SECTION 1.    ESTABLISHMENT AND PURPOSE . . . . . . . . . . . . . . . . . . . .4
SECTION 2.    ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . 4
      (a)     Committees of the Board of Directors . . . . . . . . . . . . . . 4
      (b)     Authority of the Board of Directors . . . . . . . . . . . . . . .4

SECTION 3.    ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . .4

      (a)     General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . 4
      (b)     Ten-Percent Stockholders . . . . . . . . . . . . . . . . . . . . 4

SECTION 4.    STOCK SUBJECT TO PLAN . . . . . . . . . . . . . . . . . . . . . .5

      (a)     Basic Limitation . . . . . . . . . . . . . . . . . . . . . . . . 5
      (b)     Additional Shares . . . . . . . . . . . . . . . . . . . . . . . .5

SECTION 5.    TERMS AND CONDITIONS OF AWARDS OR SALES . . . . . . . . . . . . .5

      (a)     Stock Purchase Agreement . . . . . . . . . . . . . . . . . . . . 5
      (b)     Duration of Offers and Nontransferability of Rights . . . . . . .5
      (c)     Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . 5
      (d)     Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . .5
      (e)     Restrictions on Transfer of Shares and Minimum Vesting . . . . . 6
      (f)     Accelerated Vesting . . . . . . . . . . . . . . . . . . . .  . . 6

SECTION 6.    TERMS AND CONDITIONS OF OPTIONS . . . . . . . . . . . . . . . . .6

      (a)     Stock Option Agreement . . . . . . . . . . . . . . . . . . . . . 6
      (b)     Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . 6
      (c)     Exercise Price . . . . . . . . . . . . . . . . . . . . . . . . . 6
      (d)     Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . .6
      (e)     Exercisability . . . . . . . . . . . . . . . . . . . . . . . . . 7
      (f)     Accelerated Exercisability . . . . . . . . . . . . . . . . . . . 7
      (g)     Basic Term . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
      (h)     Nontransferability . . . . . . . . . . . . . . . . . . . . . . . 7
      (i)     Termination of Service (Except by Death) . . . . . . . . . . . . 7
      (j)     Leaves of Absence . . . . . . . . . . . . . . . . . . . . . . . .8
      (k)     Death of Optionee . . . . . . . . . . . . . . . . . . . . . . . .8
      (l)     No Rights as a Stockholder . . . . . . . . . . . . . . . . . . . 8
      (m)     Modification, Extension and Assumption of Options . . . . . . . .8
      (n)     Restrictions on Transfer of Shares and Minimum Vesting . . . . . 8
      (o)     Accelerated Vesting . . . . . . . . . . . . . . . . . . . . . . .9


<PAGE>
SECTION 7.    PAYMENT FOR SHARES . . . . . . . . . . . . . . . . . . . . . . . 9

      (a)     General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . 9
      (b)     Surrender of Stock . . . . . . . . . . . . . . . . . . . . . . . 9
      (c)     Services Rendered . . . . . . . . . . . . . . . . . . . . . . . .9
      (d)     Promissory Note . . . . . . . . . . . . . . . . . . . . . . . . .9
      (e)     Exercise/Sale . . . . . . . . . . . . . . . . . . . . . . . . . 10
      (f)     Exercise/Pledge . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 8.    ADJUSTMENT OF SHARES . . . . . . . . . . . . . . . . . . . . . .10

      (a)     General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
      (b)     Mergers and Consolidations . . . . . . . . . . . . . . . . . . .10
      (c)     Reservation of Rights . . . . . . . . . . . . . . . . . . . . . 10

SECTION 9.    SECURITIES LAWS REQUIREMENTS . . . . . . . . . . . . . . . . . .11

      (a)     General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
      (b)     Financial Reports . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 10.   NO RETENTION RIGHTS . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 11.   DURATION AND AMENDMENTS . . . . . . . . . . . . . . . . . . . . 11

      (a)     Term of the Plan . . . . . . . . . . . . . . . . . . . . . . . .11
      (b)     Right to Amend or Terminate the Plan . . . . . . . . . . . . . .11
      (c)     Effect of Amendment or Termination . . . . . . . . . . . . . . .12

SECTION 12.   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 12


<PAGE>
                     ULTRACARD, INC. 1998 STOCK OPTION PLAN

SECTION  1.    ESTABLISHMENT  AND  PURPOSE.

               The  purpose  of  the  Plan  is  to offer selected individuals an
opportunity  to acquire a proprietary interest in the success of the Company, or
to  increase  such  interest,  by purchasing Shares of the Company's Stock.  The
Plan  provides  both for the direct award or sale of Shares and for the grant of
Options  to  purchase  Shares.  Options  granted  under  the  Plan  may  include
Nonstatutory  Options  as  well as ISOs intended to qualify under Section 422 of
the  Code.

               Capitalized  terms  are  defined  in  Section  12.

SECTION  2.    ADMINISTRATION.

               (a)     COMMITTEES  OF  THE  BOARD OF DIRECTORS.  The Plan may be
administered  by one or more Committees.  Each Committee shall consist of one or
more  members  of the Board of Directors who have been appointed by the Board of
Directors.  Each Committee shall have Such authority and be responsible for such
functions  as  the  Board  of Directors has assigned to it.  If no Committee has
been  appointed,  the  entire Board of Directors shall administer the Plan.  Any
reference  to  the  Board  of  Directors  in  the  Plan  shall be construed as a
reference  to the Committee (if any) to whom the Board of Directors has assigned
a  particular  function.

               (b)     AUTHORITY  OF  THE  BOARD  OF  DIRECTORS.  Subject to the
provisions  of  the  Plan,  the Board of Directors shall have full authority and
discretion  to  take  any  actions  it  deems  necessary  or  advisable  for the
administration of the Plan.  All decisions, interpretations and other actions of
the  Board  of  Directors  shall  be  final  and  binding on all Purchasers, all
Optionees  and  all  persons deriving their rights from a Purchaser or Optionee.

SECTION  3.    ELIGIBILITY.

               (a)     GENERAL  RULE.  Only  Employees,  Outside  Directors  and
Consultants  shall  be  eligible for the grant of Options or the direct award or
sale  of  Shares.  Only  Employees  shall  be  eligible  for  the grant of ISOs.

               (b)     TEN-PERCENT  STOCKHOLDERS.  An  individual  who owns more
than  10% of the total combined voting power of all classes of outstanding stock
of  the Company, its Parent or any of its Subsidiaries shall not be eligible for
designation  as  an  Optionee  or  Purchaser unless (i) the Exercise Price is at
least  110%  of  the Fair Market Value of a Share on the date of grant, (ii) the
Purchase Price (if any) is at least 100% of the Fair Market Value of a Share and
(iii)  in the case of an ISO, such ISO by its terms is not exercisable after the
expiration  of  five  years  from  the  date  of  grant.  For  purposes  of this
Subsection (b), in determining stock ownership, the attribution rules of Section
424(d)  of  the  Code  shall  be  applied.

SECTION  4.    STOCK  SUBJECT  TO  PLAN.

               (a)     BASIC  LIMITATION.  Shares  offered under the Plan may be
authorized  but  unissued  Shares  or  treasury Shares.  The aggregate number of
Shares  that  may  be  issued  under the Plan (upon exercise of Options or other
rights  to  acquire  Shares)  shall  not  exceed One Million (1,000,000) Shares,
subject  to  adjustment  pursuant  to  Section 8.  The number of Shares that are
subject  to Options or other rights outstanding at any time under the Plan shall
not  exceed  the  number of Shares that then remain available for issuance under
the  Plan.  The Company, during the term of the Plan, shall at all times reserve
and  keep  available  sufficient Shares to satisfy the requirements of the Plan.


<PAGE>
               (b)     ADDITIONAL  SHARES.  In  the  event  that any outstanding
Option  or  other  right  for  any  reason  expires  or is canceled or otherwise
terminated,  the  Shares  allocable to the unexercised portion of such Option or
other right shall again be available for the purposes of the Plan.  In the event
that  Shares issued under the Plan are reacquired by the Company pursuant to any
forfeiture provision, right of repurchase or right of first refusal, such Shares
shall again be available for the purposes of the Plan, except that the aggregate
number of Shares which may be issued upon the exercise of ISOs shall in no event
exceed One Million (1,000,000) Shares (subject to adjustment pursuant to Section
8).

SECTION  5.    TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.

               (a)     STOCK  PURCHASE  AGREEMENT.  Each award or sale of Shares
under  the  Plan (other than upon exercise of an Option) shall be evidenced by a
Stock  Purchase  Agreement between the Purchaser and the Company.  Such award or
sale shall be subject to all applicable terms and conditions of the Plan and may
be subject to any other terms and conditions which are not inconsistent with the
Plan and which the Board of Directors deems appropriate for inclusion in a Stock
Purchase  Agreement.  The  provisions  of  the various Stock Purchase Agreements
entered  into  under  the  Plan  need  not  be  identical.

               (b)     DURATION  OF  OFFERS  AND  NON-TRANSFERABILITY OF RIGHTS.
Any  right  to  acquire  Shares  under  the  Plan  (other  than an Option) shall
automatically  expire if not exercised by the Purchaser within 30 days after the
grant  of  such  right  was  communicated to the Purchaser by the Company.  Such
right  shall  not be transferable and shall be exercisable only by the Purchaser
to  whom  such  right  was  granted.

               (c)     PURCHASE  PRICE.  The  Purchase  Price  of  Shares  to be
offered  under  the  Plan shall not be less than 85% of the Fair Market Value of
such  Shares,  and a higher percentage may be required by Section 3(b).  Subject
to  the  preceding sentence, the Purchase Price shall be determined by the Board
of  Directors  at its sole discretion.  The Purchase Price shall be payable in a
form  described  in  Section  7.

               (d)     WITHHOLDING  TAXES.  As  a  condition  to the purchase of
Shares, the Purchaser shall make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign withholding
tax  obligations  that  may  arise  in  connection  with  such  purchase.

               (e)     RESTRICTIONS  ON  TRANSFER OF SHARES AND MINIMUM VESTING.
Any  Shares  awarded  or  sold  under  the Plan shall be subject to such special
forfeiture  conditions,  rights of repurchase, rights of first refusal and other
transfer  restrictions  as  the  Board  of  Directors  may  determine.  Such
restrictions  shall  be set forth in the applicable Stock Purchase Agreement and
shall  apply in addition to any restrictions that may apply to holders of Shares
generally.  In  the case of a Purchaser who is not an officer of the Company, an
Outside Director or a Consultant, any right to repurchase the Purchaser's Shares
at  the  original  Purchase  Price  (if any) upon termination of the Purchaser's
Service  shall  lapse  at  least  as  rapidly as 20% per year over the five-year
period  commencing  on  the  date  of the award or sale of the Shares.  Any such
right  may  be  exercised  only  within  90  days  after  the termination of the
Purchaser's  Service  for  cash  or for cancellation of indebtedness incurred in
purchasing  the  Shares.

               (f)     ACCELERATED  VESTING.  Unless  the  applicable  Stock
Purchase  Agreement  provides  otherwise,  any right to repurchase a Purchaser's
Shares  at  the  original  Purchase  Price  (if  any)  upon  termination  of the
Purchaser's  Service  shall  lapse and all of such Shares shall become vested if
(i) the Company is subject to a Change in Control before the Purchaser's Service
terminates  and  (ii)  the  repurchase  right is not assigned to the entity that
employs  the  Purchaser immediately after the Change in Control or to its parent
or  subsidiary.

SECTION  6.    TERMS  AND  CONDITIONS  OF  OPTIONS.

               (a)     STOCK  OPTION  AGREEMENT.  Each  grant of an Option under
the Plan shall be evidenced by a Stock Option Agreement between the Optionee and
the  Company.  Such  Option  shall  be  subject  to  all  applicable  terms  and
conditions  of  the  Plan  and  may be subject to any other terms and conditions
which  are not inconsistent with the Plan and which the Board of Directors deems
appropriate  for  inclusion  in a Stock Option Agreement.  The provisions of the
various  Stock  Option  Agreements  entered  into  under  the  Plan  need not be
identical.


<PAGE>
               (b)     NUMBER  OF  SHARES.  Each  Stock  Option  Agreement shall
specify  the  number  of Shares that are subject to the Option and shall provide
for  the  adjustment  of  such  number  in accordance with Section 8.  The Stock
Option  Agreement  shall  also  specify  whether  the  Option  is  an  ISO  or a
Nonstatutory  Option.

               (c)     EXERCISE  PRICE.  Each  Stock  Option  Agreement  shall
specify the Exercise Price.  The Exercise Price of an ISO shall not be less than
100%  of  the  Fair  Market  Value of a Share on the date of grant, and a higher
percentage  may  be  required  by  Section  3(b).  The  Exercise  Price  of  a
Nonstatutory  Option  shall  not  be less than 85% of the Fair Market Value of a
Share  on  the date of grant, and a higher percentage may be required by Section
3(b).  Subject  to  the  preceding  two  sentences, the Exercise Price under any
Option  shall  be  determined  by the Board of Directors at its sole discretion.
The  Exercise  Price  shall  be  payable  in  a  form  described  in  Section 7.

               (d)     WITHHOLDING  TAXES.  As a condition to the exercise of an
Option,  the Optionee shall make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign withholding
tax  obligations  that may arise in connection with such exercise.  The Optionee
shall  also make such arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that  may  arise  in  connection  with  the  disposition  of  Shares acquired by
exercising  an  Option.

               (e)     EXERCISABILITY.  Each  Stock  Option  Agreement  shall
specify  the  date  when  all  or  any  installment  of  the Option is to become
exercisable.  In  the  case of an Optionee who is not an officer of the Company,
an Outside Director or a Consultant, an Option shall become exercisable at least
as  rapidly  as 20% per year over the five-year period commencing on the date of
grant.  Subject  to the preceding sentence, the exercisability provisions of any
Stock Option Agreement shall be determined by the Board of Directors at its sole
discretion.

               (f)     ACCELERATED  EXERCISABILITY.  Unless the applicable Stock
Option  Agreement  provides otherwise, all of an Optionee's Options shall become
exercisable  in full if (i) the Company is subject to a Change in Control before
the  Optionee's Service terminates, (ii) such Options do not remain outstanding,
(iii)  such  Options  are not assumed by the surviving corporation or its parent
and  (iv)  the  surviving  corporation or its parent does not substitute options
with  substantially  the  same  terms  for  such  options.

               (g)     BASIC TERM.  The Stock option Agreement shall specify the
term  of the Option.  The term shall not exceed 10 years from the date of grant,
and  a  shorter  term may be required by Section 3(b).  Subject to the preceding
sentence,  the Board of Directors at its sole discretion shall determine when an
Option  is  to  expire.

               (h)     NONTRANSFERABILITY.  No  Option  shall be transferable by
the  Optionee other than by beneficiary designation, will or the laws of descent
and  distribution.  An  Option  may  be  exercised  during  the  lifetime of the
Optionee  only  by  the  optionee  or  by  the  Optionee's  guardian  or  legal
representative.  No  Option  or  interest  therein may be transferred, assigned,
pledged  or hypothecated by the Optionee during the Optionee's lifetime, whether
by operation of law or otherwise, or be made subject to execution, attachment or
similar  process.

               (i)     TERMINATION  OF  SERVICE  (EXCEPT  BY  DEATH).   If  an
Optionee's  Service  terminates  for any reason other than the Optionee's death,
then  the  Optionee's  Options  shall  expire  on  the earliest of the following
occasions:

                    (i)  The expiration date  determined  pursuant to Subsection
                         (g) above;

                    (ii) The date  three  months  after the  termination  of the
                         Optionee's   Service   for  any   reason   other   than
                         Disability,   or  such  later  date  as  the  Board  of
                         Directors may determine; or

               (iii)     The  date  six  months  after  the  termination  of the
Optionee's  Service  by reason of Disability, or such later date as the Board of
Directors  may  determine.  The  Optionee  may  exercise  all  or  part  of  the
Optionee's  options  at any time before the expiration of such options under the
preceding  sentence,  but  only  to  the  extent  that  such  Options had become
exercisable  before  the  Optionee's


<PAGE>
Service  terminated  (or  became exercisable as a result of the termination) and
the  underlying  Shares  had vested before the Optionee's Service terminated (or
vested  as a result of the termination). The balance of such Options shall lapse
when  the  Optionee's  Service  terminates.  In the event that the Optionee dies
after the termination of the Optionee's Service but before the expiration of the
Optionee's  Options,  all  or  part  of  such Options may be exercised (prior to
expiration)  by  the  executors or administrators of the Optionee's estate or by
any  person  who  has  acquired  such  Options  directly  from  the  Optionee by
beneficiary  designation,  bequest  or  inheritance, but only to the extent that
such Options had become exercisable before the Optionee's Service terminated (or
became exercisable as a result of the termination) and the underlying Shares had
vested  before  the  Optionee's Service terminated (or vested as a result of the
termination).

     (j)     LEAVES  OF  ABSENCE.  For purposes of Subsection (i) above, Service
shall  be  deemed  to  continue  while  the  optionee is on a bona fide leave of
absence,  if  such leave was approved by the Company in writing and if continued
crediting of Service for this purpose is expressly required by the terms of such
leave  or  by  applicable  law  (as  determined  by  the  Company).

     (k)     DEATH  OF  OPTIONEE.  If  an Optionee dies while the Optionee is in
Service,  then  the  Optionee's  Options  shall  expire  on  the  earlier of the
following  dates:

                (i)     The expiration  date  determined  pursuant to Subsection
(g) above;  or

                (ii)     The  date  12  months  after  the  Optionee's  death.
All  or  part  of the Optionee's options may be exercised at any time before the
expiration  of  such  options  under  the preceding sentence by the executors or
administrators  of  the Optionee's estate or by any person who has acquired such
options  directly  from  the  Optionee  by  beneficiary  designation, bequest or
inheritance,  but  only  to  the extent that such Options had become exercisable
before  the Optionee's death or became exercisable as a result of the death. The
balance  of  such  Options  shall  lapse  when  the  optionee  dies.

     (l)     NO  RIGHTS  AS  A  STOCKHOLDER.  An Optionee, or a transferee of an
Optionee,  shall  have  no  rights  as  a stockholder with respect to any Shares
covered  by  the Optionee's Option until such person becomes entitled to receive
such  Shares  by  filing  a  notice  of  exercise  and paying the Exercise Price
pursuant  to  the  terms  of  such  Option.

     (m)     MODIFICATION,  EXTENSION  AND  ASSUMPTION  OF  OPTIONS.  Within the
limitations  of  the  Plan,  the Board of Directors may modify, extend or assume
outstanding  Options  or  may  accept  the  cancellation  of outstanding Options
(whether  granted  by  the Company or another issuer) in return for the grant of
new  Options  for  the same or a different number of Shares and at the same or a
different  Exercise  Price. The foregoing notwithstanding, no modification of an
option  shall, without the consent of the Optionee, impair the Optionee's rights
or  increase  the  Optionee's  obligations  under  such  Option.

     (n)     RESTRICTIONS  ON TRANSFER OF SHARES AND MINIMUM VESTING. Any Shares
issued  upon  exercise  of an Option shall be subject to such special forfeiture
conditions,  rights  of  repurchase,  rights of first refusal and other transfer
restrictions as the Board of Directors may determine. Such restrictions shall be
set  forth  in the applicable Stock Option Agreement and shall apply in addition
to  any  restrictions that may apply to holders of Shares generally. In the case
of  an  Optionee  who is not an officer of the Company, an Outside Director or a
Consultant:

               (i)     Any  right  to  repurchase  the  Optionee's Shares at the
original  Exercise  Price upon termination of the Optionee's Service shall lapse
at  least as rapidly as 20% per year over the five-year period commencing on the
date  of  the  option  grant;

               (ii)     Any  such  right  may  be exercised only for cash or for
cancellation  of  indebtedness  incurred  in  purchasing  the  Shares;  and

               (iii)     Any  such  right  may  be exercised only within 90 days
after  the  later  of  (A)  the termination  of  the  Optionee's Service or  (B)
the date of the option exercise.


<PAGE>
               (o)     ACCELERATED  VESTING.  Unless the applicable Stock Option
Agreement  provides  otherwise,  any right to repurchase an Optionee's Shares at
the  original  Exercise  Price  upon termination of the Optionee's Service shall
lapse  and  all of such Shares shall become vested if (i) the Company is subject
to  a  Change  in  Control before the Optionee's Service terminates and (ii) the
repurchase  right  is  not  assigned  to  the  entity  that employs the Optionee
immediately  after  the  Change  in  Control  or  to  its  parent or subsidiary.

SECTION  7.    PAYMENT  FOR  SHARES.

               (a)     GENERAL  RULE.  The  entire  Purchase  Price  or Exercise
Price  of  Shares  issued  under  the  Plan  shall  be  payable  in cash or cash
equivalents  at  the  time  when  such Shares are purchased, except as otherwise
provided  in  this  Section  7.

               (b)     SURRENDER  OF  STOCK.  To  the extent that a Stock Option
Agreement  so  provides,  all  or  any part of the Exercise Price may be paid by
surrendering, or attesting to the ownership of, Shares that are already owned by
the  Optionee.  Such Shares shall be surrendered to the Company in good form for
transfer  and  shall  be  valued at their Fair Market Value on the date when the
Option  is  exercised.  The  Optionee  shall  not  surrender,  or  attest to the
ownership of, Shares in payment of the Exercise Price if such action would cause
the  Company  to  recognize  compensation  expense  (or  additional compensation
expense)  with  respect  to  the  Option  for  financial  reporting  purposes.

               (c)     SERVICES  RENDERED.  At  the  discretion  of the Board of
Directors,  Shares  may  be  awarded under the Plan in consideration of services
rendered  to  the  Company,  a  Parent  or  a  Subsidiary  prior  to  the award.

               (d)     PROMISSORY  NOTE.  To  the  extent  that  a  Stock Option
Agreement  or  Stock  Purchase  Agreement  so  provides, all or a portion of the
Exercise Price or Purchase Price (as the case may be) of Shares issued under the
Plan  may  be  paid  with  a  full-recourse promissory note in the form attached
hereto  as  Exhibit  C.  However,  the par value of the Shares, if newly issued,
shall  be  paid  in  cash  or  cash equivalents.  The Shares shall be pledged as
security for payment of the principal amount of the promissory note and interest
thereon  pursuant  to  a  Stock Pledge Agreement, in the form attached hereto as
Exhibit  "D".  The  interest rate payable under the terms of the promissory note
shall  not  be  less  than  the  minimum  rate  (if  any)  required to avoid the
imputation of additional interest under the Code.  Subject to the foregoing, the
Board  of  Directors  (at  its sole discretion) shall specify the term, interest
rate, amortization requirements (if any) and other provisions of such note.  (e)
EXERCISE/SALE.  To  the extent that a Stock Option Agreement so provides, and if
Stock is publicly traded, payment may be made all or in part by the delivery (on
a  form  prescribed  by the Company) of an irrevocable direction to a securities
broker  approved by the Company to sell Shares and to deliver all or part of the
sales  proceeds  to  the Company in payment of all or part of the Exercise Price
and  any  withholding  taxes.

               (f)     EXERCISE/PLEDGE.  To  the  extent  that  a  Stock  Option
Agreement  so provides, and if Stock is publicly traded, payment may be made all
or  in  part  by  the  delivery  (on  a  form  prescribed  by the Company) of an
irrevocable direction to pledge Shares to a securities broker or lender approved
by  the  Company, as security for a loan, and to deliver all or part of the loan
proceeds  to the Company in payment of all or part of the Exercise Price and any
withholding  taxes.

SECTION  8.    ADJUSTMENT  OF  SHARES.

               (a)     GENERAL.  In  the  event  of  a  subdivision  of  the
outstanding  Stock, a declaration of a dividend payable in Shares, a declaration
of  an  extraordinary  dividend payable in a form other than Shares in an amount
that  has a material effect on the Fair Market Value of the Stock, a combination
or  consolidation  of  the  outstanding  Stock into a lesser number of Shares, a
recapitalization,  a  spin-off,  a reclassification or a similar occurrence, the
Board  of Directors shall make appropriate adjustments in one or more of (i) the
number of Shares available for future grants under Section 4, (ii) the number of
Shares  covered  by  each  outstanding  Option  or  (iii)  the


<PAGE>
Exercise  Price  under  each  outstanding  Option.

               (b)     MERGERS  AND  CONSOLIDATIONS.  In  the  event  that  the
Company  is  a  party to a merger or consolidation, outstanding Options shall be
subject  to  the  agreement of merger or consolidation.  Such agreement, without
the  Optionees'  consent,  may  provide  for:

                    (i)     The  continuation of such outstanding Options by the
Company  (if  the  Company  is  the  surviving  corporation);

               (ii)     The  assumption of the Plan and such outstanding Options
by  the  surviving  corporation  or  its  parent;
               (iii)     The  substitution  by  the surviving corporation or its
parent  of  options  with  substantially  the  same  terms  for such outstanding
Options;  or
               (iv)     The  cancellation  of  such  outstanding Options without
payment  of  any  consideration.

               (c)     RESERVATION  OF  RIGHTS.  Except  as  provided  in  this
Section  8,  an  Optionee or Purchaser shall have no rights by reason of (i) any
subdivision  or  consolidation of shares of stock of any class, (ii) the payment
of  any dividend or (iii) any other increase or decrease in the number of shares
of  stock  of  any class.  Any issuance by the Company of shares of stock of any
class,  or  securities  convertible into shares of stock of any class, shall not
affect,  and  no adjustment by reason thereof shall be made with respect to, the
number or Exercise Price of Shares subject to an Option.  The grant of an option
pursuant  to  the  Plan  shall  not  affect in any way the right or power of the
Company  to  make  adjustments, reclassifications, reorganizations or changes of
its  capital  or  business  structure,  to  merge or consolidate or to dissolve,
liquidate,  sell  or  transfer  all  or  any  part  of  its  business or assets.

SECTION  9.    SECURITIES  LAW  REQUIREMENTS.

               (a)     GENERAL.  Shares  shall  not  be  issued  under  the Plan
unless the issuance and delivery of such Shares comply with (or are exempt from)
all  applicable  requirements  of  law,  including  (without  limitation)  the
Securities  Act  of  1933 of the United States of America, as amended, the rules
and regulations promulgated thereunder, state securities laws and regulations of
any  state  of  the  United  States of America, and the regulations of any stock
exchange  or  other securities market on which the Company's securities may then
be  traded.

               (b)     FINANCIAL  REPORTS.  The  Company each year shall furnish
to Optionees, Purchasers and stockholders who have received Stock under the Plan
its  balance  sheet  and  income statement, unless such Optionees, Purchasers or
stockholders  are key Employees whose duties with the Company assure them access
to  equivalent information.  Such balance sheet and income statement need not be
audited.

SECTION  10.   NO  RETENTION  RIGHTS.

               Nothing  in  the Plan or in any right or Option granted under the
Plan  shall  confer  upon  the  Purchaser  or  Optionee any right to continue in
Service  for  any  period  of  specific  duration or interfere with or otherwise
restrict  in  any  way  the  rights  of the Company (or any Parent or Subsidiary
employing  or  retaining  the  Purchaser  or  Optionee)  or  of the Purchaser or
Optionee,  which  rights are hereby expressly reserved by each, to terminate his
or  her  Service  at  any  time  and  for  any  reason,  with  or without cause.

SECTION  11.   DURATION  AND  AMENDMENTS.

               (a)     TERM  OF  THE PLAN.  The Plan, as set forth herein, shall
become  effective on the date of its adoption by the Board of Directors, subject
to  the  approval   of  the  Company's  stockholders.  In  the  event  that  the
stockholders fail to approve the Plan within 12 months after its adoption by the
Board  of  Directors, any grants of Options or sales or awards of Shares (except
for  nonstatutory  grants, sales or awards, which are not subject to Shareholder
approval)  that  have  already  occurred  shall  be rescinded, and no additional
grants, sales or awards shall be made thereafter under the Plan.  The Plan shall
terminate  automatically  10  years after its adoption by the Board of Directors
and  may  be  terminated  on  any earlier date pursuant to Subsection (b) below.


<PAGE>
               (b)     RIGHT  TO  AMEND  OR  TERMINATE  THE  PLAN.  The Board of
Directors  may  amend,  suspend  or  terminate  the Plan at any time and for any
reason;  provided,  however,  that any amendment of the Plan which increases the
number  of  Shares  available for issuance under the Plan (except as provided in
Section  8),  or  which materially changes the class of persons who are eligible
for  the  grant  of  ISOs,  shall  be  subject  to the approval of the Company's
stockholders.  Subject  to applicable laws and regulations, stockholder approval
shall  not  be  required  for  any  other  amendment  of  the  Plan.

               (c)     EFFECT  OF  AMENDMENT OR TERMINATION.  No Shares shall be
issued  or  sold  under  the  Plan  after  the  termination thereof, except upon
exercise of an Option granted prior to such termination.  The termination of the
Plan,  or any amendment thereof, shall not affect any Share previously issued or
any  Option  previously  granted  under  the  Plan.

SECTION  12.   DEFINITIONS.

               (a)     "BOARD OF DIRECTORS" shall mean the Board of Directors of
the  Company,  as  constituted  from  time  to  time.

               (b)     "CHANGE  IN  CONTROL"  shall  mean:

                    (i)     The consummation of a merger or consolidation of the
Company  with  or  into another entity or any other corporate reorganization, if
persons  who  were  not  stockholders  of  the Company immediately prior to such
merger, consolidation or other reorganization own immediately after such merger,
consolidation  or  other  reorganization  50% or more of the voting power of the
outstanding securities of each of (A) the continuing or surviving entity and (B)
any  direct  or  indirect  parent  corporation  of  such continuing or surviving
entity;  or

                    (ii)     The  sale,  transfer or other disposition of all or
substantially  all  of  the  Company's  assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change  the  state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the  Company's  securities  immediately  before  such  transaction.

               (c)     "CODE"  shall  mean the Internal Revenue Code of 1986, as
amended.

               (d)     "COMMITTEE"  shall  mean  a  committee  of  the  Board of
Directors,  as  described  in  Section  2(a).

               (e)     "COMPANY"  shall  mean  UltraCard,  Inc.,  a  Nevada
corporation.

               (f)     "CONSULTANT"  shall  mean a person who performs bona fide
services  for  the Company, a Parent or a Subsidiary as a consultant or advisor,
excluding  Employees  and  Outside  Directors.

               (g)     "DISABILITY"  shall  mean  that the Optionee is unable to
engage  in  any  substantial  gainful  activity  by  reason  of  any  medically
determinable  physical  or  mental  impairment.

               (h)     "EMPLOYEE"  shall  mean any individual who is an employee
of  the  Company,  a  Parent  or  a  Subsidiary.

               (i)     "EXERCISE  PRICE"  shall  mean  the  amount for which one
Share  may  be  purchased  upon exercise of an Option, as specified by the Board
of Directors in the applicable Stock Option Agreement.


<PAGE>
               (j)     "FAIR MARKET VALUE" shall mean the fair  market  value of
a  Share,  as  determined  by  the  Board  of  Directors  in  good  faith.  Such
determination  shall  be  conclusive  and  binding on all persons.

               (k)     "ISO"  shall  mean  an  employee  incentive  stock option
described  in  Section  422(b)  of  the  Code.

               (1)     "NONSTATUTORY  OPTION"  shall  mean  a  stock  option not
described  in  Sections  422(b)  or  423(b)  of  the  Code.

               (m)     "OPTION" shall mean an ISO or Nonstatutory Option granted
under  the  Plan  and  entitling  the  holder  to  purchase  Shares.

               (n)     "OPTIONEE"  shall mean an individual who holds an Option.

               (o)     "OUTSIDE  DIRECTOR"  shall  mean a member of the Board of
Directors  who  is  not  an  Employee.

               (p)     "PARENT"  shall  mean  any  corporation  (other  than the
Company)  in  an unbroken chain of corporations ending with the Company, if each
of  the corporations other than the Company owns stock possessing 50% or more of
the  total  combined  voting  power  of all classes of stock in one of the other
corporations  in  such chain.  A corporation that attains the status of a Parent
on a date after the adoption of the Plan shall be considered a Parent commencing
as  of  such  date.

               (q)     "PLAN"  shall  mean  UltraCard,  Inc.  1998  Stock Option
Plan.

               (r)     "PURCHASE  PRICE"  shall mean the consideration for which
one  Share  may  be  acquired  under  the  Plan  (other than upon exercise of an
Option),  as  specified  by  the  Board  of  Directors.  Purchaser shall mean an
individual  to  whom  the  Board  of  Directors has offered the right to acquire
Shares  under  the  Plan  (other  than  upon  exercise  of  an  Option).

               (s)     "SERVICE"  shall  mean  service  as  an Employee, Outside
Director  or  Consultant.

               (t)     "SHARE"  shall  mean  one  share of Stock, as adjusted in
accordance with Section 8 (if applicable).  Stock shall mean the Common Stock of
the  Company,  with  a  par  value  of  $0.001  per  Share.

               (u)     "STOCK OPTION AGREEMENT" shall mean the agreement between
the  Company  and  an  Optionee  which  contains  the  terms,  conditions  and
restrictions pertaining to the Optionee's Option, in the form attached hereto as
Exhibit  "B-1".

               (v)     "STOCK  PURCHASE  AGREEMENT"  shall  mean  the  agreement
between  the  Company  and a Purchaser who acquires Shares under the Plan, which
contains the terms, conditions and restrictions pertaining to the acquisition of
such  Shares,  in  the  form  attached  hereto  as  Exhibit  "A-1."

               (w)     "SUBSIDIARY"  means  any  corporation  (other  than  the
Company)  in  an  unbroken  chain of corporations beginning with the Company, if
each  of  the corporations other than the last corporation in the unbroken chain
owns  stock  possessing  50%  or  more of the total combined voting power of all
classes  of stock in one of the other corporations in such chain.  A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan
shall  be  considered  a  Subsidiary  commencing  as  of  such  date.


<PAGE>
                                    EXHIBIT A
                      FORM OF NOTICE OF STOCK OPTION GRANT

                     ULTRACARD, INC. 1998 STOCK OPTION PLAN
                     --------------------------------------

                          Notice of Stock Option Grant

     Name  of  Optionee:                  __________________________________

     Total Number of Shares Granted:      __________________________________

     TYPE  OF  OPTION:                    __________________________________

     EXERCISE  PRICE  PER  SHARE:         __________________________________

     DATE  OF  GRANT:                     __________________________________

     DATE EXERCISABLE:                    This option may be exercised, in whole
                                          or  in  part,  for 100% of the  Shares
                                          subject to this  option  at  any  time
                                          after the Date of Grant.

     VESTING  COMMENCEMENT  DATE:         __________________________________

     VESTING  SCHEDULE:                   The  Right of  Repurchase  shall lapse
                                          with respect to the first [25%] of the
                                          Shares subject to this option when the
                                          Optionee   completes  12   months   of
                                          continuous Service  after  the Vesting
                                          Commencement  Date.   The   Right   of
                                          Repurchase shall lapse with respect to
                                          an  additional [2.083%] of  the Shares
                                          subject   to   this  option  when  the
                                          Optionee  completes   each   month  of
                                          continuous  Service  thereafter.

     EXPIRATION  DATE:                    ___________________________________

By  your  signature and the signature of the Company's representative below, you
and  the  Company  agree  that  this option is granted under and governed by the
terms and conditions of the UltraCard, Inc. 1998 Stock Option Plan and the Stock
Option  Agreement,  both  of  which  are  attached  to  and  made a part of this
document.

             OPTIONEE:                              ULTRACARD, INC.:
     _____________________________        By: ________________________________

                                          Its:________________________________

                                    EXHIBIT B
                                    ---------

                         FORM OF STOCK OPTION AGREEMENT
                         ------------------------------

THE  OPTION  GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE  THEREOF  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  AND  MAY  NOT  BE  SOLD,  PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  THEREOF  UNDER  SUCH  ACT  OR  AN  OPINION  OF COUNSEL,
SATISFACTORY  TO  THE  COMPANY  AND  ITS  COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.

                     ULTRACARD, INC. 1998 STOCK OPTION PLAN:
                             STOCK OPTION AGREEMENT

SECTION  1.   GRANT  OF  OPTION.

          (A)  OPTION.  On  the  terms  and  conditions  set forth in the Notice
of  Stock  Option  Grant  and  this


<PAGE>
Agreement, the Company grants to the Optionee on the Date of Grant the option to
purchase  at  the Exercise Price the number of Shares set forth in the Notice of
Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair
Market  Value  per  Share  on  the  Date  of Grant (110% of Fair Market Value if
Section  3(b)  of  the  Plan applies). This option is intended to be an ISO or a
Nonstatutory  Option,  as  provided  in  the  Notice  of  Stock  Option  Grant.

          (b)     STOCK PLAN AND DEFINED TERMS.  This option is granted pursuant
to  the  Plan,  a  copy of which the Optionee acknowledges having received.  The
provisions  of  the Plan are incorporated into this Agreement by this reference.
Capitalized  terms  are  defined  in  Section  14  of  this  Agreement.

SECTION  2.  RIGHT  TO  EXERCISE.

          (a)     EXERCISABILITY.  Subject  to Subsections (b) and (c) below and
the other conditions set forth in this Agreement, all or part of this option may
be  exercised  prior  to  its  expiration  at the time or times set forth in the
Notice of Stock Option Grant.  Shares purchased by exercising this option may be
subject  to  the  Right  of  Repurchase  under  Section  7.

          (b)     $100,000  LIMITATION.  If  this option is designated as an ISO
in  the Notice of Stock option Grant, then the Optionee's right to exercise this
option shall be deferred to the extent (and only to the extent) that this option
otherwise  would  not  be  treated  as  an  ISO by reason of the $100,000 annual
limitation  under  Section  422(d)  of  the  Code,  except  that:

          (i) The  Optionee's  right to exercise  this option shall in any event
     become  exercisable  at least as rapidly as 20% per year over the five-year
     period  commencing on the Date of Grant,  unless the optionee is an officer
     of the Company, an Outside Director or a Consultant; and

          (ii) The  Optionee's  right to exercise this option shall no longer be
     deferred  if (A) the  Company is subject to a Change in Control  before the
     Optionee's Service terminates, (B) this option does not remain outstanding,
     (C) this option is not assumed by the surviving  corporation  or its parent
     and (D) the  surviving  corporation  or its parent does not  substitute  an
     option with substantially the same terms for this option.

          (c)     STOCKHOLDER  APPROVAL.  If  this  Option  is  ISO,  any  other
provision  of this Agreement notwithstanding, no portion of this option shall be
exercisable  at  any  time  prior  to  the approval of the Plan by the Company's
stockholders.  This  provision  shall  not  apply with respect to the grant of a
Nonstatutory  Option.

SECTION  3.  NO  TRANSFER  OR  ASSIGNMENT  OF  OPTION.

               Except  as  otherwise provided in this Agreement, this option and
the  rights  and  privileges  conferred  hereby  shall  not  be sold, pledged or
otherwise  transferred  (whether by operation of law or otherwise) and shall not
be  subject  to  sale  under  execution,  attachment,  levy  or similar process.

SECTION  4.  EXERCISE  PROCEDURES.

          (a)     NOTICE  OF  EXERCISE.  The  Optionee  or  the  Optionee's
representative  may exercise this option by giving written notice to the Company
pursuant  to  Section  13(c).  The notice shall specify the election to exercise
this  option,  the number of Shares for which it is being exercised and the form
of  payment.  The  notice  shall be signed by the person exercising this option.
In  the  event  that this option is being exercised by the representative of the
Optionee, the notice shall be accompanied by proof (satisfactory to the Company)
of  the  representative's  right  to  exercise this option.  The Optionee or the
Optionee's  representative  shall  deliver to the Company, at the time of giving
the notice, payment in a form permissible under Section 5 for the full amount of
the  Purchase  Price.

          (b)     ISSUANCE  OF  SHARES.  After  receiving  a  proper  notice  of
exercise, the Company shall cause to be issued a certificate or certificates for
the Shares as to which this option has been exercised, registered in the name of
the  person


<PAGE>
exercising  this option (or in the names of such person and his or her spouse as
community  property or as joint tenants with right of survivorship). The Company
shall  cause  such  certificate  or  certificates  to  be deposited in escrow or
delivered  to  or  upon  the  order  of  the  person  exercising  this  option.

          (c)     WITHHOLDING  TAXES.  In  the event that the Company determines
that  it  is  required  to  withhold any tax as a result of the exercise of this
option,  the Optionee, as a condition to the exercise of this option, shall make
arrangements satisfactory to the Company to enable it to satisfy all withholding
requirements.  The  Optionee  shall  also  make arrangements satisfactory to the
Company  to  enable it to satisfy any withholding requirements that may arise in
connection  with  the  vesting  or disposition of Shares purchased by exercising
this  option.

SECTION  5.     PAYMENT  FOR  STOCK.

          (a)     CASH.  All  or  part of the Purchase Price may be paid in cash
or  cash  equivalents.


          (b)     SURRENDER OF STOCK.  All or any part of the Purchase Price may
be  paid  by  surrendering,  or  attesting  to the ownership of, Shares that are
already  owned by the Optionee.  Such Shares shall be surrendered to the Company
in  good form for transfer and shall be valued at their Fair Market Value on the
date when this option is exercised.  The Optionee shall not surrender, or attest
to  the  ownership  of,  Shares  in payment of the Purchase Price if such action
would  cause  the  Company  to  recognize  compensation  expense  (or additional
compensation  expense)  with  respect  to  this  option  for financial reporting
purposes.

          (c)     EXERCISE/SALE.  If  Stock  is  publicly traded, all or part of
the  Purchase  Price and any withholding taxes may be paid by the delivery (on a
form  prescribed  by  the  Company)  of an irrevocable direction to a securities
broker  approved by the Company to sell Shares and to deliver all or part of the
sales  proceeds  to  the  Company.

          (d)     EXERCISE/PLEDGE.  If  Stock is publicly traded, all or part of
the  Purchase  Price and any withholding taxes may be paid by the delivery (on a
form  prescribed by the Company) of an irrevocable direction to pledge Shares to
a  securities  broker or lender approved by the Company, as security for a loan,
and  to  deliver  all  or  part  of  the  loan  proceeds  to  the  Company.

          (e)     PROMISSORY  NOTE.  All  or  part  of the Purchase Price may be
paid  with  a  full-recourse  promissory  note.  However,  the  par value of the
Shares,  if newly issued, shall be paid in cash or cash equivalents.  The Shares
shall  be  pledged  as  security  for  payment  of  the  principal amount of the
promissory note and interest thereon.  The interest rate payable under the terms
of the promissory note shall not be less than the minimum rate (if any) required
to  avoid  the imputation of additional interest under the Code.  Subject to the
foregoing,  the  Board  of  Directors (at its sole discretion) shall specify the
term,  interest rate, amortization requirements (if any) and other provisions of
such  note.

SECTION  6.  TERM  AND  EXPIRATION.

          (a)     BASIC  TERM.  This  option  shall  in  any event expire on the
expiration  date set forth in the Notice of Stock Option Grant, which date is 10
years after the Date of Grant (five years after the Date of Grant if this option
is  designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of
the  Plan  applies).

          (b)     TERMINATION  OF  SERVICE (EXCEPT BY DEATH).  If the Optionee's
Service  terminates  for  any  reason  other  than death, then this option shall
expire  on  the  earliest  of  the  following  occasions:

          (i) The expiration date determined pursuant to Subsection (a) above;

          (ii) The date three months  after the  termination  of the  Optionee's
     Service for any reason other than Disability; or


<PAGE>
          (iii) The date six  months  after the  termination  of the  Optionee's
     Service by reason of Disability.

The  Optionee  may  exercise  all  or part of this option at any time before its
expiration under the preceding sentence, but only to the extent that this option
had  become  exercisable  for  vested  shares  before  the  Optionee's  Service
terminated.  When  the  Optionee's  Service terminates, this option shall expire
immediately  with  respect  to the number of Shares for which this option is not
yet  exercisable  and  with respect to any Restricted Shares.  In the event that
the Optionee dies after termination of Service but before the expiration of this
option, all or part of this option may be exercised (prior to expiration) by the
executors  or  administrators  of the Optionee's estate or by any person who has
acquired  this  option  directly  from  the Optionee by beneficiary designation,
bequest  or  inheritance,  but  only  to  the extent that this option had become
exercisable  before  the  Optionee's  Service  terminated.

          (c)     DEATH OF THE OPTIONEE.  If the Optionee dies while in Service,
then  this  option  shall  expire  on  the  earlier  of  the  following  dates:

          (i)     The expiration date determined pursuant to Subsection (a)
above;  or

          (ii)    The  date  12  months  after  the  Optionee's  death.

All  or  part  of this option may be exercised at any time before its expiration
under  the  preceding  sentence  by  the  executors  or  administrators  of  the
Optionee's  estate  or  by any person who has acquired this option directly from
the Optionee by beneficiary designation, bequest or inheritance, but only to the
extent  that  this  option  had  become exercisable before the Optionee's death.
When the Optionee dies, this option shall expire immediately with respect to the
number  of  Shares for which this option is not yet exercisable and with respect
to  any  Restricted  Shares.

          (d)     LEAVES  OF  ABSENCE.  For  any  purpose  under this Agreement,
Service  shall  be deemed to continue while the Optionee is on a bona fide leave
of  absence,  if  such  leave  was  approved  by  the  Company in writing and if
continued  crediting  of  Service  for such purpose is expressly required by the
terms  of  such  leave  or  by  applicable  law  (as determined by the Company).

          (e)     NOTICE CONCERNING ISO TREATMENT.  If this option is designated
as  an  ISO  in  the  Notice  of  Stock  Option  Grant, it ceases to qualify for
favorable  tax  treatment  as an ISO to the extent it is exercised (i) more than
three months after the date the Optionee ceases to be an Employee for any reason
other  than  death  or  permanent  and  total  disability (as defined in Section
22(e)(3)  of  the  Code),  (ii)  more than 12 months after the date the Optionee
ceases  to  be  an  Employee by reason of such permanent and total disability or
(iii)  after  the Optionee has been on a leave of absence for more than 90 days,
unless  the  Optionee's  reemployment  rights  are  guaranteed  by statute or by
contract.

SECTION  7.  RIGHT  OF  REPURCHASE.

          (a)     SCOPE  OF REPURCHASE RIGHT.  Unless they have become vested in
accordance  with  the Notice of Stock Option Grant and Subsection (c) below, the
Shares  acquired  under  this Agreement initially shall be Restricted Shares and
shall  be  subject  to  a  right  (but  not  an obligation) of repurchase by the
Company.  The Optionee shall not transfer, assign, encumber or otherwise dispose
of  any  Restricted  Shares,  except as provided in the following sentence.  The
Optionee  may transfer Restricted Shares (i) by beneficiary designation, will or
intestate succession or (ii) to the Optionee's spouse, children or grandchildren
or to a trust established by the Optionee for the benefit of the Optionee or the
Optionee's  spouse,  children or grandchildren, provided in either case that the
Transferee  agrees in writing on a form prescribed by the Company to be bound by
all  provisions  of  this  Agreement.  If  the Optionee transfers any Restricted
Shares,  then this Section 7 shall apply to the Transferee to the same extent as
to  the  Optionee.

          (b)     CONDITION  PRECEDENT  TO  EXERCISE.  The  Right  of Repurchase
shall  be  exercisable  with  respect  to  any Restricted Shares only during the
60-day  period  next  following  the  later  of:

          (i) The date when the  Optionee's  Service  terminates for any reason,
     with or without cause, including


<PAGE>
     (without  limitation)  death  or  disability,  or

          (ii) The date  when  such  Restricted  Shares  were  purchased  by the
     Optionee,  the executors or  administrators of the Optionee's estate or any
     person who has acquired this option  directly from the Optionee by bequest,
     inheritance or beneficiary designation.

          (c)     LAPSE  OF  REPURCHASE  RIGHT.  The  Right  of Repurchase shall
lapse  with  respect to the Shares subject to this option in accordance with the
vesting  schedule  set  forth in the Notice of Stock Option Grant.  In addition,
the  Right  of Repurchase shall lapse and all of the remaining Restricted Shares
shall  become vested if (i) the Company is subject to a Change in Control before
the  Optionee's  Service  terminates  and  (ii)  the  Right of Repurchase is not
assigned to the entity that employs the Optionee immediately after the Change in
Control  or  to  its  parent  or  subsidiary.

          (d)     REPURCHASE  COST.  If  the  Company  exercises  the  Right  of
Repurchase,  it shall pay the Optionee an amount equal to the Exercise Price for
each  of  the  Restricted  Shares  being  repurchased.

          (e)     EXERCISE  OF  REPURCHASE RIGHT.  The Right of Repurchase shall
be  exercisable  only  by  written notice delivered to the Optionee prior to the
expiration  of  the 60-day period specified in Subsection (b) above.  The notice
shall  set  forth  the  date on which the repurchase is to be effected Such date
shall not be more than 30 days after the date of the notice.  The certificate(s)
representing  the  Restricted Shares to be repurchased shall, prior to the close
of  business  on  the  date  specified  for  the repurchase, be delivered to the
Company  properly  endorsed  for transfer.  The Company shall, concurrently with
the  receipt  of  such  certificate(s),  pay  to the Optionee the purchase price
determined  according to Subsection (d) above.  Payment shall be made in cash or
cash  equivalents  or  by  canceling indebtedness to the Company incurred by the
Optionee  in  the  purchase  of  the Restricted Shares.  The Right of Repurchase
shall  terminate with respect to any Restricted Shares for which it has not been
timely  exercised  pursuant  to  this  Subsection  (e).

          (f)     ADDITIONAL  SHARES OR SUBSTITUTED SECURITIES.  In the event of
the  declaration  of  a  stock  dividend,  the  declaration  of an extraordinary
dividend  payable  in  a  form  other  than stock, a spin-off, a stock split, an
adjustment  in  conversion  ratio,  a  recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
any new, substituted or additional securities or other property (including money
paid  other  than  as  an  ordinary  cash  dividend) which are by reason of such
transaction distributed with respect to any Restricted Shares or into which such
Restricted Shares thereby become convertible shall immediately be subject to the
Right  of  Repurchase.  Appropriate  adjustments  to reflect the distribution of
such  securities  or  property  shall  be made to the number and/or class of the
Restricted  Shares.  Appropriate  adjustments  shall  also,  after  each  such
transaction,  be made to the price per share to be paid upon the exercise of the
Right  of Repurchase in order to reflect any change in the Company's outstanding
securities  effected  without  receipt  of  consideration  therefor;  provided,
however,  that  the  aggregate  purchase price payable for the Restricted Shares
shall  remain  the  same.

          (g)     TERMINATION  OF  RIGHTS  AS STOCKHOLDER.  If the Company makes
available,  at  the  time  and place and in the amount and form provided in this
Agreement,  the  consideration  for  the  Restricted Shares to be repurchased in
accordance  with  this Section 7, then after such time the person from whom such
Restricted  Shares  are  to  be repurchased shall no longer have any rights as a
holder  of  such  Restricted  Shares (other than the right to receive payment of
such  consideration  in accordance with this Agreement).  Such Restricted Shares
shall  be  deemed  to  have  been  repurchased in accordance with the applicable
provisions  hereof,  whether  or  not  the  certificate(s)  therefor  have  been
delivered  as  required  by  this  Agreement.

          (h)     ESCROW.  Upon issuance, the certificates for Restricted Shares
shall  be deposited in escrow with the Company to be held in accordance with the
provisions  of this Agreement.  Any new, substituted or additional securities or
other  property described in Subsection (f) above shall immediately be delivered
to  the  Company  to be held in escrow, but only to the extent the Shares are at
the time Restricted Shares.  All regular cash dividends on Restricted Shares (or
other  securities  at  the  time  held  in escrow) shall be paid directly to the
Optionee  and shall not be held in escrow.  Restricted Shares, together with any
other assets or securities held in escrow hereunder, shall be (i) surrendered to
the  Company  for repurchase and cancellation upon the Company's exercise of its
Right  of  Repurchase  or  Right  of  First


<PAGE>
Refusal  or  (ii)  released  to  the Optionee upon the Optionee's request to the
extent  the Shares are no longer Restricted Shares (but not more frequently than
once  every  six  months).  In  any event, all Shares which have vested (and any
other  vested  assets  and  securities  attributable  thereto) shall be released
within  60  days after the earlier of (i) the Optionee's cessation of Service or
(ii)  the  lapse  of  the  Right  of  First  Refusal.

SECTION  8.  RIGHT  OF  FIRST  REFUSAL.

          (a)     RIGHT  OF  FIRST  REFUSAL.  In  the  event  that  the Optionee
proposes  to  sell,  pledge  or  otherwise  transfer to a third party any Shares
acquired under this Agreement, or any interest in such Shares, the Company shall
have  the  Right of First Refusal with respect to all (and not less than all) of
such  Shares.  If  the  Optionee  desires to transfer Shares acquired under this
Agreement,  the  Optionee  shall  give  a written Transfer Notice to the Company
describing  fully the proposed transfer, including the number of Shares proposed
to  be  transferred,  the  proposed  transfer price, the name and address of the
proposed Transferee and proof satisfactory to the Company that the proposed sale
or  transfer  will  not violate any applicable federal or state securities laws.
The  Transfer  Notice  shall  be signed both by the Optionee and by the proposed
Transferee  and  must  constitute  a  binding  commitment of both parties to the
transfer  of  the Shares.  The Company shall have the right to purchase all, and
not  less  than all, of the Shares on the terms of the proposal described in the
Transfer  Notice  (subject, however, to any change in such terms permitted under
Subsection  (b) below) by delivery of a notice of exercise of the Right of First
Refusal  within  30 days after the date when the Transfer Notice was received by
the  Company.  The  Company's  rights  under this Subsection (a) shall be freely
assignable,  in  whole  or  in  part.

          (b)     TRANSFER  OF  SHARES.  If  the  Company  fails to exercise its
Right  of  First  Refusal  within  30  days  after the date when it received the
Transfer  Notice,  the Optionee may, not later than 90 days following receipt of
the Transfer Notice by the Company, conclude a transfer of the Shares subject to
the  Transfer  Notice  on  the  terms  and  conditions described in the Transfer
Notice,  provided  that  any  such  sale  is  made in compliance with applicable
federal  and state securities laws and not in violation of any other contractual
restrictions to which the Optionee is bound.  Any proposed transfer on terms and
conditions different from those described in the Transfer Notice, as well as any
subsequent  proposed  transfer  by  the  Optionee, shall again be subject to the
Right of First Refusal and shall require compliance with the procedure described
in  Subsection  (a) above.  If the Company exercises its Right of First Refusal,
the  parties  shall  consummate the sale of the Shares on the terms set forth in
the  Transfer Notice within 60 days after the date when the Company received the
Transfer  Notice (or within such longer period as may have been specified in the
Transfer  Notice);  provided,  however,  that  in  the event the Transfer Notice
provided that payment for the Shares was to be made in a form other than cash or
cash equivalents paid at the time of transfer, the Company shall have the option
of  paying  for  the  Shares  with cash or cash equivalents equal to the present
value  of  the  consideration  described  in  the  Transfer  Notice.

          (c)     ADDITIONAL  SHARES OR SUBSTITUTED SECURITIES.  In the event of
the  declaration  of  a  stock  dividend,  the  declaration  of an extraordinary
dividend  payable  in  a  form  other  than stock, a spin-off, a stock split, an
adjustment  in  conversion  ratio,  a  recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
any new, substituted or additional securities or other property (including money
paid  other  than  as  an  ordinary  cash  dividend) which are by reason of such
transaction  distributed with respect to any Shares subject to this Section 8 or
into  which  such Shares thereby become convertible shall immediately be subject
to  this Section 8.  Appropriate adjustments to reflect the distribution of such
securities  or  property  shall be made to the number and/or class of the Shares
subject  to  this  Section  8.

          (d)     TERMINATION OF RIGHT OF FIRST REFUSAL.  Any other provision of
this  Section 8 notwithstanding, in the event that the Stock is readily tradable
on  an  established  securities  market  when  the  Optionee desires to transfer
Shares, the Company shall have no Right of First Refusal, and the Optionee shall
have  no  obligation to comply with the procedures prescribed by Subsections (a)
and  (b)  above.

          (e)     PERMITTED  TRANSFERS.  This Section 8 shall not apply to (i) a
transfer  by  beneficiary  designation,  will  or intestate succession or (ii) a
transfer  to  the  Optionee's  spouse,  children  or grandchildren or to a trust
established  by  the  Optionee for the benefit of the Optionee or the Optionee's
spouse,  children  or grandchildren, provided in either case that the Transferee
agrees  in  writing  on  a  form  prescribed  by  the Company to be bound by all
provisions  of  this  Agreement.


<PAGE>
If the Optionee transfers any Shares acquired under this Agreement, either under
this  Subsection  (e)  or  after the Company has failed to exercise the Right of
First  Refusal,  then  this  Section 8 shall apply to the Transferee to the same
extent  as  to  the  Optionee.

          (f)     TERMINATION  OF  RIGHTS  AS STOCKHOLDER.  If the Company makes
available,  at  the  time  and place and in the amount and form provided in this
Agreement,  the  consideration for the Shares to be purchased in accordance with
this  Section 8, then after such time the person from whom such Shares are to be
purchased shall no longer have any rights as a holder of such Shares (other than
the  right  to  receive  payment  of  such consideration in accordance with this
Agreement).  Such  Shares  shall  be deemed to have been purchased in accordance
with  the  applicable  provisions  hereof,  whether  or  not  the certificate(s)
therefor  have  been  delivered  as  required  by  this  Agreement.

SECTION  9.     LEGALITY  OF  INITIAL  ISSUANCE.

               No Shares shall be issued upon the exercise of this option unless
and  until  the  Company  has  determined  that:

          (a)     It  and  the  Optionee  have  taken  any  actions  required to
register the Shares under the Securities Act or to perfect an exemption from the
registration  requirements  thereof;

          (b)     Any  applicable  listing  requirement of any stock exchange or
other  securities  market  on  which  Stock  is  listed  has been satisfied; and

          (c)     Any  other  applicable  provision  of state or federal law has
been  satisfied.

SECTION  10.   NO  REGISTRATION  RIGHTS.

               The  Company  may,  but  shall  not  be obligated to, register or
qualify the sale of Shares under the Securities Act or any other applicable law.
The  Company  shall  not be obligated to take any affirmative action in order to
cause  the  sale  of  Shares  under  this  Agreement  to  comply  with  any law.

SECTION  11.   RESTRICTIONS  ON  TRANSFER.

          (a)     SECURITIES  LAW  RESTRICTIONS.  Regardless  of  whether  the
offering  and  sale  of  Shares  under  the  Plan have been registered under the
Securities Act or have been registered or qualified under the securities laws of
any  state, the Company at its discretion may impose restrictions upon the sale,
pledge  or other transfer of such Shares (including the placement of appropriate
legends  on  stock certificates or the imposition of stop-transfer instructions)
if, in the judgment of the Company, such restrictions are necessary or desirable
in  order  to achieve compliance with the Securities Act, the securities laws of
any  state  or  any  other  law.

          (b)     MARKET  STAND-OFF.  In connection with any underwritten public
offering  by  the  Company  of  its  equity  securities pursuant to an effective
registration  statement  filed under the Securities Act, including the Company's
initial  public  offering,  the  Optionee shall not 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, or agree to
engage in any of the foregoing transactions with respect to, any Shares acquired
under  this  Agreement  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 such underwriters.  In no event, however,
shall  such  period  exceed  180  days.  The Market Stand-Off shall in any event
terminate two years after the date of the Company's initial public offering.  In
the  event of the declaration of a stock dividend, a spin-off, a stock split, an
adjustment  in  conversion  ratio,  a  recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
any  new,  substituted  or  additional  securities  which  are by reason of such
transaction  distributed  with  respect  to  any  Shares  subject  to the Market
Stand-Off,  or  into  which  such  Shares  thereby  become  convertible,  shall
immediately  be


<PAGE>
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 Shares
acquired  under this Agreement until the end of the applicable stand-off period.
The  Company's underwriters shall be beneficiaries of the agreement set forth in
this  Subsection  (b).  This Subsection (b) shall not apply to Shares registered
in  the  public  offering  under  the  Securities Act, and the Optionee shall be
subject to this Subsection (b) only if the directors and officers of the Company
are  subject  to  similar  arrangements.

          (c)     INVESTMENT  INTENT  AT  GRANT.  The  Optionee  represents  and
agrees  that  the  Shares  to  be  acquired  upon exercising this option will be
acquired  for  investment,  and  not  with  a  view  to the sale or distribution
thereof.

          (d)     INVESTMENT  INTENT AT EXERCISE.  In the event that the sale of
Shares  under  the  Plan  is  not  registered  under  the  Securities Act but an
exemption  is  available  which  requires  an investment representation or other
representation,  the  Optionee shall represent and agree at the time of exercise
that  the  Shares  being acquired upon exercising this option are being acquired
for  investment,  and  not  with a view to the sale or distribution thereof, and
shall  make such other representations as are deemed necessary or appropriate by
the  Company  and  its  counsel.

          (e)     LEGENDS.  All  certificates  evidencing Shares purchased under
this  Agreement  shall  bear  the  following  legend:

     "THE  SHARES  REPRESENTED  HEREBY MAY NOT BE SOLD,  ASSIGNED,  TRANSFERRED,
     ENCUMBERED  OR IN ANY MANNER  DISPOSED OF,  EXCEPT IN  COMPLIANCE  WITH THE
     TERMS OF A WRITTEN  AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER
     OF THE  SHARES  (OR  THE  PREDECESSOR  IN  INTEREST  TO THE  SHARES).  SUCH
     AGREEMENT  GRANTS TO THE COMPANY  CERTAIN  RIGHTS OF FIRST  REFUSAL UPON AN
     ATTEMPTED  TRANSFER  OF THE  SHARES  AND  CERTAIN  REPURCHASE  RIGHTS  UPON
     TERMINATION OF SERVICE WITH THE COMPANY.  THE SECRETARY OF THE COMPANY WILL
     UPON WRITTEN  REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF
     WITHOUT CHARGE."

All  certificates  evidencing  Shares  purchased  under  this  Agreement  in  an
unregistered  transaction  shall  bear  the  following  legend  (and  such other
restrictive  legends as are required or deemed advisable under the provisions of
any  applicable  law):

     "THE  SHARES   REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
     SECURITIES  ACT OF  1933,  AS  AMENDED,  AND MAY NOT BE SOLD,  PLEDGED,  OR
     OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION THEREOF UNDER SUCH
     ACT OR AN OPINION OF COUNSEL,  SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
     THAT SUCH REGISTRATION IS NOT REQUIRED."

          (f)     REMOVAL OF LEGENDS.  If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this  Agreement  is  no longer required, the holder of such certificate shall be
entitled  to  exchange  such certificate for a certificate representing the same
number  of  Shares  but  without  such  legend.

          (g)     ADMINISTRATION.  Any  determination  by  the  Company  and its
counsel in connection with any of the matters set forth in this Section 11 shall
be  conclusive  and  binding  on  the  Optionee  and  all  other  persons.

SECTION  12.   ADJUSTMENT  OF  SHARES.

               In  the event of any transaction described in Section 8(a) of the
Plan,  the  terms  of  this option (including without limitation, the number and
kind  of Shares subject to this option and the Exercise Price) shall be adjusted
as  set  forth  in Section 8(a) of the Plan.  In the event that the Company is a
party  to  a  merger  or  consolidation,  this  option  shall  be subject to the
agreement  of  merger or consolidation, as provided in Section 8(b) of the Plan.


<PAGE>
SECTION  13.   MISCELLANEOUS  PROVISIONS.

          (a)     RIGHTS  AS  A  STOCKHOLDER.  Neither  the  Optionee  nor  the
Optionee's representative shall have any rights as a stockholder with respect to
any  Shares  subject  to  this  option  until  the  Optionee  or  the Optionee's
representative  becomes  entitled  to  receive such Shares by filing a notice of
exercise  and  paying  the  Purchase  Price  pursuant  to  Sections  4  and  5.

          (b)     NO  RETENTION  RIGHTS.  Nothing  in this option or in the Plan
shall  confer  upon the Optionee any right to continue in Service for any period
of  specific  duration  or  interfere  with or otherwise restrict in any way the
rights  of  the  Company (or any Parent or Subsidiary employing or retaining the
Optionee)  or  of  the  Optionee,  which rights are hereby expressly reserved by
each,  to  terminate  his or her Service at any time and for any reason, with or
without  cause.

          (c)     NOTICE.  Any  notice  required  by the terms of this Agreement
shall  be  given in writing and shall be deemed effective upon personal delivery
or  upon  deposit  with  the  United  States  Postal  Service,  by registered or
certified  mail,  with postage and fees prepaid Notice shall be addressed to the
Company  at  its  principal  executive office and to the Optionee at the address
that  he  or  she  most  recently  provided  to  the  Company.

          (d)     ENTIRE  AGREEMENT.  The  Notice  of  Stock  Option Grant, this
Agreement and the Plan constitute the entire contract between the parties hereto
with  regard to the subject matter hereof.  They supersede any other agreements,
representations  or  understandings (whether oral or written and whether express
or  implied)  which  relate  to  the  subject  matter  hereof.

          (e)     CHOICE  OF  LAW.  This  Agreement  shall  be  governed by, and
construed  in accordance with, the laws of the State of Nevada, as such laws are
applied  to  contracts  entered  into  and  performed  in  such  State.

SECTION  14.   DEFINITIONS.

          (a)     "AGREEMENT"  shall  mean  this  Stock  Option  Agreement.

          (b)     "BOARD  OF DIRECTORS" shall mean the Board of Directors of the
Company, as constituted from time to time or, if a Committee has been appointed,
such  Committee.

          (c)     "CHANGE  IN  CONTROL"  shall  mean:

          (i) The  consummation of a merger or consolidation of the Company with
     or into another entity or any other  corporate  reorganization,  if persons
     who were not stockholders of the Company  immediately prior to such merger,
     consolidation or other  reorganization  own immediately  after such merger,
     consolidation  or other  reorganization  50% or more of the voting power of
     the  outstanding  securities  of each of (A) the  continuing  or  surviving
     entity and (B) any direct or indirect parent corporation of such continuing
     or surviving entity; or

          (ii) The sale,  transfer or other  disposition of all or substantially
     all of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change  the  state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the  Company's  securities  immediately  before  such  transaction.

          (d)     "CODE"  shall  mean  the  Internal  Revenue  Code  of 1986, as
amended.

          (e)     "COMMITTEE"  shall mean a committee of the Board of Directors,
as  described  in  Section  2  of  the  Plan.

          (f)     "COMPANY"  shall  mean  ULTRACARD, INC., a Nevada corporation.


<PAGE>
          (g)     "CONSULTANT"  shall  mean  a  person  who  performs  bona fide
services  for  the Company, a Parent or a Subsidiary as a consultant or advisor,
excluding  Employees  and  Outside  Directors.

          (h)     "DATE OF GRANT" shall mean the date specified in the Notice of
Stock  Option  Grant, which date shall be the later of (i) the date on which the
Board  of  Directors  resolved to grant this option or (ii) the first day of the
Optionee's  Service.

          (i)     "DISABILITY"  shall mean that the Optionee is unable to engage
in  any  substantial  gainful  activity  by reason of any medically determinable
physical  or  mental  impairment.

          (j)     "EMPLOYEE"  shall  mean  any  individual  who  is a common-law
employee  of  the  Company,  a  Parent  or  a  Subsidiary.

          (k)     "EXERCISE PRICE" shall mean the amount for which one Share may
be  purchased  upon exercise of this option, as specified in the Notice of Stock
Option  Grant.

          (l)     "FAIR  MARKET  VALUE"  shall  mean  the fair market value of a
Share,  as  determined  by  the  Board  of  Directors  in  good  faith.  Such
determination  shall  be  conclusive  and  binding  on  all  persons.

          (m)     "ISO"  shall mean an employee incentive stock option described
in  Section  422(b)  of  the  Code.

          (n)     "NONSTATUTORY  OPTION" shall mean a stock option not described
in  Sections  422(b)  or  423(b)  of  the  Code.

          (o)     "NOTICE  OF  STOCK  OPTION  GRANT"  shall mean the document so
entitled  to  which  this  Agreement  is  attached.

          (p)     "OPTIONEE"  shall  mean  the individual named in the Notice of
Stock  Option  Grant.

          (q)     "OUTSIDE  DIRECTOR"  shall  mean  a  member  of  the  Board of
Directors  who  is  not  an  Employee.

          (r)     "PARENT"  shall  mean any corporation (other than the Company)
in  an  unbroken  chain  of corporations ending with the Company, if each of the
corporations  other  than  the  Company owns stock possessing 50% or more of the
total  combined  voting  power  of  all  classes  of  stock  in one of the other
corporations  in  such  chain.

          (s)     "PLAN" shall mean the ULTRACARD, INC.  1998 Stock Option Plan,
as  in  effect  on  the  Date  of  Grant.

          (t)     "PURCHASE  PRICE"  shall mean the Exercise Price multiplied by
the  number  of  Shares  with  respect  to which this option is being exercised.

          (u)     "RESTRICTED  SHARE"  shall mean a Share that is subject to the
Right  of  Repurchase.

          (v)     "RIGHT  OF  FIRST  REFUSAL"  shall mean the Company's right of
first  refusal  described  in  Section  8.

          (w)     "RIGHT  OF  REPURCHASE"  shall  mean  the  Company's  right of
repurchase  described  in  Section  7.

          (x)     "SECURITIES  ACT"  shall  mean  the Securities Act of 1933, as
amended.

          (y)     "SERVICE"  shall mean service as an Employee, Outside Director
or  Consultant.

          (z)     "SHARE"  shall  mean  one  share  of  Stock  as  adjusted  in
accordance  with  Section  8  of  the  Plan  (if applicable).


<PAGE>
          (aa)     "STOCK"  shall  mean  the Common Stock of the Company, with a
par  value  of  $0.001  per  Share.

          (bb)     "SUBSIDIARY"  shall  mean  any  corporation  (other  than the
Company)  in  an  unbroken  chain of corporations beginning with the Company, if
each  of  the corporations other than the last corporation in the unbroken chain
owns  stock  possessing  50%  or  more of the total combined voting power of all
classes  of  stock  in  one  of  the  other  corporations  in  such  chain.

          (cc)     "TRANSFEREE"  shall  mean any person to whom the Optionee has
directly  or  indirectly  transferred  any  Share acquired under this Agreement.

          (dd)     "TRANSFER  NOTICE"  shall  mean  the  notice  of  a  proposed
transfer  of  Shares  described  in  Section  8.


<PAGE>
                                   EXHIBIT B-2

                                CONSENT OF SPOUSE


                                   EXHIBIT "C"

                     FORM OF PROMISSORY NOTE (SECTION 7 (D))

     For  value  received,_________  ,  promises to pay to UltraCard, Inc.  (the
"Company"),  a  Nevada corporation at 1550 S.  Bascom Ave., Ste.  100, Campbell,
CA  95008, the sum of _______________________($___ ) on________________(the "Due
Date").  Such principal sum shall bear interest from the date hereof at the rate
of  prime  plus  one  percent (currently__ %) per annum (the "Note Rate") on the
unpaid  balance of this Note compounded monthly.  The entire outstanding balance
of principal and accrued but unpaid interest shall be due and payable on the Due
Date.

     Each payment shall be credited first on interest then due and the remainder
on  principal.  Should all principal and accrued interest not be paid in full on
the  Due  Date,  the undersigned agrees to pay interest on such sum at an annual
rate  (the  "Default  Rate")  of five (5%) in excess of the Note Rate compounded
monthly,  from the Due Date until the undersigned pays in full all principal and
accrued  and  unpaid  interest  due  under  this  Note.

     The Company may at its option accelerate, in whole or in part, the maturity
of  the  outstanding principal balance due on this Note and any accrued interest
thereon  upon  the  occurrence  of  any  of  the  following  events:

     (1)  The termination of employment  between the undersigned and the Company
          (or any present or future parent and/or subsidiary  corporation of the
          Company) for any reason, or no reason, with or without cause.

     (2)  A default  in the  payment  of any  installment  of  principal  and/or
          interest when due.

     (3)  A sale or attempted  sale of the Pledged  Stock (as defined  below) by
          the undersigned.

     (4)  If the undersigned shall make a general  assignment for the benefit of
          creditors or shall admit in writing  his/her  inability to pay his/her
          debts as they  become  due,  or shall  file a  voluntary  petition  in
          bankruptcy,  or shall be adjudicated a bankrupt or insolvent, or shall
          file any  petition  or answer  seeking  for  himself  or  herself,  or
          consenting to, or  acquiescing  in, any  reorganization,  arrangement,
          composition, readjustment,  liquidation, dissolution or similar relief
          under any present or future statute, law or regulation,  or shall file
          an answer or other


<PAGE>
          pleading  admitting  or shall  fail to deny or  contest  the  material
          allegations  of a  petition  filed  against  him or  her  in any  such
          proceeding,  or  shall  seek,  or  consent  to or  acquiesce  in,  the
          appointment of any trustee,  receiver or liquidator of the undersigned
          or any part of his or her property.

     (5)  Any failure by the undersigned to perform,  comply with or observe any
          of the  terms,  covenants,  and  provisions  of the  Pledge  Agreement
          (defined below), and such failure shall continue uncured for more than
          thirty  (30) days after the date of written  notice  thereof  from the
          Company to the undersigned at the address for notices set forth in the
          Pledge Agreement.

     (6)  Any  representation  or warranty made by the undersigned in the Pledge
          Agreement  shall  prove  to be  false or  misleading  in any  material
          respect on the date as of which the same was made or thereafter.

     (7)  Such  acceleration  as may be reasonably  necessary for the Company to
          comply with any regulations promulgated by any Federal, state or local
          government or regulatory agency.

     The  undersigned  waives  demand, presentment, notice of protest, notice of
demand, dishonor, diligence in collection and notices of intention to accelerate
maturity.  Any such acceleration may be automatically effected by the Company by
making an entry to such effect in its records, in which event the unpaid balance
on  this Note shall become immediately due and payable without demand or notice.

     Principal  and interest are payable in lawful money of the United States of
America.  The  undersigned may prepay an amount due hereunder without premium or
penalty  at  any  time.

     In  the  event  the  Company  incurs  any costs or fees in order to enforce
payment  of  this  Note or any portion thereof, the undersigned agrees to pay to
the Company, in addition to such amounts as are owed pursuant to this Note, such
costs  and  fees,  including,  without limitation, a reasonable sum for attorney
fees.

     As  security for the full and timely payment of amounts due under this Note
and  the  performance  of by the undersigned of all other obligations hereunder,
the  undersigned has executed a Stock Pledge Agreement (the "Pledge Agreement"),
attached  hereto as Exhibit A, pursuant to which the undersigned has pledged and
granted  to  the  Company  a  security interest in those shares of the Company's
Common Stock (the "Pledged Stock") purchased by the undersigned as provided that
certain Notice of Exercise of Option, pursuant to the UltraCard, Inc. 1998 Stock
Option  Plan,  dated  September  30,  1998,  and  previously  delivered  by  the
undersigned  to  the  Company.

     Notwithstanding  the  pledge  of  the  Pledged  Stock  the  undersigned
acknowledges  that this Note is a full recourse note and that the undersigned is
liable for the full payment of this Note without regard to the value at any time
or  from  time  to time of the Pledged Stock. In the event of any default in the
payment  of  this  Note,  the  Company  shall  have and may exercise any and all
remedies  of  a  secured party under the Nevada Uniform Commercial Code, and any
other  remedies available at law or in equity with respect to the Pledged Stock.

     As  used  herein,  the  undersigned  includes  the  successors, assigns and
distributees  of  the  undersigned.  As  used  herein,  the Company includes the
successors,  assigns  and  distributees of the Company, as well as the Holder in
due  course  of  this  Note.


<PAGE>
This  Note  is  made under and shall be construed in accordance with the laws of
the  State  of Nevada, without regard to the conflict of law provisions thereof.

     Signature:_____________________

     Date:__________________________

     Print Name:____________________

     Address:_______________________

             _______________________

             _______________________


<PAGE>
                     EXHIBIT A (TO FORM OF PROMISSORY NOTE)

                         FORM OF STOCK PLEDGE AGREEMENT

          THIS  PLEDGE  AGREEMENT ("Agreement"), made this ____ day of ________,
______,  by______________  ,  ("Pledgor" ) in favor of ULTRACARD, INC., a Nevada
corporation  (the  "Company").

                                   RECITALS:

          In  connection  with the exercise by Pledgor of his option to purchase
the Stock (as defined below), pursuant to the UltraCard, Inc.  1998 Stock Option
Plan,  and  to pay the purchase price for the Stock by delivering to the Company
the  Note  (as  defined  below),  Pledgor  has agreed to pledge the Stock to the
Company as security for the performance of Pledgor's obligations under said Note
and  under  this  Agreement.

          NOW,  THEREFORE,  Pledgor  agrees  with  the  Company  as  follows:

                                   SECTION  1

                                   DEFINITIONS

          1.1 "Liabilities" shall mean each and all of Pledgor's liabilities and
obligations  under  the  Note.

          1.2 "Note" refers to the promissory note dated the date hereof, in the
principal  amount  of  __________________________________($_____  )  executed by
Pledgor  in  favor  of  the  Company.

          1.3  "Stock"  shall  mean_______________________________     (_______)
shares  of common stock par value $0.001 per share, of UltraCard, Inc., a Nevada
corporation.

                                   SECTION  2

                         REPRESENTATIONS  AND  WARRANTIES

          Pledgor  represents  and  warrants  to the Company that this Agreement
constitutes  the  legal,  valid and binding obligation of Pledgor, in accordance
with  the  terms  hereof, and Pledgor has good and lawful right and authority to
execute  the  pledge  provided  for  herein  and  to  pledge  the  Stock

                                   SECTION  3

                            PLEDGE  OF  STOCK,  ETC.

          As security and collateral for the payment when and as due and payable
of  all  and  any of the Liabilities, and for the due performance and compliance
with  by Pledgor with all of the terms and provisions of this Agreement, Pledgor
delivers,  sets  over,  transfers,  pledges,  grants  a security interest in and
assigns  to the Company all of his right, title and interest in and to the Stock
(certificates  therefor,  accompanied  by stock powers duly executed in blank by
Pledgor,  shall be delivered to the Company), to be held by the Company upon the
terms  and  conditions  set  forth  in  this  Agreement.


<PAGE>
                                   SECTION  4

                                 VOTING,  ETC.

          Unless  an  Event  of  Default  shall have occurred and be continuing,
Pledgor  shall be entitled to vote his shares of the Stock and to give consents,
waivers  and  ratification's  in respect thereof, provided that no vote shall be
cast  or  consent,  waiver  or  ratification  given  or action taken which would
violate  or  not  comply with any of the terms and provisions of this Agreement.
All  such  rights  of  Pledgor  to  vote  and  to  give  consents,  waivers  and
ratification's  shall  cease  in  case  an  Event  of Default shall occur and be
continuing,  if there shall have occurred an Event of Default, Pledgor grants to
the Company an irrevocable proxy coupled with an interest for the Stock pursuant
to  which  proxy  the  Company  shall  be  entitled  to  vote  or consent in its
discretion  and  in  such  event  Pledgor  agrees to deliver to the Company such
further  evidence  of  such  proxy  as  the  Company  may  reasonably  request.

                                   SECTION  5

                    DIVIDENDS  AND  OTHER  DISTRIBUTIONS

          Unless  an  Event of Default shall have occurred and be continuing all
cash  dividends  payable  in  respect  of  the  Stock  shall be paid to Pledgor.

                                   SECTION  6

                              EVENTS  OF  DEFAULT

          The  occurrence  of any one or more of the following events (sometimes
referred  to  as  "Events  of  Default")  shall  constitute a default under this
Agreement,  and  all  such  Events  of Default are individually and collectively
included  in  the  term  "Default"  as  used  herein:

          a.  If  any  representation  or  warranty made herein by Pledgor shall
prove  to be false or misleading in any material respect on the date as of which
the  same  was  made  or  thereafter;  or

          b.  If  Pledgor shall fail to duly perform, comply with or observe any
of the terms, covenants and provisions of this Agreement, and such failure shall
continue uncured for more than thirty (30) days after the date of written notice
thereof  from  the  Company  to  Pledgor;  or

          c.  If  there  shall  exist  a  default  or an event of default in the
payment  or performance of any of the Liabilities or an event which, upon notice
or  lapse  of time, or both, would constitute such a default or such an event of
default,  or  both;  or

          d.  If  Pledgor  shall  make  a  general assignment for the benefit of
creditors  or  shall  admit  in  writing  its inability to pay its debts as they
become  due,  or  shall  file  a  voluntary  petition in bankruptcy, or shall be
adjudicated  a  bankrupt  or  insolvent,  or  shall  file any petition or answer
seeking  for  itself,  or  consenting to, or acquiescing in, any reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief  under any present or future statute, law or regulation, or shall file an
answer or other pleading admitting or shall fail to deny or contest the material
allegations  of  a  petition  filed  against it in any such proceeding, or shall
seek, or consent to or acquiesce in, the appointment of any trustee, receiver or
liquidator  of  Pledgor  or  any  part  of  his  property.

                                   SECTION  7

                              REMEDIES  UPON  DEFAULT

          In  case an event of Default shall have occurred and be continuing the
Company  shall  be  entitled  to exercise all of the rights, powers and remedies
(whether  vested  in  it  by  this  Agreement  or by law or otherwise including,
without  limitation, those of a secured party under the Uniform Commercial Code)
for  the  protection  and enforcement of its rights in respect of the Stock, and
the  Company  shall  be  entitled,  without  limitation:


<PAGE>
          a.  To  receive  all amounts payable in respect of the Stock otherwise
payable  under  Section  5  to  Pledgor;  and

          b.  To  transfer  and  register  all or any part of the Stock into the
Company's  name  or  the  name  of  its  nominee  or  nominees;  and

          c.  To  vote  all or any part of the Stock (whether or not transferred
or  registered  into the name of the Company) and give all consents, waivers and
ratifications  in respect thereof and otherwise act with respect to the Stock as
though  it  were  the  outright  owner  thereof pursuant to the proxy granted in
Section  4  hereof;  and

          d.  To  sell,  upon no less than five (5) days prior notice to Pledgor
of the time and place of any public sale, or up to five (5) days prior notice to
Pledgor  of the date after which a private sale may be consummated (which notice
Pledgor  agrees is reasonable) and without liability for any diminution in price
which  may  have  occurred,  all  of  the  Stock  in such manner, whether at any
broker's  beard,  public or private sale, and whether in one lot as an entirety,
or  in  separate  portions, and for such price and other terms and conditions as
the  Company  may  determine  in  its  reasonable  discretion.

          At  any sale, the Company shall be free to purchase all or any part of
          the Stock unless  prohibited  by  applicable  law.

          Upon  any  sale or other disposition, the Company shall have the right
to  deliver,  assign  and transfer to the purchaser thereof the Stock so sold or
disposed  of.  Each  purchaser  at any such sale or other disposition (including
the Company) shall hold the Stock free from any claim or right of whatever kind,
including  any  equity  or  right  of  redemption  of  the  Pledgor.  Pledgor
specifically  waives all rights of redemption, stay or appraisal which it had or
may  have  under  any  rule of law or statute now existing or hereafter adopted.

          The  Company  shall  not  be  obligated  to  make  any  sale  or other
disposition,  unless the terms thereof shall be satisfactory to it.  The Company
may,  without  notice  or  publication, adjourn any private or public sale, and,
upon  five  (5)  days prior notice to Pledgor, may hold such sale at any time or
place  to  which  the  same may be so adjourned.  In case of any sale of all the
Stock,  on  credit  or future delivery, the Stock so sold may be retained by the
Company  until  the  selling  price  is  paid  by the purchaser thereof, but the
Company  shall  incur  no  liability in case of the failure of such purchaser to
take  up  and  pay  for the Stock so sold and, in case of any such failure, such
Stock  may  again  be  sold  as  hereinabove  provided.

          Pledgor  recognizes  that the Company may be unable to effect a public
sale  of  all or a part of the Stock by reason of certain prohibitions contained
in  the Securities Act of 1933, as amended, and applicable state securities law,
but  may  be  compelled  to  resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire
the  Stock  for  their  own  account,  for investment and not with a view to the
distribution  or  resale  thereof.  Pledgor  agrees  that  the  Company  has  no
obligation  to  delay  the sale of any Stock for the period of time necessary to
permit  the  registration of the Stock for public sale under any securities law.

          If  any  consent, approval or authorization of any state, municipal or
other  governmental  department,  agency  or  authority  should  be necessary to
effectuate  any  sale  or other disposition of the Stock, or any partial sale or
other  disposition  of the Stock, Pledgor will execute all such applications and
other  instruments  as  may  be  required  in  connection with securing any such
consent,  approval  or authorization, and will otherwise use its best efforts to
secure  the  same.


<PAGE>
                                   SECTION  8

                         REMEDIES,  ETC.  CUMULATIVE

          Each  right,  power  and  remedy  of  the Company provided for in this
Agreement  or in the Note or now or hereafter existing at law or in equity or by
statute or otherwise shall be cumulative and concurrent and shall be in addition
to  every  other  such right, power or remedy.  The exercise or beginning of the
exercise  by  the  Company  of any one or more of the rights, powers or remedies
provided  for  in  this Agreement or in the Note or now or hereafter existing at
law  or in equity or by statute or otherwise shall not preclude the simultaneous
or  later  exercise by the Company of all such other rights, powers or remedies,
and  no  failure or delay on the part of the Company to exercise any such right,
power  or  remedy  shall  operate  as  a  waiver  thereof.

                                   SECTION  9

                    APPLICATION  OF  MONIES  BY  THE  COMPANY

          All  monies  collected  upon any sale or sales of the Stock hereunder,
together  with  all  other  monies  received  by the Company hereunder, shall be
applied to the payment of all costs and expenses incurred or paid by the Company
in connection with any sale, transfer or delivery of the Stock or the collection
of any such monies (including without limitation, reasonable attorneys' fees and
expenses),  and  the  balance  of  such  monies shall be held by the Company and
applied by it at any time or from time to time to the payment of the Liabilities
and  in  such  order  and manner as the Company in its reasonable discretion may
determine.


<PAGE>
                                  SECTION  10

                              FURTHER  ASSURANCES

          Pledgor  at its expense will execute, acknowledge and deliver all such
instruments  and  take  all  such  action as the Company may request in order to
further  effectuate  the  purposes  of this Agreement and to carry out the terms
hereof.

                                  SECTION  11

                         TRANSFER  OF  LIABILITIES

          The  Company  may  at  any  time  or from time to time sell, assign or
transfer  to any person all or any part of the Liabilities.  Upon any such sale,
assignment  or transfer, the Company may sell, assign or transfer this Agreement
and all or any part of its security interest in the Stock, and the Company shall
be  fully  discharged  thereafter  from  all  liability  and responsibility with
respect to such Stock as transferred, and the transferee or transferees shall be
vested  with  all  the rights, powers and remedies of the Company hereunder with
respect  to  the  Stock  as  transferred.

                                  SECTION  12

                         THE  COMPANY'S  DUTIES,  ETC.

          The  Company shall have no duty or any obligation to take any steps to
protect, preserve or enforce any rights under this Agreement.  The Company shall
exercise  reasonable  care  in  the custody and preservation of the Stock in its
possession  to the extent required by applicable statute, and shall be deemed to
have  exercised  reasonable  care  if  it  takes such action for that purpose as
Pledgor  shall  reasonably  request in writing; but no omission to do any act so
requested  by  Pledgor  shall  be  deemed a failure to exercise reasonable care.

                                   SECTION  13

                         TERMINATION  AND  RELEASE

          Upon  the  payment  in  full of the Liabilities in accordance with the
terms of the Note, and the payment of all other sums payable (including, without
limitation,  the  reasonable expenses and disbursements of the Company (if any))
this  Agreement  shall  terminate and the Company, at the request and expense of
Pledgor,  will  promptly  execute  and deliver to Pledgor a proper instrument or
instruments  acknowledging  the  satisfaction and termination of this Agreement,
and  will  duly assign, transfer and deliver to Pledgor such of the Stock as has
not  theretofore  been  sold  or  otherwise applied or released pursuant to this
Agreement,  together  with any monies at the time held by the Company hereunder.

                                   SECTION  14

                                  NOTICES,  ETC.

          All  notices  hereunder  shall be in writing and shall be delivered or
mailed  by  certified mail, return receipt requested, postage prepaid, addressed
(a) if to the Company at 1550 S.  Bascom Ave., Ste.  100, Campbell, CA 95008, or
at such other address as the Company shall have furnished in writing to Pledgor,
and  (b)  if  to Pledgor, at__________________________________, or at such other
address  as  Pledgor  shall  have  furnished  in  writing  to  the Company.


<PAGE>
                                   SECTION  15

                                  MISCELLANEOUS

          This  Agreement may be changed, waived, discharged, or terminated only
by  an  instrument  in  writing signed by the party against which enforcement of
such  change,  waiver, discharge or termination is sought.  The headings in this
Agreement  are  for purposes of reference only and shall not limit or define the
meaning hereof.  The representations, covenants and agreements of Pledgor herein
contained  shall  survive the date hereof.  This Agreement shall be binding upon
and  inure  to the benefit of the parties hereto and their respective successors
and  assigns  and  may  be  executed in two or more counterparts.  The terms and
conditions of this Agreement shall be construed as a whole according to its fair
meaning and not strictly for or against any party.  The parties acknowledge that
each  of them has reviewed this Agreement and has had the opportunity to have it
mewed  by  their  attorneys and that any rule or construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in the
interpretation  of this Agreement, including amendments or any exhibits.  If the
context  so  requires,  the  masculine shall be deemed to refer to the feminine.
This Agreement shall be governed by and construed in accordance with the laws of
the  State  of  Nevada.

          IN  WITNESS  WHEREOF,  Pledgor has mused this Agreement to be executed
and  delivered  as  of  the  date  first  above  written.

                         PLEDGOR:

                         __________________________________

                         COMPANY:

                         __________________________________

                         ULTRACARD,  INC.,  a  Nevada  corporation


<PAGE>