LICENSE AGREEMENT

THIS  LICENSE  AGREEMENT made and entered into as of October 1, 1999, is between
AMPEX  CORPORATION,  a  corporation  of  Delaware, having a place of business at
Redwood  City,  California  ("LICENSOR"),  and UltraCard, Inc., a corporation of
Nevada,  having  a  place  of  business  at  Campbell,  California ("LICENSEE").

                                   WITNESSETH:

WHEREAS,  LICENSOR  has developed propriety and trade secret technology relating
to  the  recording and reproduction of information on magnetic media using a low
coercivity magnetic layer, generally referred to as "Keepered Media Technology,"
and  has  obtained  patents  in the United States and elsewhere relating to such
technology  ("Keepered  Media  Patents");  and

WHEREAS,  LICENSEE  has  developed  propriety  and  trade  secret technology for
enhancing  the  recording of information on magnetic media particularly suitable
for  use  as  a  recordable  strip  or  surface  on a transportable card or as a
portable  card  ("Magnetic  Card");  and

WHEREAS,  LICENSEE  wishes  to  incorporate  Keepered  Media  Technology  in the
development  of  its  Magnetic  Cards  and  wishes to incorporate Keepered Media
Technology  into its development, manufacture, use and/or sale of Magnetic Cards
and  to  that end, LICENSEE believes it appropriate to have, and is desirous  of
acquiring  and  has  requested LICENSOR to grant it, a non-exclusive licenses to
use  its  Keepered  Media  Technology  in  Magnetic  Cards;  and

WHEREAS, LICENSEE is desirous of having assurance that its Magnetic Cards may be
manufactured,  used  and sold throughout the world, without risk of infringement
of  such  patents of LICENSOR; and to that end, LICENSEE believes it appropriate
to have, and is desirous of acquiring, and has requested LICENSOR to grant it, a
non-exclusive  license  under  the  Keepered  Media  Patents for Magnetic Cards.

NOW,  THEREFORE,  in  consideration of the foregoing and in consideration of the
mutual  terms  hereinafter  set  forth,  the  parties  hereby  agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

Section  1.     "MAGNETIC  CARD"  means  a data card, transaction card, portable
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card  or  other  transportable  card disposed for writing and reading storage of
information  through  use of linearly, radially, accurately or circumferentially
shaped  tracks  for  storing  magnetic  signals, and which incorporates KEEPERED
MEDIA  TECHNOLOGY.

Section  2.     "MAGNETIC  CARD  RECORDER"  means  a recorder utilizing magnetic
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media  for  recording  and/or  reproducing  information  on  a  MAGNETIC  CARD.

Section  3.     "REPLACEMENT  PART"  means  a  non-consumable  component  or
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subassembly,  covered  by  KEEPREED  MEDIA  PATENT  or  KEEPREED  MEDIA  PATENT
APPLICATION,  for use in MAGNETIC CARD RECORDER previously sold, leased, used or
otherwise  disposed  of  by  LICENSEE  under  this  Agreement.

Section 4.     "LICENSED PRODUCT" means a MAGNETIC CARD, MAGNETIC CARD RECORDER,
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or  REPLACEMENT  PART covered by one or more of the claims of the KEEPERED MEDIA
PATENTS.


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<PAGE>
Section  5.     "KEEPERED  MEDIA"  means a recording medium using low coercivity
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magnetic  material  to enhance its recording and/or reproducing characteristics.

Section  6.     "KEEPERED  MEDIA  PATENTS"  means the patents and utility models
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listed  on  the  attached SCHEDULE. A useful in MAGNETIC CARDS and MAGNETIC CARD
RECORDERS  with respect to which LICENSOR shall have the right to grant licenses
of  the  scope  herein  granted  without  the  payment  of  royalties  or  other
consideration to third parties, except for payments to an AFFILIATE of LICENSOR.
LICENSOR  represents  that  it  has  used  its  best efforts to list in attached
SCHEDULE  A  all patents useful in MAGNETIC CARDS and MAGNETIC CARD RECORDERS in
the  field of this license owned by it and issued or published prior to the date
of this Agreement. In the event that any of such patents have been omitted, they
will  be  added  to  SCHEDULE  A  at  any  time  at  the  request  of  LICENSEE.

Section  7.     "KEEPERED  MEDIA PATENT APPLICATIONS" means all applications for
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patent  and  utility  model of any country of the world useful in MAGNETIC CARDS
and  MAGNETIC  CARD RECORDERS having a filing date prior to October 1, 1999, and
any  counterpart  patent applications of other countries, and any continuations,
reissues  or  divisionals of such applications, regardless of filing, which when
issued  or  published  will  become  "KEEPERED  MEDIA  PATENTS." Upon request of
LICENSEE,  LICENSOR  will  provide  an  updated  copy of SCHEDULE A showing with
current  information  regarding  KEPPERED  MEDIA  PATENTS.

Section  8.     "KEEPERED  MEDIA  TECHNOLOGY"  means  the  proprietary and trade
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secret  technology  developed by LICENSOR and useful in the design, development,
manufacture,  recording  and  reading  of  MAGNETIC  CARDS  using low coercivity
magnetic  material  to enhance its recording and/or reproducing characteristics.

Section  9.     "LICENSED  TRADEMARK"  means "Keepered Media" in word, stylized,
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graphic  or  logo  form.

Section  10.     "AFFILIATE"  as used herein with reference to any party hereto,
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means  any  person, association, corporation or other legal entity in which such
party  owns,  directly or indirectly, a beneficial interest of ten percent (10%)
or  more,  or  which,  directly or indirectly, owns a beneficial interest of ten
percent  (10%)  or  more  in  such,  party,  or  which,  directly or indirectly,
controls, or is controlled by, or under common control with, such party, For the
purpose  of  this  definition,  the  terms "controls," "controlled by" or "under
common  control  with," as used with respect to any person, firm, corporation or
other legal entity means the possession, directly or indirectly, of the power to
direct  or  cause  the  direction of the management and policies of such person,
firm, corporation or other legal entity, whether through the ownership of voting
securities,  or  by  contract,  or  otherwise.

Section  11.     "SUBSIDIARY,"  as used herein with reference to a party hereto,
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means  a  corporation  or  other  legal entity, more than fifty percent (50%) of
whose  outstanding  shares of stock or other securities entitled to cote for the
election  of  directories  or other managing authority (other than any shares of
stock  whose voting rights are subject to restriction) is owned or controlled by
such  party,  directly  or  indirectly.

Section  12.     "ROYALTY  YEAR"  shall  mean the twelve month period commencing
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from  October  1  of  each  year.

                                   ARTICLE II
                                GRANT OF LICENSE

Section  1.     LICENSOR  hereby  grants  to LICENSEE a personal, non-exclusive,
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indivisible,  non-transferable  license  under  the  KEEPERED  MEDIA PATENTS and
KEEPERED  MEDIA  PATENT


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<PAGE>
APPLICATION  to  which  reference  is  made in Section 6 and 7, respectfully, of
ARTICLE  I  hereof, to make, and use, sell, lease or otherwise transfer LICENSED
PRODUCTS  throughout  the world. LICENSOR further grants to LICENSEE a personal,
non-exclusive,  indivisible,  non-transferable  license  to  use  KEEPERED MEDIA
TECHNOLOGY.

Section  2.     The licenses granted under Section 1 of this Article II shall be
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exclusive  as  long  as  LICENSEE  shall meet and continue to meet the following
requirements:
a.     LICENSEE  shall establish and maintain a business for the manufacture and
       sale  of  LICENSED  PRODUCTS
b.     LICENSEE shall make all minimum royalty payments required for exclusivity
       under  Section  3  of  Article  IV.
Upon  any  failure  of  LICENSEE  to  meet  any  of the requirements to maintain
LICENSEE's  license  under this Agreement as exclusive, the license shall become
non-exclusive forthwith and shall remain non-exclusive for the remaining term of
the  License  Agreement.

                                   ARTICLE III
                                      TERM

The  term  of  the  patent  license herein granted shall commence as of the date
first  set  forth  above and shall continue as to each KEEPERED MEDIA PATENT for
its  life  and  as to each KEEPERED MEDIA PATENT APPLICATION for the life of any
patents  issuing thereon, unless this license if terminated sooner in accordance
with  the  provisions  of  ARTICLE  VIII, hereof. The term of the license herein
granted  under KEEPERED MEDIA TECHNOLOGY shall commence as of the date first set
forth  above  and shall continue in perpetuity, unless his license is terminated
sooner  in  accordance  with  the  provisions  of  ARTICLE  VIII,  hereof.

                                   ARTICLE IV
                              PAYMENT AND ROYALTIES

Section 1.     As to each MAGNETIC CARD manufactured by or for LICENSEE and sold
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or otherwise disposed of by LICENSEE or manufactured, sold or otherwise disposed
of by others under license for LICENSEE throughout the world until expiration of
the  last  to  expire  of  the  KEEPERED  MEDIA  PATENTS, LICENSEE shall pay the
following  royalties  to  LICENSOR  during  each  ROYALTY  YEAR.

     $0.05  per  MAGNETIC  CARD  for  the  first  300  million  MAGNETIC  CARDS
     $0.03  per  MAGNETIC  CARD  for  the  next  300  million  MAGNETIC  CARDS
     $0.01  per  MAGNETIC  CARD  for  each  addition  MAGNETIC  CARD

Section 2.     As to each MAGNETIC CARD manufactured, sold or otherwise disposed
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of  by  LICENSEE  or manufactured, sold or otherwise disposed of by others under
license  from LICENSEE throughout the world for a period of five (5) years after
expiration  of  the last to expire of the KEEPERED MEDIA PATENTS, LICENSEE shall
pay  the  following  royalties  to  LICENSOR  during  each  ROYALTY  YEAR:

     $0.02  per  MAGNETIC  CARD  for  the  first  300  million  MAGNETIC  CARDS
     $0.01  per  MAGNETIC  CARD  for  the  next  300  million  MAGNETIC  CARDS
     $0.005  per  MAGNETIC  CARD  for  each  addition  MAGNETIC  CARD


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<PAGE>
Section  3.     As  to  LICENSED PRODUCTS other than MAGNETIC CARDS, the royalty
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due  until  expiration of the last to expire of the KEEPERED MEDIA PATENTS shall
be  three  percent  (3%)  of  net  sales, which shall be gross sales less actual
discounts,  sales  commissions,  freight,  taxes  and  returns.

Section  4.     The minimum royalties to be paid by LICENSEE to LICENSOR for all
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LICENSED  PRODUCTS  to  maintain  it  exclusivity  shall  be  as  follows:

   First Year                    $ 0
   Second ROYALTY YEAR           Royalties of at least $875 thousand per quarter
   Third ROYALTY YEAR            Royalties of at least $15 million for the year
   Fourth ROYALTY YEAR           Royalties of at least $24 million for the year
   Each Subsequent ROYALTY YEAR  Royalties of at least $24 million for the year

Section 5.     It is understood and agreed that all sums of money referred to in
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this Agreement as being payable by LICENSEE to LICENSOR shall be sums payable at
a United States Bank to be designated by LICENSOR, in the United States dollars.

Section  6.     Within  sixty (60) day after March 31, June 30, September 30 and
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December  31 of each year, LICENSEE shall submit to LICENSOR an accurate written
report,  duly  certified  once  a  year  by  LICENSEE's chief financial officer,
setting  forth for LICENSEE, and for each sublicensee of LICENSEE, the number of
MAGNETIC  CARDS  sold,  leased  or  otherwise  transferred  during the preceding
quarter,  the  total  number  of  MAGNETIC  CARDS  sold,  leased,  or  otherwise
transferred  to  date  during the current year and the royalty payable. LICENSEE
also  shall  report the actual royalties paid if such amount is greater than the
royalties  payable  in  order  to  maintain  exclusivity.

Section  7.     Payments  provided for in this Agreement shall, when delinquent,
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be  subject to a late payment charge calculated at an annual rate of 3% over the
prime  rate  or  successive  prime rates in effect in New York, New York, U.S.A.
during the delinquency. However, if the rate of such late payment charge exceeds
the maximum permitted by law, such charge shall be reduced to such maximum rate.

                                    ARTICLE V
                              RIGHT TO SUBLICENSEE

Section  1.     LICENSEE's  right  to  grant  sublicenses  under  this  License
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Agreement  shall  be  subject  to  the  following  prerequisites:

a.     LICENSEE  shall  have satisfied and continues to satisfy the requirements
       set forth in Section 2 of Article II to  maintain  an  exclusive  license
       under this Agreement.

b.     LICENSEE  shall  have  notified  LICENSOR of the identity of the proposed
sublicensee  and  received LICENSOR's written approval, which approval shall not
be  unreasonably  withheld.

Section 2.     Any sublicense granted by LICENSEE shall be of a scope no greater
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than  the  non-exclusive  license  granted  under  Section 1 of this Article II.

Section  3.     LICENSEE shall not have the right to grant sublicenses under the
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LICENSED  TRADEMARK.


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<PAGE>
Section 4.     LICENSEE shall not have the right to grant to any sublicensee the
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further  right  to  grant  any  sublicenses.

Section  5.     LICENSEE  shall  include  a  provision  in  each sublicense that
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termination  of  the  License  Agreement  shall  terminate  the  sublicense.

Section  6.     LICENSEE  shall  include  a  provision  in  each  sublicense
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substantially  identical  to  Article  VII  hereof, but giving both LICENSEE and
LICENSOR  the  right  audit.  LICENSEE  shall  provide to LICENSEE a copy of the
results  of  any  audit  conducted  by  LICENSOR.

                                   ARTICLE VI
                                   TRADEMARKS

Section  1.     LICENSOR  hereby  grants  to  LICENSEE  for  the  term  of  this
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Agreement,  a  non-exclusive  license  to  affix or have affixed to the LICENSED
TRADEMARK  to  LICENSED  PRODUCTS  manufactured  for  sale or for use worldwide,
provided,  however,  that should LICENSEE intend to affix the LICENSED TRADEMARK
to  the LICENSED PRODUCTS in any location or in any manner other than as already
approved  by  LICENSOR, LICENSEE shall submit an example of such use to LICENSOR
for  LICENSOR's  approval,  which  approval  shall not be unreasonably withheld.

Section  2.     The  benefit of this Agreement shall be personal to LICENSEE who
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shall  not,  without  the prior written consent of LICENSOR, which consent shall
not be unreasonably withheld, assign the same or any part with any of its rights
of  obligations  hereunder.  No  rights  are granted hereby to LICENSEE to grant
franchises  or  sublicenses  with  respect  to  the  LICENSED  TRADEMARK.

Section  3.     LICENSEE  shall submit to LICENSOR for prior approval samples of
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all  advertising  or promotional material, packaging, or such other materials on
which  the  LICENSED TRADEMARK appear, or are intended to be used in relation to
the  LICESED  PRODUCTS, and LICENSEE agrees to make any requested changes to the
satisfaction  of  LICENSOR  on  such  packaging,  advertisements,  and any other
materials  bearing  the LICENSED TRADEMARK. Once such approval has been given or
waived  by  LICENSOR,  further  approval  of the same subject matter need not be
obtained  for future or repeated use, except upon the request of LICENSOR in the
event  LICENSOR adopts a material change in the any of the LICENSED TRADEMARK as
used  in  its  business,  but  all  such  material  shall be consistent with the
maintenance  of  the  excellent  reputation  of  LICENSOR.

Section  4.     LICENSOR  represents  that  it  is  the  exclusive  owner of the
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LICENSED  TRADEMARK.  All  use  of  the  LICENSED  TRADEMARK, or any of them, by
LICENSEE  shall  be  for the benefit of and on behalf of LICENSOR, no rights are
assigned  with respect to the LICENSED TRADEMARK, or any of them, except for the
right  to  use  the  LICENSED  TRADEMARK  pursuant to the Agreement; and neither
LICENSEE  not  its employees shall be a party to any application to register the
LICENSED  TRADEMARK,  or  any  of them, or any translation or imitation thereof,
LICENSEE  shall  not  knowingly  commit,  cause,  or  be  a  party  to  any  act
inconsistent with the preservation of the rights LICENSOR in and to the LICENSED
TRADEMARK.

Section  5.     At the request of LICENSOR at LICENSOR's expense, LICENSEE shall
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(a) furnish proof of use of the LICENSED TRADEMARK in any country in which it is
used  by  LICENSEE, and (b) execute any papers or documents necessary to protect
the  rights  of  LICENSOR  and  such  documents as may be reasonably required to
support  such  activity.  LICENSOR  shall  bear  the cost of any registration or
renewal  of  its  proprietary  rights in the LICENSED TRADEMARK, or any of them.


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<PAGE>
Section  6.     LICENSEE  shall affix any notices, such as patent numbers, etc.,
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as  may be reasonably required by LICENSOR to any LICENSED PRODUCTS manufactured
under  this  Agreement.  Such  notices  shall be affixed at a reasonably visible
location  in  the manner required by LICENSOR along with any other notices which
may be required by the local law in which the LICENSED PRODUCTS are manufactured
or  sold.

Section  7.     LICENSEE  shall  advise LICENSOR promptly upon becoming aware of
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activity  by any unlicensed third party which constitutes infringement of any of
the LICENSED TRADEMARK licensed hereunder. LICENSOR reserves the exclusive right
to  decide  whether  to  institute a lawsuit and to assume full control over the
proceedings  thereof.

Section  8.     The quality of all LICENSED PRODUCTS produced and sold under any
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of the LICENSED TRADEMARK, shall be reasonably maintained by the LISENSEE to the
satisfaction of LICENSOR. LICENSEE will not use any of the LICENSED TRADEMARK on
any  other product until it has received the approval of such use from LICENSOR,
which  approval  shall  not  be  unreasonably  withheld.

Section  9.     Upon  request  of  LICENSOR and with reasonable notice, LICENSEE
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shall  provide, during the initial approval process and at subsequent intervals,
the  opportunity  for a representative of LICENSOR to conduct inspections of the
manufacturing  and  storage  operations of LICENSEE during normal business hours
with  respect  to  any LICENSED PRODUCTS, for the purposed of verifying that the
nature  and  quality  thereof  and  the  use  of  the  LICENSED TRADEMARK are in
compliance  with the requirements of this Agreement. At the request of LICENSOR,
LICENSEE  will  supply  for  inspection  of  LICENSOR,  or  its  authorized
representative,  regular  production  samples  of  each model of product type of
LICENSED  PRODUCTS  (upon  which any of the LICENSED TRADEMARK is used) or other
evidence  showing the quality of the products provided by LICENSEE. In the event
the nature or quality of the LICENSED PRODUCTS or the use of any of the LICENSED
TRADEMARK  is  not in compliance with the requirements of this Agreement, and if
after  reasonable  notice to LICENSEE of at least 60 days, specifying the nature
of  the  deficiency  and  setting  forth LICENSOR's recommendations as to how to
remedy  such  deficiency,  the deficiency has not been corrected so as to comply
with  the  requirements of this Agreement, LICENSOR upon thirty (30) days notice
may  at its sole discretion suspend the license to use the LICENSED TRADEMARK in
connection  with the LICENSED PRODUCTS in question until the deficiency has been
corrected.

Section  10.     LICENSEE shall indemnify and hold LICENSOR harmless against all
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claims,  suits,  costs, damages and judgements incurred, claimed or sustained by
third  parties,  whether  for  personal  injury or otherwise, arising out of the
manufacture or sale of products or services under any of the LICENSED TRADEMARK.

                                   ARTICLE VII
                                     RECORDS

Section  1.     LICENSEE  will keep true records of account, including copies of
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invoices and other records, in sufficient detail to enable the royalties payable
hereunder to be determined, and agrees to permit such invoices and records to be
audited at any reasonable time during business hours by an independent certified
public  accountant  selected  by  LICENSOR  (which  shall  be  a  major national
accounting  firm)  to  the  extent  necessary  to verify the royalty reports and
payments herein provided for; provided, however, that said independent certified
public  accountant  shall  report no details of his audit unless the audit shows
the reports to have been inaccurate. If such audit shows additional royalties to
be due, LICENSEE shall within thirty (30) days from the date of the audit report
either  pay the additional amount to LICENSOR or object to such audit report, in
which event the details of the audit shall be made available to both parties. If
the  additional  royalties due for the period of the audit are greater than five
percent  (5%)  of  the  royalties  reported  and  paid,  LICENSEE  shall  pay


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<PAGE>
the  cost of the audit. If such audit report shows that excessive royalties have
been  paid,  LICENSOR  and  LICENSEE  shall,  prior  to crediting such excess to
further  royalties,  be  entitled  to review such audit details, unless LICENSEE
shall  waive  the  right  to such credit. Any such information pertaining to the
audit  shall  be  treated  as  confidential  information.

                                  ARTICLE VIII
                          INFRINGMENT BY THIRD PARTIES

Section  1.     In  the  event  either party determines that any of the LICENSED
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PATENTS  is  infringed  by  a  product within the scope of LICENSED PRODUCTS, as
defined  herein,  such  party shall promptly notify the other party, in writing,
setting  forth  the  basis  for  its  belief  of such infringement. LICENSOR and
LICENSEE  shall  meet  and  conger  to  determine  action  to  be  taken.

Section  2.     LICENSOR  shall have the right, but not the obligation to pursue
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such  infringement,  including  the  filing  of  an  infringement  action,  at
LICENSORS's  sole  expense.

Section  3.     In  the  event  LICENSOR,  at  any  point  in  pursuing  such
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infringement, elects not pursue the infringement any further, LICENSOR may grant
to  LICENSEE  the right continue pursuit of such matter, including the filing of
an  infringement  action,  at  LICENSEE's  sole  expense,  provided

a.     LICENSEE  has  complied  with  all  of its obligation under the Agreement
b.     LICENSEE has maintained exclusivity as provided in Article II, Section 2,
       and
c.     LICENSEE  has  complied with any other reasonable requirements imposed by
       LICENSOR  as  a  condition  for  such  action.

Section  4.     In the event litigation is commenced by either party, such party
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shall  bear  the  burden  of all expenses of such litigation, including, without
limitation,  attorneys fees and court costs. The party bringing the action shall
timely provide to the other party, at its expense, complies of all pleadings and
other  papers  filed  or  received  in connection with the suit. The other party
shall  have  the right to participate in any such litigation tough its owl legal
counsel,  at  its  own  sole  expense.

Section  5.     Any  settlement  of such litigation shall require the consent of
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both  parties,  which  consent  shall  not  be  unreasonably  withheld, From the
proceeds of any settlement or final conclusion of any litigation, any amounts so
recovered  shall  be  applied  first  to  the  reimbursement  of  the litigation
expenses,  including  attorneys  fees,  of  the party bringing such suit. In the
event  the  proceeds  are  insufficient  for  such  reimbursement,  the
non-reimbursement of any unpaid litigation expenses shall be borne by such party
and no credits shall be allowed in any event against royalties due hereunder. In
the  event the proceeds are in excess of the reimbursement, any remaining amount
shall  be  shared between the parties, two-third (2/3)to the party bringing suit
and  one  third  (1/3)  to  the  other  party.

                                   ARTICLE IX
                                   TERMINATION

Section  1.     LICENSEE  acknowledges  that  this  License  Agreement  and  the
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obligations  herein  undertaken are predicated upon LICENSOR's trade secrets and
proprietary  information  in  the KEEPERED MEDIA TECHNOLOGY, as well as KEEPERED
MEDIA PATENTS and KEEPERED MEDIA PATENTS APPLICATIONS. Nothing in this Agreement
is intended to or shall be construed to require LICENSEE to take a license under
any  KEEPERED  MEDIA  PATENTS  or  KEEPERED  MEDIA  PATENT APPLICATION listed in
SCHEDULE  A, and any KEEPERED MEDIA PATENTS or KEEPERED MEDIA PATENT APPLICATION
may  be  deleted  from  such SCHEDULE upon thirty (30) days written notice prior
thereto,  thereby  relinquishing  the license thereunder. If, in accordance with
the  provisions  of  this  Section,  LICENSEE acts to delete all of the KEEPERED
MEDIA  PATENTS  and  KEEPERED  MEDIA  PATENT  APPLICATIONS


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<PAGE>
from  SCHEDULE  A,  then  this  Agreement shall terminate automatically upon the
effective  date  of  such  deletion.

Section  2.     LICESEE  shall  not  withhold any royalty payments because of an
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alleged invalidity of any KEEPERED MEDIA PATENT, except as provided hereafter in
this  section  with  respect  to  KEEPERED  MEDIA  PATENTS of the United States.
Royalty  payments  shall  not  be  withheld  by  LICENSEE  because of an alleged
invalidity of a KEEPERED MEDIA PATENT of the United States unless LICENSEE gives
LICENSOR thirty (30) days prior written notice of its intention and the basis of
the  alleged  invalidity.  If LICENSEE withholds royalties because of an alleged
invalidity  of  a KEEPERED MEDIA PATENT if the United States, or gives notice of
its  intention  to  do so, or challenges the validity of any such KEEPERED MEDIA
PATENT, LICENSOR shall have the right to unilaterally delete such KEEPERED MEDIA
PATENT  from  SCHEDULE  A  of  this  Agreement  thereby  terminating all license
privileges  to  LICENSEE  thereunder,  except  as  to  this  Agreement  thereby
terminating  all  license  privileges  to  LICENSEE thereunder, except as to any
LICENSED  PRODUCT  in  respect  of  which  a royalty had previously been paid to
LICENSOR  pursuant to this Agreement. LICENSOR may exercise such right to delete
by  notice to LICENSEE at any time after the right to delete such KEEPERED MEDIA
PATENT  arises.

Section  3.     If LICENSEE shall fail to render reports or make any payments as
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and  when  due  hereunder  or shall otherwise be in default of any obligation of
this  Agreement, LICENSOR shall have the right to give written notice thereof to
LICENSEE, and, if within sixty (60) days after the date of such notice, LICENSEE
shall  not  have cured such default, the LICENSOR may, at its option, cause this
Agreement  to  terminate  forthwith  by  giving  written notice to the effect to
LICENSEE.

Section  4     To  the extent permitted by law, LICENSOR shall have the right to
----------
terminate  this  Agreement  at  any  time  upon or after filing by LICENSEE of a
petition in bankruptcy or insolvency, or upon or after the filing by LICENSEE of
any  petition or answer seeking reorganization, readjustment or rearrangement of
the  business of LICENSEE under any law or any government regulation relating to
bankruptcy  or  insolvency,  or  upon or after the appointment of a receiver for
all,  or  substantially  all,  of the property of LICENSEE, or upon or after the
making  by LICENSEE of any assignment or attempted assignment for the benefit or
creditors,  or  upon or after the institution by LICENSEE of any proceedings for
the  liquidation  or  winding  up of its business, or for the termination of its
corporate  charter;  and  upon  the exercise of such right, this Agreement shall
terminate  fifteen  (15)  days after notice in writing, to that effect, has been
given  by  LICENSOR  to  LICENSEE.

Section 5.     No failure or delay on the part of LICENSOR to exercise its right
----------
of  termination  hereunder  for  any  one or more defaults shall be construed to
prejudice  its  right  of  termination  for  such,  or  any other, or subsequent
default.

Section  6.     Any  termination as provided herein shall not in any way operate
-----------
to limit any of LICENSOR's rights of remedies, either at law or in equity, or to
relieve  LICENSEE  of  any  obligation,  accrued  prior  to  such  termination.

                                    ARTICLE X
                                     NOTICES

All notices and demands which shall or may be given or required pursuant to this
Agreement  shall be in writing and effective upon receipt. Any notice under this
Agreement  shall be addressed to the party to whom such notice is to be given as
follows:


                                  Page 8 of 11
<PAGE>
LICENSOR:
---------
Ampex  Corporation
500  Broadway,  M.S.  1101
Redwood  City,  CA  94063-3199

Attn:  General  Counsel

LICENSEE:
---------
UltraCard,  Inc.
1550  S.  Bascom  Ave.
Campbell,  CA  95008-0656

Attn:  President

                                   ARTICLE XI
                             SUCCESSORS AND ASSIGNS

Section  1.     Neither  this Agreement nor any of the rights and other benefits
-----------
established by it shall be directly or indirectly assigned, transferred, divided
or  shared  by LICENSEE to or with any person, association, corporation or other
legal  entity  whatsoever,  without prior written consent of LICENSOR, except to
successors  by  merger,  acquisition,  reorganization or consolidation of, or to
purchasers  of,  the  entire  business  relation  to  the subject matter of this
Agreement and associated goodwill of LICENSEE, and except as provided in Section
2  of  this  ARTICLE.

Section  2.     LICENSEE  may,  by  thirty (30) days written notice to LICENSOR,
-----------
extend  the rights, benefits and obligations of this Agreement to any SUBSIDIARY
of  LICENSEE,  but only for so long as it remains a SUBSIDIARY of LICENSEE. Each
notice  shall  state  the  name  and address of such SUBSIDIARY. Thereupon, this
Agreement shall be binding upon and inure to the benefit of said SUBSIDIARY, but
not its SUBSIDIARIES, successors, or assigns. In the event of such extensions by
LICENSEE  to  a  SUBSIDIARY,  LICENSEE  shall  remain  primarily  liable for all
obligations  of  such  SUBSIDIARY  under  this  Agreement.

Section 3.     This Agreement may be assigned by LICENSOR and shall inure to the
----------
benefit  of  such assigns and any successors of LICENSOR. LICENSOR shall provide
notice  to  LICENSEE  of  any  such  assignment.

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

Section  1.     It  is  the  intention of the parties hereto that this Agreement
-----------
shall  be  construed, interpreted and applied in accordance with the laws of the
State  of  California,  United  States  of  America.

Section 2.     This Agreement sets forth the only agreement and understanding of
----------
the  parties  on  the subject of MAGNETIC CARDS and MAGNETIC CARD RECORDERS with
the  exception of the Confidentiality Agreement dated as of August 27, 1999, and
except  for  that  agreement  which shall remain in force in accordance with its
terms,  merger all prior discussions between them, terminated and supersedes any
prior  negotiations,  memoranda  or  agreements,  whether  oral  or written, and
neither of the parties shall be bound by any conditions, definitions, warranties
or  representations  other than expressly provided in this Agreement. Or as duly
set  forth on or subsequent to the date hereof in writing and signed by a proper
and  duly  authorized  officer  of  the  party  to  be  bound  thereby.


                                  Page 9 of 11
<PAGE>
Section  3.     This  Agreement has been prepared in the English language. It is
-----------
understood  that  the  English  text  of  this  Agreement  shall be the official
governing  version of the Agreement. Each party will receive one English copy of
this  Agreement  executed  by  all  other  parties.

Section  4.      Nothing  contained  in  this  Agreement  shall be construed as:
-----------

(a)     conferring  an  obligation  upon either LICENSOR or LICENSEE to bring or
        prosecute actions or suits against  third parties  for  infringement; or
(b)     an  obligation  by  either party to furnish any technical information or
        know-how  to  the  other  party.

Section 5.     It is understood and agreed that no representation us made and no
----------
warranty  is  given by LICENSOR that LICENSED PRODUCTS manufactured, used, sold,
leased  or  otherwise  disposed of by LICENSEE under the terms of this Agreement
are  free  of  claims  of  infringement  of  the patent rights of third parties.

Section 6.     In the event LICENSOR shall hereafter grant any license under the
----------
KEEPERED  MEDIA PATENTS and KEEPERED MEDIA TECHNOLOGY for monetary consideration
including  a  royalty,  at  a  rate  more  favorable  than that provided herein,
LICENSOR shall notify LICENSEE thereof and effective upon the date of such other
license  and  for  as long as such more favorable royalty rate is in effect, the
royalty  rate  applicable  to  the  license  granted to LICENSEE herein shall be
reduced  to  the  royalty  rate  specified  in  such  other license, but only if
LICENSEE  accepts  any  less  favorable  monetary  and  other  terms that may be
included  in  the  agreement  under  which  such  other license is granted. This
Section  shall  not  apply  in  cases  where  LICENSOR receives in lieu of or in
addition  to  a  cash royalty, a grant of patent rights, a royalty-free or other
license,  or  other  considerations  than  that  provided  in  this  Agreement.

Section  7.     If any of the claims of a KEEPERED MEDIA PATENT shall be held to
-----------
be invalid or limited as to scope by a court of last resort, or by a lower court
of  competent  jurisdiction  from  whose decree no appeal is taken or certiorari
granted,  within  the  period allowed therefor, the construction placed upon the
such  KEEPERED  MEDIA  PATENT by the courts shall be followed from and after the
date  of  entry  of  the decree of such court, and royalties shall thereafter be
payable  by  LICENSEE  only  in accordance with such construction until the same
shall  be modified or reversed by a subsequent court decree, and with respect to
claims  which  are  by  any  such  decree  held to be invalid, LICENSEE shall be
relieved  of  its  obligation  to  make reports and to pay royalties on LICENSED
PRODUCTS  sold  under  and  covered only by said claims, until the decision with
respect  to  such  claims  shall  be  modified or reversed by a subsequent court
decree.

Section  8.     Unless  otherwise specifically agreed to in writing by LICENSOR,
-----------
LICENSEE  agrees  not  to use the trade name "AMPEX" or the trademark "AMPEX" in
any  of  their  forms,  in  any manner with respect to LICENSED PRODUCTS. Unless
otherwise  specifically  agreed to in writing by LICENSOR and except as provided
under  Article  VI  of  this  Agreement,  LICENSEE  agrees  not  to  use  any
identification  names,  marks, or symbols with respect to LICENSED PRODUCTS that
in  any  respect  resemble those used on similar products manufactured by or for
LICENSOR.

Section  9.     LICENSEE agrees that it will not export or reexport, directly or
-----------
indirectly,  any  products  made  under KEEPERED MEDIA PATENTS to any country in
violation  of  any  United States export control laws or regulations as the same
may  be  modified  from  time  to  time.


                                  Page 10 of 11
<PAGE>
Section 10.     LICENSOR and LICENSEE agree that neither will willfully disclose
-----------
the  terms  and  conditions  of  this  License  Agreement  except:

a.   With the prior written consent of the other party,  which consent shall not
     be unreasonably withheld, or

b.   By  disclosure to a court or government  body having  jurisdiction  to call
     therefor, or

c.   As may be necessary to establish its rights hereunder.


AMPEX  CORPORATION                               ULTRACARD,  INC.

By:       /s/  XXX                               By:       /s/  XXX
   --------------------------                       ----------------------------

Title:     Vice  President                       Title:     President
      -----------------------                          -------------------------

Date:    November 12, 1999                       Date:     November 12, 1999
     ------------------------                         --------------------------


                                  Page 11 of 11
<PAGE>
                               AMPEX  CORPORATION
                           KEEPERED MEDIA PATENT LIST
                               SCHEDULE A - PART 2


Reference Number  Country       Patent No.        Expiration date
----------------  --------  -------------------  ------------------

3219              U.S.A.                4985795  January 15, 2008
                  JAPAN                 2027179  December 15, 2006
                  KOREA                  103266  December 15, 2006
                  TAIWAN                NI28358  December 31, 2002
3246              U.S.A.                5041922  July 23, 2010
                  AUSTRLA                594998  December 15, 2002
                  CANADA                1322407  September 21, 2010
                  JAPAN                 2704957  December 15, 2006
                  KOREA                   86611  December 15, 2001
                  TAIWAN               NI-28422  January 15, 2003
3261              U.S.A                 5153796  October 6, 2009
                  CANADA                1279726  January 29, 2008
                  JAPAN                 2571805  December 15, 2006
                  KOREA                  115084  December 15, 2006
                  TAIWAN               NI-49682  May 26, 2005
3336              U.S.A.                5189572  February 23, 2010
3386              U.S.A.                5130876  December 8, 2009
                  JAPAN     Application pending
                  KOREA     Application pending
3512              U.S.A.                5039655  July 28, 2009
3849              U.S.A.                5729413  December 20, 2015
                  EURPAT    Application pending
                  JAPAN     Application pending
3856              U.S.A.                5870260  February 9,2017
                  U.S.A.    Application pending
                  EURPAT    Application pending
                  JAPAN     Application pending
                  KOREA     Application pending
3858              U.S.A.                5861220  August 6, 2016
3859              U.S.A.                5843565  October 31, 2016
                  P.C.T.    Application pending
3860              U.S.A.                5830590  June 28, 2016
                  U.S.A.    Application pending
                  EURPAT    Application pending
                  JAPAN     Application pending


                                     Page 1
<PAGE>
                                AMPEX  CORPORATION
                            KEEPERED MEDIA PATENT LIST

                                SCHEDULE A-PART 1


Reference                         Title                        First Filing Date
Number
3219    MAGNETIC TRANSDUCER HAVING A SATURABLE KEEPER AND A         Dec 13, 1985
        RECORDING/REPRODUCING APPARATUS UTILIZING THE
        TRANSDUCER

3246    MAGNETIC RECORDING MEDIUM HAVING A MAGNETICALLY             Dec 13, 1985

3261    METHOD AND APPARATUS FOR MAGNETIC TRANSDUCING               Dec 13, 1985

3336    MAGNETIC CONTROL OF A TRANSDUCER SIGNAL TRANSFER ZONE       Mar 24, 1986
        TO EFFECT TRACKING OF A PATH ALONG A RECORD MEDIUM

3386    SOLID STATE SCANNING TRANSDUCER THAT UTILIZES LOW FLUX      Dec 8, 1989
        DENSITIES

3512    THIN FILM MEMORY DEVICE HAVING SUPERCONDUCTOR KEEPER        Jul 29, 1989
        FOR ELIMINATING MAGNETIC DOMAIN CREEP

3849    TWO-GAP MAGNETIC READ/WRITE HEAD                            Dec 20, 1995

3856    IMPROVED MAGNETIC RECORDING SYSTEM HAVING A                 Dec 20, 1995
        SATURABLE LAYER AND DETECTION USING MR ELEMENT

3858    METHOD AND APPARATUS FOR PROVIDING A MAGNETIC STORAGE       Aug 6, 1996
        AND REPRODUCING MEDIA WITH A KEEPER LAYER HAVING
        LONGITUDINAL ANISOTROPY

3859    PARTICULATE MAGNETIC MEDIUM UTILIZING KEEPER                Oct 31, 1996
        TECHNOLOGY AND METHOD OF MANUFACTURE

3860    MAGNETIC STORAGE AND REPRODUCING SYSTEM WITH A LOW          Jun 28, 1996
        PERMEABILITY KEEPER AND A SELF-BIASED MAGNETORESISTIVE
        REPRODUCE HEAD


                                     Page 1
<PAGE>