  the  best  of  its  knowledge  (A)  violate any constitution, statute,
regulation,  rule, injunction, judgment, order, decree, ruling, charge, or other
restriction  of  any  government,  governmental  agency,  or  court to which the
Company  or  any  of its properties or assets is subject or any provision of the
charter  or  bylaws of the Company, or (B) conflict with, result in a breach of,
constitute  a  default under, result in the acceleration of, create in any party
the  right  to accelerate, terminate, or cancel, or require any notice under any
agreement,  contract,  lease,  license, instrument or other arrangement to which
the Company is a party or by which it is bound or to which any of its properties
or  assets  is subject, or (C) result in the imposition of any security interest
upon  any  of  its  properties  or  assets.


<PAGE>
     3.4          Validity  of  Securities.  The SOP Stock and the Option Stock,
                  ------------------------
when issued, sold, and delivered in accordance with the terms of this Agreement,
shall  be  duly  and  validly  issued,  fully  paid,  and  nonassessable.

     3.5          Percentage  of  Outstanding  Shares of Stock. Giving effect to
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this  Agreement,  the  6,123,658 shares of Common Stock issued by the Company to
Buyer  represent  not  less  than  fifty percent (50%) of the outstanding voting
stock  of  the Company on a fully diluted basis, giving full effect to the Stock
Option  Plan and any other outstanding rights to acquire shares of the Company's
Common  Stock,  as  of  the  date  of  this  Agreement.

4.   COVENANTS  AND  OBLIGATIONS  OF  BUYERS

     4.1          Authorization  of  Transaction.  Buyer  has  full  power  and
                  ------------------------------
authority  to  execute and deliver this Agreement and to perform its obligations
hereunder.  This  Agreement constitutes the valid and legally binding obligation
of  Buyer,  enforceable  in  accordance with its terms and conditions, except as
such  enforceability  may  be  limited  by  applicable bankruptcy, insolvency or
similar  laws  affecting  the  enforcement  of creditors rights generally and by
general  principals  of  equity.

     4.2          Limitations  on  Disposition.  Without  in  any  limiting  the
                  ----------------------------
representations,  warranties  and  limitations  otherwise  set  forth  in  this
Agreement, Buyer agrees not to make any disposition of all or any portion of the
SOP  Stock  and  the  Option Stock unless and until the transferee has agreed in
writing  for  the  benefit  of  the  Company  to  be  bound by all the terms and
conditions  of  this  Agreement  specified  by  the  Company  and

          There  is  then  in  effect  a  registration  statement  under the Act
covering  such  proposed  disposition and such disposition is made in accordance
with  such  registration  statement  and  the  Act;  or

          Buyer  shall have notified the Company of the proposed disposition and
shall  have furnished the Company with a detailed statement of the circumstances
surrounding  the  proposed  disposition  and,  if  reasonably  requested  by the
Company,  Buyer  shall  have  furnished  the Company with an opinion of counsel,
satisfactory to the Company, that such disposition will not require registration
under  the  Act.

     4.3          Confidentiality. Buyer hereby agrees that it shall maintain in
                  ---------------
confidence,  and  shall not use or disclose without the prior written consent of
the  Company,  any information identified by the Company as confidential that is
furnished  to  Buyer by the Company in connection with this Agreement, including
without  limitation,  all  financial  statements,  budgets and other information
delivered  to  or  provided  to  Buyer  by  the  Company.  This  obligation  of
confidentiality  shall  not apply, however, to any information (i) in the public
domain  through  no  unauthorized  act or failure to act by Buyer, (ii) lawfully
disclosed  to  Buyer by a third party who possessed such information without any
obligation  of  confidentiality  or  (iii)  legally  known  previously  by Buyer
independent  of  any  disclosure  by  the  Company.


<PAGE>
     4.4          Market  Stand-Off Agreement. Buyer hereby agrees that it shall
                  ---------------------------
not,  in  connection with any underwritten public offering by the Company of its
equity  securities  pursuant  to an effective registration statement filed under
the Act, including the IPO, directly or indirectly sell, make any short sale of,
loan, hypothecate, pledge, offer, grant or sell any option or other contract for
the  purchase  of,  purchase  any  option  or other contract for the sale of, or
otherwise  dispose  of  or  transfer  any  of the SOP Stock and the Option Stock
without  the  prior  written  consent  of  the Company or its underwriters. Such
restriction  (the "Market Stand-Off") shall be in effect for such period of time
following  the date of the final prospectus for the offering as may be requested
by  the  Company or its underwriters. Such restriction, (the "Market Stand-Off")
offering  as  may be requested by the Company or such underwriters. In no event,
however,  shall  such  period exceed 180 days. The Market Stand-Off shall in any
event terminate two (2) years after the date of the IPO.  In the event of an SOP
Adjustment  such  additional  shares  shall be immediately subject to the Market
Stand-Off.  In  order  to  enforce  the Market Stand-Off, the Company may impose
stop  transfer  instructions with respect to the SOP Stock and the Option Stock.
This  subsection  shall not apply to Stock registered in a public offering under
the  Act  and buyer shall be subject to this subsection only if the directors or
officers  of  the  Company  are  subject  to  similar  arrangements.

     4.5     Restrictions on Transferability. The Sop Stock and the Option Stock
             -------------------------------
offered  hereby  are  issued  subject  to  significant  restrictions  on
transferability.  The  SOP  Stock  and the Option Stock have not been registered
under  the  Act. In reliance upon the exemptions provided by section 4(2) of the
Act  and  Regulation  D  and  Rules  504  through  506  promulgated  thereunder.
Furthermore,  the  SOP Stock and the Option Stock have not been registered under
the  laws  of any state in reliance upon exemptions therefrom. The SOP Stock and
the  Option  Stock  may  not  be sold or transferred in the absence of effective
registration  under  the Act and such State laws as may apply, and an opinion of
counsel  acceptable  to  the  Company  that  such  registration is not required.
Further  restrictions  on  transferability  are  set  forth  herein.

5.   MISCELLANEOUS

     5.1          Notices.  Any  notice required or permitted hereunder shall be
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sent  to  a  party  at its address set forth above, or to another address if the
recipient  has  given  prior written notice thereof.  Any notice may be given as
follows: (i) by delivery in hand or via facsimile, effective on receipt; (ii) by
registered  United  States  mail, return receipt request, effective on the third
business  day  after  the  date  of  mailing,  or (iii) by recognized commercial
overnight  courier,  effective  on  the first business day after date of deposit
with  the  courier  for U.S. addresses and on the second business day after such
deposit  for  other  addresses.  Oral  notice  shall  be  insufficient.

     5.2          Governing  Law. This Agreement shall be construed and enforced
                  --------------
in  accordance  with,  and  governed by, the laws of the State of Nevada without
giving  effect  to  the  principles  of  the  conflict  of  laws  thereof.

     5.3          Headings. The section headings contained in this Agreement are
                  --------
for  reference  purposes  only  and  shall  not  affect  the  construction  and
interpretation  of  this  Agreement.


<PAGE>
     5.4          Severability. The invalidity of all or any part of any section
                  ------------
of this Agreement shall not render invalid the remainder of such action.  If any
provision  of  this Agreement is so broad as to be unenforceable, such provision
shall  be  interpreted  to  be  only  so  broad  as  is  enforceable.

     5.5          Binding  Effect. Buyer shall not assign this Agreement without
                  ---------------
the  prior written consent of the Company.  This Agreement shall be binding upon
and  inure to the benefit of the Parties, their heirs, personal representatives,
successors,  and permitted assignees. The covenants and obligations set forth in
this  Agreement  shall  survive the execution and delivery of this Agreement and
the  Closing.

     5.6          Counterparts:  Facsimile  Signatures.  This  Agreement  may be
                  ------------------------------------
executed  in two or more counterparts, each of which shall be deemed an original
but  all  of which shall constitute one and the same instrument.  This Agreement
may  contain more than one counterpart of the signature page and may be executed
by  the  affixing  of  the  signatures  of  each  of the Parties to one of these
counterpart  signature  pages.  All  of the counterpart signature pages shall be
read  as though one, and they shall have the same force and effect as though all
of  the  signers  had  signed  a  single  signature page.  This Agreement may be
executed  by  a  facsimile  signature having the same force and effect as if the
document  had  been  executed  by  the  actual  signature  of  the  Party.

     5.7          Arbitration.  Any  controversy or claim arising out of or from
                  -----------
or  relating  to  this  Agreement or breach thereof, shall be settled by binding
arbitration  in  the  City of Las Vegas, Nevada, in accordance with the rules of
the  American  Arbitration  Association  then in effect, except that the parties
thereto  shall  have any right to discovery as would be permitted by the Federal
Rules of Civil Procedure and the prevailing party shall be entitled to costs and
attorneys'  fees, and judgment upon the award rendered therein may be entered in
any  court  having  jurisdiction  thereof.

     5.8          Entire Agreement. This Agreement contains the entire agreement
                  ----------------
of  the  Parties  with respect to the subject matter hereof. The Parties are not
bound  by  any  oral  statements  that  are  made outside of this Agreement with
respect  to  the  subject  matter hereof.  This Agreement may not be modified or
altered  except  by  written  instrument  duly  executed  by  both  parties

     WHEREFORE,  the  Parties  have  executed this Agreement effective as of the
date  above  written.

COMPANY                                     BUYER
UltraCard, Inc., a Nevada corporation       Upgrade International Corporation a
                                            Florida  corporation

By:/s/  Daniel  P.  Kehoe                   By:  /s/  Daniel  Bland
   ----------------------                      ------------------------
Daniel  P.  Kehoe                           Daniel  Bland
Its:  President                             Its:  President
Date:  3/22/00                              Date:
       -------                                   ----------------------


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