JOINT DEVELOPMENT AND SUPPLY AGREEMENT
                               FOR CARD SUBSTRATES

     THIS  JOINT  DEVELOPMENT  AND  SUPPLY  AGREEMENT  FOR  CARD SUBSTRATES (the
"Agreement") is made this   day of July, 2000, by and between UltraCard, Inc., a
                         ---
Nevada  corporation  having a place of business at 16795 Lark Avenue, Suite 102,
Los  Gatos,  California  95008  ("UltraCard")  and  Colorado Plasticard, Inc., a
Colorado  corporation,  having  a place of business at 10368 W. Centennial Road,
Littleton,  Colorado  80127  and  California  Plasticard,  Inc.,  a  California
corporation  having  a  place  of  business at 1380 W. Washington Boulevard, Los
Angeles,  California  90007  (hereinafter  referred  to  collectively as "CPI").

                                    Recitals:
                                    ---------

     (A)     UltraCard  desires  to  enter  into  a Joint Development and Supply
Agreement  wherein  CPI  would  design,  develop  and supply card bodies or card
substrates  (the  "Card  Substrates")  to  receive  and  embed a magnetic media,
designated  by  UltraCard,  and,  upon  successful  qualification  of  the  Card
Substrates,  in  UltraCard's  sole  discretion,  to be a supplier of UltraCard's
needs  thereafter.

     (B)     CPI  offers  development  and  supply  services  generally  and
specifically,  has  the  capability  of jointly developing and manufacturing for
UltraCard  such  Card  Substrates.

     (C)     UltraCard  and  CPI  desire  to  enter into a Joint Development and
Supply  Agreement  for Card Substrates and to set forth the terms and conditions
under  which  CPI  is  to  provide  the  design  services  to  UltraCard.

     In  consideration  of the mutual premises set forth below between UltraCard
and  CPI,  the  parties  agree  as  follows:

     (1)  CARD  SUBSTRATE  SPECIFICATIONS

     (A)  A  Schedule  labeled  "Initial  Card  Substrate  Specifications"  is
identified  as  Exhibit  A and attached hereto. Exhibit A represents UltraCard's
initial  specifications,  form,  fit and function requirements for the UltraCard
Card  Substrate.

     (B)  CPI  shall  assist  UltraCard  in  establishing  a  Card  Substrate
specification  based on the Initial Card Specification of Exhibit A which are to
comprise  various  designs and are to be fabricated from various materials to be
specified  by  UltraCard.


                                      -1-
<PAGE>
In  addition,  the  card  substrates  are  to  meet  certain  specifications for
corrosion,  reliability  and  mechanical functions as specified in ISO Standards
applicable  to  such  card  substrates  and  embedded  magnetic media, all to be
specified  by UltraCard in the Card Substrate Specifications. The parties are to
agree  in  writing  on  Card  Substrate  specifications  (the  "Card  Substrate
Specification")  for  purposes  of proceeding with the Design and Development of
Card  Substrates  set  forth  in  Paragraph  2  set  forth  below.

     (C)  The  parties are to mutually agree in writing to any revisions to Card
Substrate  Specification.

     (2)  DESIGN  AND  DEVELOPMENT  OF  CARD  SUBSTRATES

     (A)     During the term of the agreement, CPI agrees to assign to this card
substrate  project an experienced card substrate engineer to assist UltraCard in
the  design  and  development  for  UltraCard  of  various  card  substrates for
receiving  and  embedding  a  magnetic  media  meeting  the  Card  Substrate
Specifications  (the  "UltraCard  Card  Substrate  Project")  and  to deliver to
UltraCard  a  specified  quantity  of  finished  card  substrates  prototypes as
specified  below  in  Paragraph  (3).

     (B)     CPI  will  provide  UltraCard access to its facilities, facilities'
resources,  card  processing  equipment, and equipment operators for a period no
less  than  sixteen  (16)  hours  per week and UltraCard shall have the right to
assign UltraCard and employees, consultants or agents, at UltraCard's discretion
and  expense,  as required to enable UltraCard to have such access to CPI during
the  term  of  this  Agreement.

     (C)     CPI is to agree to provide UltraCard with a biweekly written review
of  all  significant  matters  relating to the UltraCard Card Substrate Project.

     (3)     DELIVERY  OF  FINISHED CARD SUBSTRATES
             PROTOTYPES/EXTENSION OF TERM

     (A)     As  part  of  the  UltraCard  Card  Substrate  Project  and for the
original  term of the Agreement specified in Paragraph 8(A) below (the "Original
Term"),  CPI  and  UltraCard  are  to  agree  as  follows:

         (i) CPI  shall  deliver  to  UltraCard  per month, commencing the first
month  of  the  Original  Term,  a  minimum  of five hundred (500) finished Card
Substrates  prototypes  in  various


                                      -2-
<PAGE>
designs  and materials meeting the applicable Card Substrate Specifications, the
quantities  of  applicable  designs  and  materials  as  set forth in a Schedule
labeled  "Prototype  Card  Substrate  Deliverables"  and  which is identified as
Exhibit  A  and  attached  hereto  (the  "Minimum Deliverable Card Substrates");

         (ii) CPI  shall  deliver  to  UltraCard per month, commencing the first
month  of  the  Original Term additional finished card Substrates prototypes, in
quantities  designated  by  UltraCard,  up  to  a  maximum  of an additional two
thousand (2000) per week of various designs and materials meeting the applicable
Card  Substrate  Specifications,  the  quantities  of  applicable  designs  and
materials  as  set  forth  in  the  Schedule  labeled  "Prototype Card Substrate
Deliverables"  of  Exhibit  A  (the  "Additional  Deliverable Card Substrates").

         (iii) Commencing  the  second  week  of  the  Original  Term, CPI shall
schedule  at least one Card Substrate Fabrication Process per week based on: (a)
the  Card Substrate Specifications; (b) the quantities of card substrate designs
and  materials  specified  by  UltraCard;  (c)  the  Minimum  Deliverable  Card
Substrates and (d) the number of Additional Deliverable Card Substrates. CPI and
UltraCard  shall  mutually  agree  on  the lead time required by CPI to meet the
UltraCard  requirements  for  the weekly Minimum Deliverable Card Substrates and
the  weekly  number  of  Additional  Deliverable  Card  Substrates.

     (B)     CPI and UltraCard shall meet, and in good faith, negotiate mutually
agreeable  terms  and conditions on a procedure, costs and services for enabling
UltraCard  to  have  the  right to extend the time for requesting CPI to deliver
finished  card substrate prototypes for up to an additional two (2) month period
beyond  the  time  specified  as  the  Original  Term  in  this  Agreement
(the "Extended Term"). UltraCard is to have the right to extend the term for the
Extended Term by providing CPI not less that ten (10) days written notice to CPI
of  UltraCard's  election  to  extend  the  term  as  provided  herein.

     (4)     DESIGN  AND  CARD  SUBSTRATES  PROJECT  COSTS

     (A)     Subject to CPI performing under this Agreement, UltraCard agrees to
pay  CPI  the  following  amounts  under  the  UltraCard Card Substrate Project:

         (i) Ten  Thousand  and  No/100  Dollars  ($10,000.00)  per  month  (the
"Monthly Service Fee") for a period of six (6) months of the Original Term for a
total  of  sixty  thousand  and  No/100


                                      -3-
<PAGE>
Dollars  ($60,000)  which  fees are to cover the design and development services
and  the  Minimum  Deliverable  Card  Substrates  per  week;  and

         (ii) An additional amount per card substrate to be mutually agreed upon
by  CPI  and  UltraCard  for  the  weekly  number of Additional Deliverable Card
Substrates;  and

         (iii) If  UltraCard  extends  the  term  to  the  Extended  Term,  such
additional  amount  as  required  for  the  additional services, any amounts for
Minimum Deliverable Card Substrates for and any amounts for the weekly number of
Additional  Deliverable  Card  Substrates  to be mutually agreed upon by CPI and
UltraCard.

     (5)     PAYMENT  OF  AMOUNTS  DUE  BY  ULTRACARD

     (A)     UltraCard  agrees  to  pay  to  CPI monthly the Monthly Service Fee
during  the  Original  Term  with  the  first  Monthly Service Fee being due and
payable thirty (30) days from the date of the Definitive Agreement and three (3)
successive  Monthly  Service  Fee  payments  to  be  payable monthly thereafter.

     (B)     CPI  agrees  to  bill UltraCard monthly for any amounts due CPI for
the  Additional  Deliverable  Card  Substrates  during the Original Term and any
amounts  due  for  additional Services or Deliverable Card Substrates during the
Extended  Term and UltraCard is to agree to pay the same within thirty (30) days
from  receipt  of  the  applicable  billing.

     (6)     SUPPLY  AGREEMENT

     (A)     UltraCard  had advised CPI that the card substrate, subject of this
Agreement,  is  to  be  used for a United States Government special encoded card
(the  "US  Government  Card"),  and that it is the intent and desire to have CPI
become  a qualified vendor of card substrates to UltraCard for the US Government
Card.  Subject  to  CPI  and  UltraCard  reaching  mutually  agreement  on  the
specifications  applicable  to  the US Government Card, competitive unit pricing
per  card substrate and agreed delivery and supply schedules therefor, UltraCard
agrees  to  use  its  best efforts to have CPI become a qualified vendor of card
substrates  for  the  US  Government  Card.

     (B)     Upon  successful  completion  of  the  specifications  for the card
substrate  and  US  Government  Card  and  CPI  successfully  manufacturing  and
delivering  acceptable  Card Substrates and subject to CPI providing competitive
unit  pricing  per  card


                                      -4-
<PAGE>
substrate  and  agreed delivery and supply schedules therefor, it is UltraCard's
desire to have CPI deliver to UltraCard sufficient quantities of card substrates
to  meet  UltraCard's,  needs for its card substrate deliveries of US Government
Cards.  However,  the  above shall be non-binding on the parties and the parties
shall  be  bound by only upon executing a mutually acceptable written definitive
Government  Supply Agreement and which is acceptable, as required, to the United
States  Government.

     (7)     INTELLECTUAL  PROPERTY

     (A)     UltraCard is to exclusively own all intellectual property rights to
the Card Substrate and to all technology developed by CPI in connection with the
UltraCard  Card  Substrate  Project  (the  "UltraCard  Proprietary  Rights").

     (B)     To  the  extent  that  inventions,  ideas,  concepts,  software
modifications, or computer programs are developed by CPI either alone or jointly
with employees or representatives of UltraCard relating to UltraCard Proprietary
Rights, and whether or not patentable or copyrightable, CPI agrees that all such
rights  thereto shall be assigned to and vested in UltraCard. CPI further agrees
that  all  original works of authorship which are made by CPI (solely or jointly
with others) within the scope of or relating to UltraCard Proprietary Rights and
which  are  protectable  by  copyright are "works made for hire" as that term is
defined  in  the  United  States  Copyright  Act. CPI agrees to execute, without
additional  compensation, patent applications, copyright applications, copyright
assignments,  patent assignments, trademark assignments and such other documents
reasonably  required by Counsel for UltraCard to effectuate the purposes of this
paragraph.

     (C)     CPI  further  agrees  to  assist  UltraCard,  or  its designees, at
UltraCard's  expense,  in  every  proper way to secure UltraCard's rights in the
inventions  and  any copyrights, patents, mask work rights or other intellectual
property  rights  relating  thereto  in  any  and  all  countries, including the
disclosure  to  UltraCard  of all pertinent information and data with respect to
UltraCard Proprietary Rights, the execution of all applications, specifications,
oaths,  assignments  and  all  other  instruments  which  UltraCard  shall  deem
necessary  in  order  to apply for and obtain such rights and in order to assign
and  convey  to  UltraCard,  its  successors,  assigns and nominees the sole and
exclusive  rights,  title  and  interest  in  and  to  such  inventions, and any
copyrights,  patents,  mask  work  rights  or other intellectual property rights
relating  thereto.  CPI,  also, further agrees that its obligation to execute or
cause  to  be executed, when it is in its power to do so, any such instrument or
papers  shall  continue  after  the  termination  of  this  Agreement.


                                      -5-
<PAGE>
     (D)     It  is understood that during the performance under this Agreement,
there  will be a technical exchange between UltraCard, its employees and agents,
and  CPI.  Confidential  and proprietary information will be disclosed to and/or
developed  by  UltraCard,  its  employees and by CPI (the "Confidential Business
Information"). It is expressly understood and agreed, as part of this Agreement,
UltraCard  shall own all of such Confidential Business Information, and that CPI
agrees  that the same shall be, and is, confidential and proprietary information
of  UltraCard. It is expressly understood and agreed that CPI shall not have the
right  to use the Confidential Business Information for CPI's own benefit nor to
use  the  same  for  the  benefit  of  any  third  party.

     (E)     In  the  event  CPI incorporates any of CPI proprietary rights into
the UltraCard Writer/Reader Device or the Card Substrate (the "CPI Rights"), CPI
hereby  grants  to  UltraCard a non-exclusive, royalty free right and license to
use  the  CPI  Rights.

     (8)     TERM/TERMINATION  RIGHTS

     (A)     The  Original Term of the Definitive Agreement is to be for six (6)
months,  which  can  be  extended as provided in Paragraph 3(B), with reasonable
rights of cancellation by either party for non-performance or breach of terms by
a  party  providing  written  notice  thereof  to  the  other  party,  provided,
                                                                       ---------
however, that the  party exercising its rights hereunder shall first provide the
-------
other party with thirty (30) days prior written notice of the non-performance or
breach  and the other party shall have failed to cure the same within the thirty
(30)  day  period.

     (B)     Notwithstanding any other provision of this Agreement, UltraCard is
to  have  the  right  to  terminate  and/or cancel this Agreement at any time by
providing  and  delivering  to  CPI  a  Written  Notice  of  Termination,  which
termination  shall  be effective upon receipt of the same by CPI (the" Effective
Date  of  Termination").

     (C)     In  the  event  that  UltraCard  exercises  its rights set forth in
Paragraph  8(B)  above,  UltraCard's obligation shall be to pay the actual costs
incurred  by  CPI  to  the  Effective  Date  of  Termination.


                                      -6-
<PAGE>
     (9)     INTERPRETATION

     (A)     The  parties  agree  that all provisions of this Agreement, and any
questions  concerning  its construction and interpretation, shall be governed by
the  laws  of  the  State  of  California.

     (B)     This  Agreement supersedes any and all previous agreements, written
or  oral,  between  the  parties  relating  to  the  subject  matter  hereof.

     (C)     No  amendment  or modification of the terms of this Agreement shall
be  binding  upon  either  party  unless  reduced  to  writing and signed by the
parties.

     (D)     In  the  event  any  provision  hereof  is  deemed null and void or
unenforceable,  the  remaining provisions thereof shall remain in full force and
effect.

     (10)     NOTICES

     All  notices, reports and payments made pursuant to this Agreement shall be
in  writing  and  addressed to the parties at the address set forth in the first
paragraph  of this Agreement unless notice of a different address is supplied by
either  party  to  the  other.


                                      -7-
<PAGE>
     IN  WITNESS  WHEREOF, each of the parties has executed this Agreement as of
the  day  and  year set forth below adjacent to their respective signatures, but
effective  as  of  the  day  and  year  first  set  forth  above.

                                      UltraCard,  Inc.,
                                      a  Nevada  corporation

Date:  July, __ 2000               By____________________________
                                      Don  Mann,
                                      Chief  Technical  Officer

                                      CPI  INC,
                                      a  California  corporation

Date:  July, __ 2000               By____________________________
                                      Leidy  Fogle,
                                      Vice President Manufacturing

                                      CPI  INC,
                                      a  Colorado  corporation

Date:  July, __ 2000               By____________________________

                                   Print_________________________

                                   Title_________________________


                                      -8-
<PAGE>
                                    EXHIBIT A



                                      -9-
<PAGE>
                      INITIAL CARD SUBSTRATE SPECIFICATIONS
                      -------------------------------------

DESIGN  SPECIFICATION,                                              A1
 ULTRACARD MAGNETIC
     INSERT/CARD



                                     [LOGO]
                                 ULTRACARD INC.



                              Magnetic Insert/Card
                              Design Specification



                                      DRAFT



         REVISION  HISTORY:

         Revision   Date    Change Description                Author
             A     6-9-00   Original Draft                      S.
                                                             Kincannon
             B     7-6-00   Add card materials and options      S.
                                                             Kincannon


TABLE  OF  CONTENTS


                                      -10-
<PAGE>
1.0  SCOPE
This  document  describes  the  requirements  for  the  design  of the UltraCard
Magnetic  Insert/Card  containing  5  Mbytes  of  magnetic  data  on the insert.

2.0  APPLICABLE DOCUMENTS
     2.1  UCxxxx, Design Specification of Reader/Writer.
     2.2  ISO/IEC 7810: 1995, Identification cards - Physical characteristics.
     2.3  ISO/IEC 7811-1: 1995, Identification cards - Recording technique
               Part 1: Embossing.
               Part 2: Magnetic stripe.
               Part 3: Location of embossed characters on ID-7 cards ----
               Part 4: Location of read only magnetic tracks -Tracks 1 and 2.
               Part 5: Location of read-write magnetic track -Track 3.
     2.4  ISO/IEC  7811-2:  1995,  Identification  cards -  Recording  technique
          -ISO/IEC 7811-6: 1996, Identification cards Recording technique - Part
          6: Magnetic stripe - High coercivity.
     2.5  ISO/IEC 7812, Identification cards - Numbering system and registration
          procedure for issuer identifiers,
     2.6  ISO/IEC  7813:  1995,  Identification  cards -  Financial  transaction
          cards.
     2.7  ISO/IEC 7816: 1991, Identification cards - Integrated circuit cards.
     2.8  ISO/IEC 14443-1: 2000,  Identification cards -Integrated circuit cards
          - Contactless integrated circuit (s) cards.

3.0  PHYSICAL CHARACTERISTICS

The  following physical characteristics describe the card after insertion of the
magnetic insert into an ID-1 card type meeting the requirements of ISO 7810, ISO
7811,  ISO  7812,  ISO  7813,  ISO  7816,  and  ISO  14443.

     3.1   General
          The physical characteristics specified for all types of identification
          cards in ISO  7810  shall  apply to  magnetic  insert  cards  with the
          exception of Resistance to chemicals (see sub-clause  8.1.4). The card
          body shall not exhibit any adverse  effects in flexure,  lamination or
          physical  dimensions when partially submerged into separate solutions,
          as described in  ISO/IEC10373.  Information  contained on the magnetic
          stripe,   integrated  circuit  or  magnetic  insert  may  be  rendered
          ineffective as the result of contamination.


                                      -11-
<PAGE>
     3.2    Card  Material
          If  laminated  the card will be PVC, PET or  Polycarbon.  If injection
          molded the material will be ABS. The card will be 30 to 33 mils thick.
          The final card will be a hybrid of materials.

     3.3   Surface  Quality
          The final surface of the card may be matte, silk or high gloss.  Print
          quality will be high and may be offset,  UV, or silk screen.  Printing
          will be overlaid with a protective layer.


                                    [diagram]



                    FIGURE 1. CARD BODY WITH INTERNAL POCKET


                                    [diagram]


                                      -12-
<PAGE>
                                                                       FIGURE 2.
MAGNETIC  INSERT

     3.4     Physical  Description  of  the  Magnetic  Insert

          The  strip  will be a 0.010  inch  thick  piece of  beryllium  copper,
     inconel  or other  nonmagnetic  substrate  that  will be  sputtered  with a
     magnetic  layer and  protective  overcoats.  The insert will contain a data
     area that will hold 5 Mbytes of data.

     3.5     Additional  characteristics

          3.5.1 Mechanical strength

          The card shall  resist  damage to its  surface  and to any  components
          contained in it and shall remain intact during normal use, storage and
          handling.

          3.5.2  Electromagnetic  interference  (between   magnetic  stripe  and
          magnetic insert)

          If the card carries a magnetic  stripe,  the magnetic insert shall not
          be  damaged,  malfunction  or be  altered  after  reading,  writing or
          erasing of the magnetic stripe. Conversely, the writing and reading of
          the  magnetic  insert  shall not cause a  malfunction  of the magnetic
          stripe or its associated reading, writing or handling mechanisms.

          3.5.3  Electromagnetic fields

          The  exposure of the card to a ????  A*r/m (????  Oe)  magnetic  field
          shall not cause malfunction of the magnetic insert.  The test shall be
          affected with a static magnetic field of the indicated value.

          WARNING - THIS MAGNETIC  FIELD WILL ERASE THE CONTENTS OF THE MAGNETIC
          STRIPE (IF USED).

          3.3.4 Do not perform "Peel  Strength" test (see  ISO10373,  subsection
          5.3) through the pocket area of the card body.


                                      -13-
<PAGE>
     3.6     Interchangeability

      All magnetic strips can be read or written by any Ultracard reader/writer.

     3.7  Options
          Holograms:            Optional
          Signature  Panel:       Yes
          Punch  of  Plug:        No
          Personalization:
           Thermal  Printing:     Optional
           D2T2:                  Optional
           Laser  Engraving:      Optional
           Laser  Photo:          Optional
           Embossing:             Yes
           Ink  Jet:              Optional

4.0     RELIABILITY  REQUIREMENTS

     4.1  Insertions
          The card and insert can be inserted, read and written 20,000 times.

     4.2  Flexibility
          The card body with no  integrated  circuits  or  magnetic  insert will
          withstand 20,000 flexures;  with an integrated  circuit 1000 flexures;
          and with the magnetic insert 250 flexures.


                                      -14-
<PAGE>
                      PROTOTYPE CARD SUBSTRATE DELIVERABLES
                      -------------------------------------

<TABLE>
<CAPTION>
<S>         <C>            <C>            <C>            <C>            <C>            <C>
               Month 1        Month 2        Month 3        Month 4        Month 5        Month 6

Contracted     500 cards/    500 cards/     500 cards/     500 cards/     500 cards/     500 cards/
Mininum        month         month          month          month          month          month
Delivery

Contracted    Up to 2000     Up to 2000     Up to 2000     Up to 2000     Up to 2000     Up to 2000
Additional    cards/month    cards/month    cards / month  cards / month  cards / month  cards / month
Delivery




<FN>
_______________
1  Price  for Additional Deliverable Card Substrates to be negotiated (See 4 (A)
(ii)
</TABLE>


                                      -15-
<PAGE>
     IN  WITNESS  WHEREOF, each of the parties has executed this Agreement as of
the  day  and  year set forth below adjacent to their respective signatures, but
effective  as  of  the  day  and  year  first  set  forth  above.


                                       UltraCard,  Inc.,
                                       a  Nevada  corporation

Date:  July  14,  2000              By  /s/  Don  Mann
            ---                        --------------------------------
     Don  Mann,
     Chief  Technical  Officer

                                       CPI  INC,
                                       a  California  corporation

Date:  July  14,  2000              By  /s/  Leidy  Fogle
            ---                       ---------------------------------
                                       Leidy  Fogle,
                                       Vice  President  Manufacturing

                                          CPI  INC,
                                          a  Colorado  corporation

Date:  July,  2000                  By_________________________________

                                    Print______________________________

                                    Title______________________________


                                      -16-
<PAGE>