SUB-DISTRIBUTION AGREEMENT

THIS SUB-DISTRIBUTION AGREEMENT (this "Agreement") is made as of this   13th day
                                                                       -----
of     July,    1998,  by  and  between  Global  Cybersystems,  Inc.,  a  Nevada
   ------------
Corporation  (the  "Distributor")  and  Financial  Electronic  Systems,  Inc., a
California  Corporation  ("Sub-distributor"  or  "Finet").

RECITALS

     A.     UltraCard and Distributor have entered into a Distribution Agreement
dated  as  of May 27, 1998 (the "Master Agreement"), pursuant to which UltraCard
has  granted  Distributor  an  exclusive distributorship with respect to certain
applications of the UltraCard Products in certain Territories. Capitalized terms
used  herein  and  not  defined  herein  shall have the meanings assigned in the
Master  Agreement.

     B.     Finet  wishes  to  acquire  a  sub-distributorship  with  respect to
worldwide  gaming/applications,  and  Distributor  is willing to enter into such
sub-distributorship  on  the  terms  and  conditions  set  forth  herein.

          Now,  therefore,  in  consideration  of  the  premises,  and  the
representations,  covenants  and  agreements hereinafter contained and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the  parties  hereto,  intending  to  be  legally bound, agree as
follows:

SECTION  1.     DEFINITIONS
                -----------

     1.1     "Ultracard  Products"  shall  mean  the  cards,  read/write  units,
technology  and  any or all other products listed on Exhibit "A" attached hereto
and  incorporated  herein.  "UltraCard  Products" shall also include any and all
improvements,  replacements,  refinements,  derivatives  or modifications to any
such  Product  as developed, acquired or implemented by UltraCard or Distributor
from  time  to  time,  and provided further that such Exhibit "A" may be revised
from  time  to  time  by  mutual  written  consent  of both parties. Distributor
reserves  the  right to eliminate any UltraCard Products for which production is
discontinued;  provided,  however,  that  such  discontinued  products  shall be
replaced  on  Exhibit  "A"  at  such  time  as  production  of  such products is
recommenced  and  made  available  to  any  other  person. Distributor will give
Sub-distributor written notice of the discontinuance of any products at least 55
days  in  advance  of  such  discontinuance,  and  shall  use  all  commercially
reasonable  efforts  to  replace  such  products  prior to their discontinuance.

1.2     "Territory"  shall  mean  the  world.


<PAGE>
     1.3     "Application" shall mean any applications of the UltraCard Products
and/or  Distributor Technology that include or relate to wagering, gaming, games
of  chance,  lottery,  bingo,  betting,  sports  event  wagering,  or  any other
circumstances  wherein  there  is  an  accumulation  of  losses  or  winnings.

     1.4     "Distributor  Technology"  shall  mean  any  enhancements,
modifications,  know-how,  software,  hardware  or  other  intellectual property
developed  or  acquired  by  Distributor with respect to the UltraCard Products.

SECTION  2.     APPOINTMENTS  AND  ACCEPTANCE
                -----------------------------

     2.1     Distributor  hereby  appoints  Sub-distributor  as  the  exclusive
Sub-distributor  of  UltraCard Products for the Application within the Territory
and  grants  all  the  rights  to develop software applications, distribute, and
exploit  the  UltraCard  Products  and Distributor Technology in connection with
such  appointment.

     2.2     Sub-distributor  accepts  such  appointment.

     2.3     Sub-distributor  is  hereby  authorized to develop, create, modify,
enhance  and/or acquire such software, know-how and other technology in order to
use  and commercialize the UltraCard Products for the Application and to provide
UltraCard  Products to end-users and other customers, either directly or through
additional  sub-distributors  or  value-added-re-sellers, provided, however that
the  rights  of such sub-distributors or value-added-re-sellers shall not exceed
those granted to Sub-distributor herein and that Distributor is notified of said
sub-distributors.  All  software,  know-how  and  other  technology developed or
acquired  by  Sub-distributor ("Sub-distributor Technology") shall be and remain
the  sole  property  of  Sub-distributor.

SECTION  3.     OBLIGATIONS  OF  SUBDISTRIBUTOR
                -------------------------------

     3.1     Sub-distributor  agrees  to  use  its  best  efforts  to  promote
diligently  the  sale of UltraCard Products within the Territory, and to develop
the  Application  to further promote the sale of products, and will consult with
Distributor  and  UltraCard  respecting  its  marketing  plans,  programs  and
techniques  to  insure  that the same do not materially prejudice Distributor or
UltraCard  or  their  other  marketing  arrangements.

     3.2     Sub-distributor understands and agrees that UltraCard Products sold
to Sub-distributor hereunder may bear markings, legends or trade names installed
or  placed  thereon  by Distributor and/or UltraCard.  Distributor and UltraCard
shall  supply  a  list  of  trademarks,  trade-names and loges to be included on
UltraCard  Products  within  a  reasonable  time  following  execution  of  this
Agreement.  Sub-distributor  shall  be  entitled  to  use  its  own  marking  on
UltraCard  Products it sells in the Territory, provided such marking, legends or
trade  names  by Distributor and/or UltraCard shall not be removed, concealed or
covered  by  Sub-distributor's  markings,  without  the prior written consent of
Distributor  and/or  UltraCard,  as  the  case  may  be.


<PAGE>
     3.3     Sub-distributor  acknowledges  that  during the Term (as defined in
Section  6),  Distributor  and/or UltraCard may furnish Sub-distributor with, or
Sub-distributor  may  have  access  to,  information  pertaining to Distributor,
UltraCard,  UltraCard  Products  and Distributor Technology, as the case may be,
which  is  confidential  and proprietary in nature ("Confidential Information").
Sub-distributor  agrees to use all Confidential Information obtained directly or
indirectly  from Distributor and/or UltraCard for the sole purpose of performing
under  this  Agreement.  Sub-distributor  shall  not  disclose  any Confidential
information  to  any  third party without the prior written consent of UltraCard
(except disclosures made to employees or agents of Sub-distributor on a "need to
know  basis"  subject  to  an  obligation  of  confidentiality,  or  necessary
disclosures  made to customers of UltraCard Products).  Confidential Information
shall  not  include  information which (a) was known to Sub-distributor prior to
receipt  of  any Confidential Information from Distributor and/or UltraCard; (b)
becomes  known  to  Sub-distributor  from  sources other than Distributor and/or
UltraCard;  or  (c) becomes a matter of public knowledge other than by breach of
the  Agreement  by  Sub-distributor.

     3.4     Distributor  will  provide Sub-distributor with all sales inquiries
received,  which  are  directed  toward  end  user purchase or re-sellers of the
Application.

     3.5     Sub-distributor  will  provide Distributor quarterly status reports
that  indicate the end user applications being pursued in the marketplace.  This
information  will  be  held  in  confidence  by distributor, subject only to its
obligations  under  the  Master  Agreement.

     3.6     Sub-distributor  will  use  its best efforts to undertake marketing
commitments  commensurate  with  industry  standards  and to engage, as it deems
appropriate  in  its  reasonable  discretion,  mutually  agreed upon value added
reseller's  ("VAR's")  for  the  UltraCard  Products.

     3.7     Sub-distributor  agrees  to  attend  such  industry  trade  shows,
lectures,  symposiums and the like and to subscribe to such industry periodicals
as it deems necessary or appropriate in its reasonable discretion to perform its
obligations  hereunder.

     3.8     Sub-distributor  will provide a "beta" test site for application(s)
of  the  UltraCard  Products, on terms and conditions mutually acceptable to the
parties.

SECTION  4.     PRICES  AND  TERMS

     4.1     Attached  hereto  as  Exhibit  "C"  and  incorporated herein is the
current UltraCard Product Book ("the UltraCard Product Book"). For all UltraCard
Products,  Distributor  shall charge Sub-distributor the prices set forth in the
UltraCard  Product  Book. Distributor shall give Sub-distributor at least thirty
(30)  days'  written  notice of any price changes affecting any of the UltraCard
Products,  prior  to  the  effective  date of such price change. Sub-distributor
shall  be  entitled  at  all  times  during  the  Term  to  purchase


<PAGE>
UltraCard  Products  at  the  most  favorable prices and terms as offered to any
other  distributor  or  customer  of  UltraCard  or Distributor. Distributor and
UltraCard  shall  offer  Sub-distributor its standard credit arrangements, which
shall  include a two percent (2%) discount for all payments made within the (10)
days  of  Sub-distributor's actual receipt of UltraCard Products and the related
invoice.

SECTION  5.     EXCLUSIVITY
                -----------

     5.1     During  the  Term  (as defined below), Sub-distributor shall be the
exclusive  distributor  for  all  UltraCard  Products  and  distributor  for all
Distributor  Technology  for  the Application. Distributor shall not, during the
Term,  engage  any other sub-distributor or other licensee of UltraCard Products
or  the  Distributor  Technology  for  the  Application.

SECTION  6.     TERM  OF  AGREEMENT
                -------------------

     6.1     The  term of this Agreement ("the Term") shall commence on the date
hereof  and shall continue until the second anniversary of the first delivery of
UltraCard  Products  to  Sub-distributor  for  distribution and sale Pursuant to
orders  from  Sub-distributor  as  contemplated  by  this  Agreement, subject to
automatic  renewal  for  successive  two-year  terms as set forth below. For all
purposes  of  this Agreement, "Term" shall mean and include the initial term and
all  extended  or  renewal  terms as herein provided. During the initial term of
this  Agreement the Sub-distributor's annual sales of UltraCard Product shall be
two  million  dollars  gross  sales.  The  required  Term shall be automatically
renewed  and  extended unless the Sub-distributor has failed to achieve over the
year  prior to the scheduled termination of the Term, a rate of growth in annual
gross  sales  from  UltraCard  Products  that  is  at least equal to twenty-five
percent  (25%) of the growth from its previous year sales of UltraCard Products.
For  example,  if  Sub-distributor achieves an average of 25 million dollars in
gross  annual  sales  during  the  second  Term,  the  Term  shall  be  renewed.
Notwithstanding  the  foregoing,  in  the  event  of a shortfall in the required
annual  sales  during  a  Term,  Sub-distributor  shall  have  the  right to pay
Distributor  the  amount  equal  to  the  net profit that Distributor would have
earned if there had been no such shortfall. Once Sub-distributor achieves annual
sales during a Term of  10  million dollars, no increases in such sales shall be
                       ----
required to automatically renew the Term. If Distributor elects not to renew the
Term because of Sub-distributor's failure to meet the annual sales requirements,
(a)  it shall give Sub-distributor at least sixty (60) days prior written notice
of  the  termination  of  the Term, and (b) it shall suspend such termination if
Sub-distributor disputes that Distributor is entitled to terminate and commences
arbitration  within  such  60-day period. When the arbitration award is rendered
(if the arbitrators determine Distributor is entitled to do so), Distributor may
then  end  the  Term  notwithstanding  any  appeals  of  the  arbitration award.

SECTION  7.     INSURANCE,  RISK  OF  LOSS
                --------------------------


<PAGE>
     7.1     With  respect to all UltraCard Products shipped to Sub-distributor,
Sub-distributor  will  cause  the  same  to  be insured by a reputable insurance
carrier  under  a  policy  providing all-risk coverage (excluding war risk), The
policy  shall be in a form as to entitle Sub-distributor to receive any proceeds
of  such insurance that may become due or payable thereunder and to have any and
all  claims  thereunder.  The  insurance shall be at least in an amount equal to
the  Sub-distributor's purchase price of the UltraCard Products.  Such insurance
shall  remain  in  force  until  the  Products are delivered to Sub-distributor.

SECTION  8.     DELIVERY
                --------

     8.1     Delivery  to Sub-distributor shall be FOB Sub-distributor. Shipping
instructions  shall  be provided on purchase orders submitted by Sub-distributor
to  UltraCard.  If  UltraCard  fails  to comply with the shipping instruction of
Sub-distributor resulting in excess transfer and/or storage charges, such excess
charges shall be the responsibility of Distributor. In the event Sub-distributor
fails  to  specify shipment instructions, Distributor may select the shipper and
enter  into  reasonable  shipping  contracts  at the expense of Sub-distributor.
UltraCard  agrees  to  furnish Distributor's requirements of UltraCard Products,
and  to  effect  delivery  thereof  within  a  commercially  reasonable time and
delivery  schedule, and shall not prefer other parties over Sub-distributor with
respect  to  shipment  of  UltraCard  Products,

     8.2     If the failure of Distributor, UltraCard or Sub-distributor to make
any  delivery  (or  portions  thereof)  when due or perform any other obligation
under  the  Agreement  is occasioned in whole or in part by an act of God or the
public  enemy,  fire,  explosion, perils of the sea, flood, drought, war, riots,
sabotage,  accident, embargo, governmental priority regulation or requirement or
shortage  or  failure  of supply of materials or labor, or any occurrence or act
beyond the control of Distributor, UltraCard or Sub-distributor, as the case may
be,  then,  Distributor, UltraCard or Sub-distributor, as the case may be, shall
be  excused from any such failure and Distributor, UltraCard or Sub-distributor,
as the case may be, shall have no obligation or liability whatsoever arising out
of  or  in  connection with any such failure.  However, each party shall use all
commercially  reasonable  means and measures to overcome or minimize the effects
of  any  such  event, shall perform its obligations hereunder to the extent such
event  does  not  prevent  it  from  doing so, and shall resume full performance
hereunder  as  soon as such event no longer prevents such performance.  Anything
herein  to  the  contrary notwithstanding, if Distributor and/or UltraCard shall
fail  to  deliver UltraCard Products in a timely fashion and/or which are not in
accordance  with  Product  Specifications  or  fit  for  their intended purpose,
Sub-distributor  shall  have the right to manufacture either directly or through
third  parties,  UltraCard  Products,  at  its  own  cost and expense, provided,
however,  that  Sub-distributor  shall  be  allowed a credit against any amounts
owing to Distributor hereunder for the amount Sub-distributor would have paid to
acquire  such  products  from  Distributor.


<PAGE>
     8.3     Except as provided in Section 9 hereof, after delivery of UltraCard
Products  to  the  FOB  point,  Distributor shall not be responsible for loss or
damage  in  transit.  Claims  for  shortages  or damages resulting from shipment
shall  be  made against the carrier or insurer by Sub-distributor, and UltraCard
and  Distributor  shall  not  be  entitled  to  any proceeds of any such claims.


SECTION  9.     ACCEPTANCE  AND  CLAIMS
                -----------------------

     9.1     All  UltraCard  Products shall be received subject to acceptance by
Sub-distributor.  Sub-distributor  or  its  agents  shall  promptly  inspect all
Products  whose containers show evidence of damage. Sub-distributor shall notify
Distributor  of  any  such damage or if it finds a shipment short in quantity of
UltraCard  Products, and shall return damaged products to Distributor for credit
unless  the  carrier  accepts  responsibility  for  the  damage,  in which event
Sub-distributor  shall  adjust  the  loss  with  the  carrier.  In  addition,
Sub-distributor  may  return  any  defective UltraCard Products to UltraCard for
credit in the event that the Sub-distributor or any customer discovers that such
products  are  defective  or  fail  to  perform  to  Product  Specifications (as
described  below),  provided  such claim must be made within thirty (30) days of
the date of delivery to the end-user customer. In event of damaged, defective or
undelivered  UltraCard  Products as aforesaid, Sub-distributor shall be entitled
to a credit equal to its purchase price for the relevant UltraCard Products plus
the  reasonable  charges  of  returning such Products to UltraCard, and all such
amounts  shall  apply  toward  Sub-distributor's  annual  sales  requirements.

SECTION  10.     INDEPENDENCE  OF  THE  PARTIES
                 ------------------------------

     10.1     Distributor  and  Sub-distributor  shall  at  all  times  act  as
independent  parties  without  the  right  or  authority  to bind the other with
respect  to  any agreement, representation or warranty made with or to any third
party.  Distributor  and  Sub-distributor  shall  be  responsible for all costs,
expenses, taxes and liabilities arising from the conduct of its own business, as
well as from the activities of its officers, directors, agents or employees, and
each  shall  hold  harmless  and  indemnify the other from any such obligations.

     10.2     Each  of UltraCard, Distributor, and Sub-distributor respectively,
agrees to indemnify and hold harmless each other party against any injury, loss,
damage  or expense, including but not limited to attorneys' fees, arising out of
or  resulting  from  the  possession,  use,  demonstration or sale of any of the
UltraCard Products (and caused by the negligence of such respective indemnifying
party).  UltraCard  shall  be  responsible for claims arising from the design or
manufacture  of  UltraCard  Products.

SECTION  11.     TERMINATION
                 -----------

     11.1     Except  as  otherwise  provided  herein,  this  Agreement  may  be
terminated  upon  the  happening  of  one  or  more  of  the  following  events:


<PAGE>
     (a)     By  either  party  in the case of a material violation by the other
party  of  any one or more of the terms of this Agreement and the failure of the
violating  party  to correct such violation within a thirty (30) day cure period
following  receipt  of written notice specifying such violation and the intended
termination  of this Agreement, provided that if the party receiving such notice
disputes  the  violation,  the  cure period shall be extended if the dispatching
party  it  commences  arbitration proceedings to resolve the dispute within such
30-day  period.  Further,  if  a  violation  cannot  be cured within such 30-day
period,  the  cure  period  shall  be  extended  so long as the cure is promptly
commenced  and  diligently  prosecuted  to  completion;  or


     (b)     Immediately  by either party if the other party files a petition in
bankruptcy or a petition in bankruptcy is filed against it (a no dismissal of an
involuntary  petition  is  obtained  within  forty-five  (45) days of the filing
thereof)  or  it  becomes  insolvent  or  makes an assignment for the benefit of
creditors  or  any  arrangement  pursuant  to  any  bankruptcy  law.

SECTION  12.     WARRANTIES
                 ----------

     12.1     UltraCard  and  Distributor will make available to Sub-distributor
and  its  customers  a  12-month  (commencing  upon  delivery  to  the end-users
customers)  return-to-factory parts-and-labor warranty programs on all UltraCard
Products,  pursuant  to  which UltraCard shall repair or replace (at UltraCard's
option)  all  UltraCard  Products  that  prove during such 12-month period to be
defective  or  not  to  perform  in  accordance  with  Product  Specifications.

     12.2     Distributor  warrants  that UltraCard Products will be saleable in
the ordinary course of business and shall perform and conform in all respects to
the  Product  Specifications  as set forth in Exhibit "C". Distributor shall not
adversely  modify  the  Product  Specifications during the Term, and the parties
shall  amend  Exhibit  "C"  from time to time to reflect changes or additions to
UltraCard  Products.

     12.3     Distributor  represents  and warrants that it owns or has licensed
all  patents,  copyrights  and  trademarks and similar rights (the "Intellectual
Property Rights") necessary to license, manufacture, ship and sell the UltraCard
Products, all without violating, infringing or conflicting with any Intellectual
Property  Rights  of  third  parties.  Distributor will preserve and protect its
Intellectual  Property Rights against claims and infringements by any party, and
without  limiting  the  generality  of  foregoing (a) Distributor shall promptly
commence  and  diligently  prosecute  appropriate  proceedings  to  enforce  its
Intellectual  Property  Rights  and  prevent  any  other  party  from selling or
distributing  any  product  in the Territory using any technology or information
protected  by UltraCard's or Distributor's Intellectual Property Rights; and (b)
Distributor  will defend and indemnify Sub-distributor and its customers against
any  claims that UltraCard Products or UltraCard's or Distributor's Intellectual
Property  Rights  violate  or  infringe  upon  any


<PAGE>
patent,  trademark  or  similar  rights  held  or claimed by any other party. If
Distributor  fails  to  promptly  act  to  protect  or  maintain  UltraCard's or
Distributor's Intellectual Property Rights, Sub-distributor shall have the right
to  take  such  action as Sub-distributor shall deem necessary or appropriate to
protect  or  maintain  UltraCard's or Distributor's rights, at its own costs and
expense,  provided,  however,  that  sub-distributor  shall  be allowed a credit
against  any  amounts  owing  to  Distributor  hereunder  for  the  amount
Sub-distributor  would  have  paid  to  acquire  such products from Distributor.

     12.4     THE  WARRANTIES  UNDER  THIS  AGREEMENT ARE THE SOLE AND EXCLUSIVE
WARRANTIES  EXPRESS  OR  IMPLIED  GIVEN  BY  DISTRIBUTOR IN CONNECTION WITH THIS
AGREEMENT.  THERE  SHALL  BE  NO  LIABILITY  ON  THE PART OF DISTRIBUTOR FOR ANY
GENERAL,  SPECIAL  OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SALE, MANUFACTURE
OR  USE  OF  ANY ULTRACARD PRODUCTS SOLD HEREUNDER EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED  IN  THIS  SECTION, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED
(INCLUDING,  BUT  NOT  LIMITED  TO,  IMPLIED  WARRANTIES  OF MERCHANTABILITY AND
FITNESS  FOR  A  PARTICULAR  USE  AND/OR  PURPOSE) WITH RESPECT TO THE ULTRACARD
PRODUCTS.

SECTION  13.     SERVICE  OBLIGATIONS
                 --------------------

     13.1     Unless  Sub-distributor elects to receive the maintenance services
provided for in the UltraCard Product Book, Sub-distributor shall be responsible
for  supplying,  or  making arrangements for supplying, all necessary service to
the  UltraCard  Products  for  the  Application.

     13.2     UltraCard  and/or  Distributor  shall  make  available  to
Sub-distributor adequate training, equipment and spare parts for all such repair
and  service  obligations.  Distributor agrees that all UltraCard Products which
Sub-distributor  cannot  repair  shall  be  returned  for repair to Distributor,
either without cost pursuant to the 12-month warranty or at a reasonable cost to
Sub-distributor's  customers.

SECTION  14.     COMPLIANCE  WITH  LAW
                 ---------------------

     14.1     Each  of  Sub-distributor  and  Distributor  shall comply with all
applicable laws, regulations and orders and the like to the extent applicable to
each  in  the  conduct of its business under this Agreement, and shall indemnify
and  hold  the  other  party harmless form any claim, liability, cost or expense
(including attorneys' fees) arising out of a violation thereof by the respective
indemnifying  party.

SECTION  15.     INTELLECTUAL  PROPERTY  RIGHTS
                 ------------------------------


<PAGE>
     15.1     Sub-distributor  is  hereby granted the nonexclusive, royalty free
sub-license  and  privilege to use during the Term all of UltraCard's trademarks
relating  to  all  the  UltraCard  Products,  including  but  not limited to the
trademarks  (or  applications  therefor)  set  forth  in  Exhibit  "D",  all  in
accordance  with  good  business practice.  Sub-distributor shall have the right
and  privilege  to  sublicense  or otherwise permit the use of the trademarks by
others  with  Distributors  prior  written  consent.

     15.2     In  the  event  UltraCard  and/or  Distributor as the case may be,
decides to apply for registration of any of the trademarks in any part or all of
the  Territory,  UltraCard  and/or  Distributor,  as the case may be, shall duly
notify  Sub-distributor  in  writing,  may  request and obtain Sub-distributor's
advice  and  assistance,  if  needed, and shall keep Sub-distributor informed of
pertinent  developments and/or the issuance of registration.  Upon the filing of
an application or issuance of registration of any trademark, such application or
trademark  shall  be  added  to  Exhibit  "D".

     15.3     Sub-distributor  shall  at  all  times  recognize  and respect and
protect UltraCard's right of total ownership of any and all trademarks and shall
not  in  any  way  derogate  UltraCard's  sole  property  rights  in  the  same.

     15.4     Sub-distributor  shall  notify  Distributor  of  any  and  all
infringements  of  UltraCard's  trademark  that  may  come  to Sub-distributor's
attention.

SECTION  16.     ARBITRATION
                 -----------

     16.1     Except  as  otherwise  state  herein,  all disputes, difference or
questions  arising out of relating to this Agreement shall be finally and solely
determined  and  settled  by  arbitration  in Newport Beach, California (or such
other  place  as the parties agree) in accordance with the rules of the American
Arbitration Association then in effect. Said arbitration shall be conducted by a
panel of three arbitrators. In any such arbitration proceedings, the arbitrators
shall  adopt  and  apply  the provisions of the Federal Rules of Civil Procedure
relating to discovery so that each party shall allow and may obtain discovery of
any  matter  not  privileged which is relevant to the subject matter involved in
the  arbitration  to  the same extent as if such arbitration were a civil action
pending  in  a  United  States District Court. Any award or determination of the
arbitration  panel  shall be final, non-appealable and conclusive. Judgment upon
any  arbitration  award  may  be  entered and enforced in any court of competent
jurisdiction.

     16.2     If any arbitration or other legal action is initiated by either of
the  parties  hereto, the prevailing party shall be entitled to recover from the
other  party  reasonable attorneys' fees in addition to other relief that may be
awarded,  All  references  to  "attorneys'  fees"  (and similar phrases) in this
Agreement  shall  include,  without limitation, attorneys' and paralegals' fees,
disbursements and expenses whether suit (or arbitration) be commenced or not and
in  any  administrative,  regulatory,  insolvency, bankruptcy, investigative and
appellate  proceedings.

SECTION  17.     NOTICES
                 -------


<PAGE>
     17.1  Any  notice,  request, instruction or other communication required or
permitted  to be given under this Agreement shall be in writing unless otherwise
specified herein and shall be given by sending such notice properly addressed to
the  other party's address shown below [or any other address as either party may
indicate  by  notice  in  writing to the other from time to time (such notice of
changed  address  to be effective only upon actual receipt by the addressee)] by
prepaid  registered  airmail or by cable or telex or by Federal Express or other
recognized overnight courier delivery service.  All such notices shall be deemed
given three (3) days after the date of mailing or at the time of delivery to the
courier  or  to  a  cable  communications  company  for  transmittal,  or  upon
transmittal  of  a  telex,  as  the  case  may  be:


     If  to  Distributor:     Global  Cybersystems,  Inc.
                              Suite  1010
                              435  Martin  St.
                              Blaine,  WA  98230

     If to Sub-Distributor:   Financial  Electronic  Systems,  Inc.
                              2425  Porter  Street  #2
                              435  Martin  St.
                              Soquel,  CA  95073

SECTION  18.     MISCELLANEOUS
                 -------------

     18.1     Neither  party  may  assign  this  Agreement without prior written
consent  of  the  other  party  hereto.  Notwithstanding  any  conflicting  or
inconsistent  provisions  of  this  Agreement,  Distributor  agrees  that
Sub-distributor may freely enter into and perform joint venture, profit-sharing,
franchise,  sub-distributorship,  or  similar agreements with any other parties,
all as Sub-distributor deems appropriate in its sole discretion, but Distributor
shall not assign all of its right hereunder as an entirety without Distributor's
prior  consent  not  to  be  unreasonably  withheld  or  delayed.

     18.2     The  parties  hereto  agree  that  this Agreement shall be legally
binding  upon them and their respective personal representatives, successors and
permitted  assigns.

     18.3     This  Agreement  contains  the entire understanding of the parties
relating  to  the subject matter hereof and supersedes all prior discussions and
agreements  between  them  with  respect  to  the specific subject matter herein
contained,  and  neither  party  shall  be  bound  by any definition, condition,
warranty,  or representation other than as expressly stated in this Agreement or
as  subsequently  set forth in any instrument in writing signed by an authorized
officer  or  officers  of  the  party  or  parties  to  be  changed.

     18.4     This  Agreement shall be governed by and interpreted in accordance
with the laws of the United States and the State of California as applied by the
courts  therein.


<PAGE>
     18.5     If  any  of  the provisions, or portions hereof, of this Agreement
are  declared  invalid  under any applicable statute or rule or law, they are to
that extent to be reformed or deemed committed and the balance of this Agreement
shall  remain in full force and effect.  The failure of either party to strictly
enforce any of its rights or remedies hereunder shall not constitute a waiver by
the  party in any respect.  In any action to enforce its right hereunder, either
party  shall  be  entitled  to whatever remedy a court of competent jurisdiction
deems  it  right  hereunder, including, but not limited to reasonable attorneys'
fees.

     18.6     This Agreement may be executed in any number of counterparts, each
of  which shall be deemed an original but all of which together shall constitute
on  and  the  same  agreement.

     18.7     All  references  to gender or number under this Agreement shall be
deemed  interchangeably  to  refer  to the masculine, feminine, neuter, singular
and/or plural, as the sense of the context requires. Section titles are included
for  convenience  of  reference only, and shall not affect the interpretation of
this  Agreement.  This  Agreement  includes  and  incorporates  by reference the
Recitals  and  all  Exhibits  hereto.  This  Agreement has been prepared by both
parties  and  their respective counsel, and shall not be construed more strictly
against  either  party  on  the  basis of such party's drafting or preparing the
same. If any party is obligated to indemnify another in respect of a claim, then
(a)  the  indemnifying  party  may  control  defense  thereof  (through  counsel
reasonably  satisfactory  to  the  indemnifying  party),  (b)  the party seeking
indemnity  shall  give  notice  of  the claim to the indemnifying party (but any
failure  or  delay in giving such notice shall not affect the right to indemnity
except  to the extent the indemnifying party is actually prejudiced thereby, and
(c)  the  indemnified  party shall not settle the claim without the indemnifying
party's  consent  not to be unreasonably withheld or delayed. Any party desiring
to  inspect  or  audit  another party's books and records shall bear the expense
thereof unless the audit or inspection proves that the other party underpaid the
inspecting  party by 15% or more, in which event the underpaying party shall pay
(or  reimburse)  all  expenses  of the inspection or audit. Each party agrees to
fully  cooperate in any such inspection or audit provided for in this Agreement,
by allowing full access to books, records, personnel, attorneys and accountants.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  read  and  executed this
Agreement and have set their hands and seals hereto as of the day and year first
above  written.

Global  Cybersystems,  Inc.

By:_____________________________________

Title:__________________________________

Financial  Electronic  Systems,  Inc.


<PAGE>
By:  /s/  XXX
   ----------------------------

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

UltraCard   Corporation   ("UltraCard")   hereby   acknowledges   the  foregoing
Sub-distribution  Agreement (the "Agreement") between Global Cybersystems,  Inc.
as Distributor and Financial  Electronic Systems,  Inc. as  Sub-distributor.  In
consideration  of  Sub-distributor   entering  into  and  performing  under  the
Agreement,  UltraCard  hereby covenants and agrees that (i) UltraCard will fully
perform all of its  obligations  under the Master  Agreement  in order to permit
Distributor  to  fully  perform  all  of  Distributor's  obligations  under  the
Agreement;  (ii)  Sub-distributor  shall automatically  succeed to Distributor's
place under the Master  Agreement if the Master Agreement shall be terminated or
Distributor  shall no longer be performing  its  obligations  thereunder  unless
Sub-distributor  is in breach of this agreement;  (iii) to the extent necessary,
the Master  Agreement  shall be deemed  amended to conform with the provision of
this Agreement.

Dated  this     day  of               ,1998.
           -----        --------------
                                                UltraCard  Corporation

                                                By:_________________
                                                Its:________________


<PAGE>
                                   EXHIBIT "A"

                               ULTRACARD PRODUCTS

HIGH  DENSITY  MAGNETIC  CARDS  AND  READ  WRITE  UNITS




<PAGE>
                                   EXHIBIT "B"

                             [INTENTIONALLY OMITTED]




<PAGE>
                                   EXHIBIT "C"

                             ULTRACARD PRODUCT BOOK




<PAGE>
                                   EXHIBIT "D"

                              INTELLECTUAL PROPERTY




<PAGE>