OPTION AGREEMENT

       THIS  Option  Agreement  made  the  3  day  of  February  1998.
                                          ---

BETWEEN:

     ULTRACARD, INC., a company having an address at 5535 Peregrine Way, Blaine,
     Washington,  360371-3302.

     ("UltraCard")

     UPGRADE  INTERNATIONAL,  CORP.,  a  company  incorporated under the laws of
     Nevada, having an office and address at 1 5001 Birch Street, Newport Beach,
     California,  92660.

     ("Upgrade")

WHEREAS

A.     In a letter agreement dated January 30, 1998, Upgrade proposes to, or has
purchased  18.53%  of  the  issued  and  outstanding share capital of UltraCard.
Upgrade  desires  to  acquire  a  greater  equity  position  in  UltraCard.

B.     UltraCard desires to grant to Upgrade an option to purchase Shares on the
terms  and  conditions  set  out  herein.

NOW  THEREFORE  in consideration of the mutual promises contained herein and the
payment  of $1 by each party hereto to the other and for other good and valuable
consideration,  the  receipt  and  sufficiency  of  which  are acknowledged, the
parties  hereto  agree  as  follows:

                            ARTICLE 1: INTERPRETATION

1.1  DEFINITIONS

     In  this  Agreement  and  the recitals hereto, unless the context otherwise
requires, the following words and expressions shall have the following meanings:

     (a)  "Option" means the option granted to Upgrade under Section 2.1;

     (b)  "Option  Notice" means a notice  indicating that Upgrade is exercising
          the Option in whole or in part;

     (c)  "Option Price" means US$ 2,000,0000 required to be paid to acquire all
          the  Optioned  Shares  which may be  purchased  by Upgrade  under this
          Agreement;

     (d)  "Optioned  Shares" means 15% of the issued and  outstanding  Shares on
          the close of the  acquisition  of all the  Optioned  Shares under this
          Agreement.  This percentage will be adjusted, if necessary,  to result
          in Upgrade holding,  combined with its previous  holdings,  35% of the
          issued  and  outstanding  shares  of  UltraCard  on the  close  of the
          acquisition of the Option Shares;


<PAGE>
     (e)  "Shares"  means  the  shares  of the  common  stock  of  UltraCard  as
          currently constituted; and

     (f)  "Termination Date" means the dates as Scheduled in Section 2.4.

1.2  SECTIONS  AND  HEADINGS

          The  division  of  this  Agreement  into Articles and Sections and the
insertion  of  headings  are for the convenience of reference only and shall not
affect  the  construction  or interpretation of this Agreement.  The terms "this
Agreement",  "hereof",  "hereunder".  and  similar  expressions  refer  to  this
Agreement and not to any particular Article, Section or other portion hereof and
include  any  agreement  or instrument supplemental or ancillary hereto.  Unless
something in the subject matter or context is inconsistent therewith, references
herein  to Articles and Sections are to Articles and Sections of this Agreement.

1.3  EXTENDED  MEANINGS

          Words  importing the singular number only shall include the plural and
vice  versa  and  words  importing  gender shall include masculine, feminine and
neuter  genders.

1.4  UNITED  STATES  DOLLARS

          Unless otherwise  provided  herein,  all monetary amounts set forth in
          this Agreement are in United States dollars.

                              ARTICLE  2:  OPTION

          2.1     UltraCard hereby grants to Upgrade the irrevocable option (the
"Option")  to  purchase the Optioned Shares, at the Option Price, subject to the
terms  and  provisions  of  this  Agreement.

          2.2     The  Option  may  be exercised in whole or in part at any time
and  from  time  to  time up to and including the Termination Date in respect of
Optioned  Shares.  The Option may be exercised by Upgrade giving to UltraCard an
Option  Notice  accompanied  by  a  cheque or bank draft representing the Option
Price in respect of the Optioned Shares for which the Option is being exercised.

          2.3     Upgrade  will  receive a pro rata number of Optioned Shares on
the  exercise  of  a  part  of the Option.  The actual number of Optioned Shares
Upgrade  will  be  entitled  to  receive  will be based on the percentage of the
Option  Price  tendered  for  the  Option  Shares  and  the number of issued and
outstanding  Shares  at  that  time.


<PAGE>
          2.4     At  a  minimum,  Upgrade  must provide UltraCard notice of its
intent  of  exercise  its  right  to acquire the Optioned Shares by the close of
business  one  day  following  the  demonstration  of  the technology, currently
scheduled  to  be  in  or  before  Aug  31,  1998 and tender the Option Price as
follows:

          (a)     $  666,667  on  Demonstration  plus  one  day.
          (b)     $  666,667  on  Demonstration  plus  46  days.
          (c)     the  balance  of  $666,66  on  Demonstration  plus  77  days.

On  receipt  of  each  portion  of  the Option Price Upgrade will be entitled to
receive  5%  of  the  Optioned  Shares  from  treasury.

          2.5     UltraCard  will  at  all  times  prior to the Termination Date
reserve  and  keep  available such number of its Shares as will be sufficient to
satisfy  the  requirements  of  this  Agreement.

          2.6     Failure to tender the Option Price by the close of business on
the any of the dates Scheduled in Section 2.4 above will result in the immediate
termination  of  this  Agreement for any and all Optioned Shares still available
under  the  Agreement  at  that  time.

               ARTICLE  3:  FINANCING  RIGHT  OF  FIRST  REFUSAL

          3.1     UltraCard  agrees  that if it seeks to raise additional monies
through  an  equity  financing  UltraCard  will  seek approval from the Board of
Directors  of  UltraCard  as  to  the  amount and price in the form of a private
placement document.  UltraCard agrees that it will give Upgrade a first right of
refusal  to  finance  that private placement.  If Upgrade declines and UltraCard
attempts  to  sell  or raise monies from other sources, and has to discount as a
result of not being able to finance at the level Upgrade was offered, Upgrade is
to  be  given  the  right  of  first  refusal on any discount.  UltraCard agrees
Upgrade  will  have  the  right  of  first refusal to finance up until UltraCard
decides  to  proceed  with  an  initial  public  offering.

          3.2     The  right  of  first  refusal given in Section 3.1 above will
terminate  immediately  on  the  termination  of  this Agreement for any reason.

          ARTICLE  4:  REPRESENTATIONS  AND  WARRANTIES  OF  ULTRACARD

     UltraCard  hereby  represents  and  warrants  to  Upgrade  that:

          4.1     UltraCard  has  been  duly  incorporated  and organized and is
validly existing under the laws Nevada and has all requisite corporate power and
authority  to  carry  out  the  provisions  of  this  Agreement.

          4.2     UltraCard  has  taken all necessary corporate action to permit
all  of  the Optioned Shares to be validly issued to Upgrade and recorded on the
books  of  UltraCard  in the name of Upgrade or its nominee upon exercise of the
Option  in  whole or in part in accordance with the terms and conditions of this
Agreement and during the term of the Option UltraCard will maintain a sufficient
quantity  of  authorized  but  unissued  Shares  to  satisfy any exercise of the
Option.

          4.3     Except for the Optioned Shares, no person has any agreement or
option,  or  right  or privilege (whether pre-emptive or contractual) capable of
becoming an agreement (including convertible securities, warrants or convertible
options of any nature), for the purchase, subscription, allotment or issuance of
any  unissued  shares,  warrants  of  other  securities  of  UltraCard.


<PAGE>
          4.4     There is no action, proceeding or investigation pending or, to
the  knowledge  of  UltraCard  and  its directors and officers, threatened which
questions  the  validity  of  the issuance of the Optioned Shares, or any action
taken  or  to  be taken against UltraCard pursuant to or in connection with this
Agreement.

          4.5     UltraCard  is  not  in default or breach of, and the execution
and delivery of this Agreement by UltraCard, the performance and compliance with
the  terms of this Agreement, the sale of the Optioned Shares by UltraCard, will
not  result  in  any  breach  of, or be in conflict with or constitute a default
under,  or create a state of facts which after notice or lapse of time, or both,
would  constitute  a  default  under,  any  term  or provision of the constating
documents, by-laws or resolutions of UltraCard or any mortgage, note, indenture,
contract,  agreement  (written  or oral), instrument, lease or other document to
which  UltraCard  is  a  party  or any judgment, decree or order, or any term or
provision  thereof,  which materially adversely affects the business, operations
or  condition  (financial  or otherwise) of UltraCard or its property or assets.

          4.6     There  is  no person, firm or corporation acting or purporting
to  act  for  UltraCard  entitled to any brokerage or finder's fee in connection
with  this  Agreement or any of the transactions contemplated in this Agreement.

          5.7     This  Agreement  has  been  duly  authorized,  executed  and
delivered  on  behalf  of  UltraCard  and  is  a valid and binding obligation of
UltraCard  enforceable  in  accordance  with  its  terms  except  that rights to
indemnity  hereunder may be limited by applicable laws and except as enforcement
thereof may be limited by bankruptcy, insolvency or other similar laws affecting
enforcement  of  creditor's  rights.

          ARTICLE  5:  REPRESENTATIONS  AND  WARRANTIES  OF  UPGRADE

          Upgrade  hereby  represents  and  warrants  to  UltraCard  that:

          5.1     Upgrade  has  been  duly  incorporated  and  organized  and is
validly  existing  under  the laws Florida and has all requisite corporate power
and  authority  to  carry  out  the  provisions  of  this  Agreement.

          5.2     There is no action, proceeding or investigation pending or, to
the  knowledge  of  Upgrade  and  its  directors  and officers, threatened which
questions  the validity of the acquisition of the Optioned Shares, or any action
taken  or  to be taken by against Upgrade pursuant to or in connection with this
Agreement;

          5.3     Upgrade  is not in default or breach of, and the execution and
delivery  of  this Agreement by Upgrade, the performance and compliance with the
terms  of  this  Option  Agreement,  the  acquisition  of the Optioned Shares by
Upgrade, will not result in any breach of.  or be in conflict with or constitute
a default under, or create a state of facts which after notice or lapse of time,
or  both,  would  constitute  a  default  under,  any  term  or provision of the
constating  documents,  by-laws or resolutions of Upgrade or any mortgage, note,
indenture,  contract,  agreement  (written  or oral), instrument, lease or other
document  to  which  Upgrade is a party or any judgment, decree or order, or any
term  or  provision  thereof,  which  materially adversely affects the business,
operations  or  condition (financial or otherwise) of Upgrade or its property or
assets.

          5.4     Upgrade  has full corporate power and authority to acquire the
Optioned Shares, and all necessary corporate action has been taken by Upgrade to
acquire  the  Optioned  Shares.


<PAGE>
          5.5     There  is  no person, firm or corporation acting or purporting
to  act for Upgrade entitled to any brokerage or finder's fee in connection with
this  Agreement  or  any  of  the  transactions  contemplated in this Agreement.

          5.6     This  Agreement  has  been  duly  authorized,  executed  and
delivered  on behalf of Upgrade and is a valid and binding obligation of Upgrade
enforceable  in  accordance  with  its  terms  except  that  rights to indemnity
hereunder  may  be  limited by applicable laws and except as enforcement thereof
may  be  limited  by  bankruptcy,  insolvency  or  other  similar laws affecting
enforcement  of  creditor's  rights.

                              ARTICLE  6:  GENERAL

6.1  AMENDMENTS  AND  WAIVERS

          No modification, variation, amendment or termination by mutual consent
of  this  Agreement  and  no  waiver  of  the  performance  of  any  of  the
responsibilities  of  any  of  the  parties hereto shall be effected unless such
action  is  taken in writing and is signed by all parties.  No amendment to this
Agreement  shall  be  valid  or  binding  unless  set  forth in writing and duly
executed by all of the parties hereto.  No waiver of any breach of any provision
of  this  Agreement  shall  be  effective  or binding unless made in writing and
signed  by  the party purporting to give the same and, unless otherwise provided
in  the  written  waiver,  shall  be  limited  to  the  specific  breach waived.

6.2  SEVERABILITY

          Each of the covenants, provisions, Articles, Sections, subsections and
other  subdivisions  hereof  is  severable from every other covenant, provision,
Article,  Section,  subsection and the invalidity or unenforceability of any one
or  more  covenants, provisions, Articles, Sections, subsections or subdivisions
of  this  Agreement  shall  not  affect  the  validity  or enforceability of the
remaining  covenants,  provisions,  Articles,  Sections,  subsections  and
subdivisions  hereof.

6.3  TIME  OF  ESSENCE

     Time  shall  be  of  the  essence  in  this  Agreement.

6.4  NOTICE

     (1)  Any  notice  or  other  written  communication  required  or permitted
hereunder  shall  be  in  writing  and:

     (a)  delivered  personally to the party or, if the party is a  corporation,
          an officer of the party to whom it is directed;

     (b)  sent by registered  mail,  postage prepaid,  return receipt  requested
          (provided that such notice or other written communication shall not be
          forwarded  by mail if on the date of mailing  the party  sending  such
          communication  knows or ought  reasonably to know of any  difficulties
          with the  postal  system  which  might  affect the  delivery  of mail,
          including  the  existence  of an actual  or  imminent  postal  service
          disruption in the city from which such  communication  is to be mailed
          or in which the address of the recipient is found); or


<PAGE>
     (c)  Sent by facsimile or telex with all necessary  charges fully  prepaid,
          confirmation of delivery requested.

     (2)  All  such  notices  shall  be  addressed  to the  party  to whom it is
          directed at the following addresses:

     To  the  Upgrade:     Upgrade  International  Corp.
                           5535  Peregrine  Way
                           Blaine,  Washington  98230

                           Attention:  Daniel  Bland        Fax: (360) 354-8513

     To the Corporation:   UltraCard,  Inc.
                           5001  Birch  Street
                           Newport  Beach,  California
                           92660

                           Attention:  Daniel  Kehoe       Fax: (714) 224-1601

     (3)  Any  party  may  at  any time change its address  hereunder  by giving
notice of such  change of  address  to the other  party or parties in the manner
specified in this section. Any such notice or other written communication shall,
if mailed or given by telegram, be effective on the day it is first attempted to
be delivered to such party at such address  (whether or not such delivery  takes
place),  and if given by personal  delivery,  shall be  effective  on the day of
actual delivery.

6.4  ENTIRE  AGREEMENT

     This  Agreement  constitutes  and  contains  the  entire and only agreement
among  the  parties  relating to the matters described herein and supersedes and
cancels any and all previous agreements and understandings between all or any of
the  parties  relative  hereto.  Any  and  all  prior  and  contemporaneous
negotiations, memoranda of understanding or position, and preliminary drafts and
prior  versions  of  this  Agreement,  whether  signed  or unsigned, between the
parties  leading  up  to  the execution hereof shall not be used by any party to
construe  the  terms  or  affect  the  validity of this Agreement.  There are no
representations, inducements, promises, understandings, conditions or warranties
express,  implied  or statutory, between the parties other than as expressly set
forth  in  this  Agreement.

6.5  APPLICATION  OF  AGREEMENT

     This  Agreement  shall  be  binding  upon  and ensure to the benefit of the
parties hereto and their respective heirs, administrators, executors, successors
and  permitted  assigns.  Except as hereinafter provided, neither of the parties
hereto  may  assign  its  rights or obligations under this Agreement without the
prior  written consent of the other party hereto.  Upgrade may assign its rights
hereunder  to  any person to whom it is permitted to transfer some or all of its
Shares,  whether such permitted transferability is expressly provided for in the
Shareholders Agreement or otherwise consented to and approved in accordance with
the  Shareholders  Agreement.


<PAGE>
6.6  SUBDIVISION  OR  CONSOLIDATION  OF  SHARES

     If  the  Shares  are  changed  by  way of being classified or reclassified,
subdivided, consolidated or converted into a different number or class of shares
or  otherwise,  or  if  UltraCard  amalgamates, the Option Price and the type of
security  to  be delivered to Upgrade upon exercise of the Option in whole or in
part  shall  be adjusted accordingly, in all cases so that Upgrade shall receive
the  same  number and type of securities as would have resulted from such change
if  the  Option or the remaining part thereof had been exercised before the date
of  the  change.

6.7  REGISTRATION  AND  QUALIFICATION

     UltraCard  will  register  the  Option  with  all   applicable   government
authorities.  If UltraCard  makes a public offering of Shares during the term of
this Option it will register the Optioned Shares with the appropriate regulatory
authorities so that the Optioned Shares once converted may be freely tradable.

6.7  GOVERNING  LAW

     This  Agreement  shall  be governed by and construed in accordance with the
laws  of  the  State of Nevada and the laws of United States applicable therein.

6.8  EXECUTION

     This Agreement may be executed in several counterparts, each of which, when
so  executed,  shall be deemed to be an original, and such counterparts together
shall  constitute  one  and  the  same  instrument.

     IN  WITNESS WHEREOF the parties hereto have executed this as of the 3rd day
of  FEBRUARY,  1998.

ULTRACARD,  INC.                                     UPGRADE INTERNATIONAL, INC.


/s/  Daniel  Kehoe                                   /s/  Daniel S. Bland, Pres.
----------------------------------                   ---------------------------


<PAGE>
                               AMENDING AGREEMENT

          This  Amending  Agreement  made  the  12th  day  of  February,  1998.


BETWEEN  :

          ULTRACARD  INC,  a  company  having  an address at 5535 Peregrine Way,
          Blaine  Washington,  360371-3302.

          ("UltraCard")

          UPGRADE INTERNATIONAL, CORP., a company incorporated under the laws of
          Nevada,  having  an  office  and  address I 5001 Birch Street, Newport
          Beach, California  92660.

          ("Upgrade")

WHEREAS

          A.     in  a  letter  Agreement  dated  January  30,  1998  ("Letter
Agreement"),  Upgrade  proposes to purchase 18.53% of the issued and outstanding
share capital of UltraCard.

          B.     UltraCard  and Upgrade have agreed to amend  certain  terms  of
the  Letter  Agreement on as set out in this Amending Agreement.


NOW  THEREFORE in consideration of the mutual promise's continued herein and the
payment  of 51 by each party hereto to the other and for other good and valuable
consideration. The receipt and efficiency of which are acknowledged, the parties
hereto  agree  as  follows:

                               ARTICLE  1:  INTERPRETATION

1.1     DEFINITIONS

     Word  with  an  initial  capital  which  are  not otherwise defined in this
amending agreement have the meaning given to those words in the letter agreement
as  amended  by  this  Amending  Agreement

1.2  SECTIONS  AND  HEADINGS

     The  division  of  this  Agreement  in  to  Articles  and  Sections and the
insertion  of  headings  are further convenience of reference only and shall not
effect  the  construction  or  interpretation of this Agreement. The terms "this
Agreement",  "there  off",  "there under" and similar expressions prefer to this
agreement  and  not to any particular article, section or other portion here off
and  include any agreement or instrument supplemental or ancillary hereto unless
some  things  in  the  subject  matter  or  context  is in consistent therewith,
references herein to Articles and sections are too Articles and Sections of this
Agreement.


<PAGE>
1.3  EXTENDED  MEANING

          Words  importing the singular number only shall include the plural and
vice  versa  and  words  importing  gender shall include masculine, feinting and
neuter  genders.

1.3     UNITED  STATES  DOLLARS

          Unless  otherwise  provided  herein, all monetary amounts set forth in
this  Agreement  are  in  United  States  Dollars.

                    ARTICLE  2:  AMENDMENT  TO  LETTER  AGREEMENT

          Except  as provided in Article 3 below all of the terms and conditions
confide  in  the Letter Agreement will continue to apply unmanned for and during
the  terms  of  the  Letter  Agreement.

                         ARTICLE  3:  BASIC  TERMS

3.1     PARAGRAPH  1(2)  OF  LETTER  AGREEMENT

               Paragraph  1(2) of the Letter Agreement is replaced with the
               following paragraph:

               "(2) The  Corporation  received  partial payment of US$25,000 for
               the Shares on January 28,1998. The reminder of the purchase price
               for the  Shares  will be made by of on  behalf  of  upgrade  wire
               transfer to the Corporation as follows:

                    a    $ 40,000  by the  close of  business  (PST) on  Friday,
                         February 6,1998;
                    b    $ 50,000 by the close of business  (PST) on  Wednesday,
                         February  11,1998;  and
                    c    $ 335,000,  by the close of business  (PST) on Tuesday,
                         February 17,1998;

               If Upgrade should fail to tender the aggregate  purchase price of
               $ 450,000 by the close of business on Tuesday, February 17, 1998,
               the per share  purchase  price will change from S0.4444 per share
               to $1.00 per share. In other words,  the  Corporation  will issue
               one share for each dollar actually received by the Corporation."

3.2  SCHEDULES

     Schedule  "A"  in the Letter Agreement is no longer relevant and is removed
in its entirety.

                               ARTICLE 4: GENERAL

4.1  FULL  FORCE  AND  EFFECT

     The  Letter Agreement remains in full force and effect as expressly amended
by  this  Amending  Agreement.

4.2  GOVERNING  LAW

     This  Agreement  shall be governed by and construed  in accordance with the
laws  of  the  States  Nevada  and the laws of United States applicable therein.


<PAGE>
4.3  EXECUTION

     This  Agreement  may  be  executed  in several counterparts, each of which,
when  so  executed,  shall  be  deemed  to be an original, and such counterparts
together  shall  constitute  one  and  the  same  instrument.

     IN  WITNESS  WHEREOF  the  parties  hereto  have  executed  this  so of the
13-day  of  February,  1998.


ULTRACARD,  INC.                             UPGRADE  INTERNATIONAL,  INC.

/s/  Daniel  Kehoe                           /s/  Daniel S. Bland       Pres.
------------------------                     -----------------------------------


<PAGE>
                            AMENDING AGREEMENT NO. 2

     This  Amending  Agreement  is  made  this  4th  day of August, 1998, by and
                                               ----
between  ULTRACARD, INC. ("UltraCard"), a Nevada corporation, 5001 Birch Street,
Newport  Beach, California 92660, and UPGRADE INTERNATIONAL CORP. ("Upgrade"), a
Florida  corporation,  435  Martin  St.,  suite  1010, Blaine, Washington 98230.

     WHEREAS,  UltraCard  and Upgrade have entered into a letter agreement dated
January  30,  1998, and a subsequent Amending Agreement dated February 12, 1998,
pursuant  to  which  Upgrade  purchased  18.5%  of the outstanding shares of the
capital  stock  of  UltraCard;  and

     WHEREAS,  UltraCard and Upgrade also entered into an Option Agreement dated
February  3,  1998,  pursuant to which UltraCard granted to Upgrade an option to
purchase  an additional 15% of the outstanding shares of stock of UltraCard; and

     WHEREAS,  UltraCard  and  Upgrade have agreed to amend certain terms of the
aforesaid  Option  Agreement  to provide Upgrade with an option to acquire fifty
percent  (50%) of the issued and outstanding shares of stock of UltraCard on the
terms  and  conditions  set  forth  herein;

     NOW,  THEREFORE,  in  consideration of the mutual promises contained herein
and  the  payment  of  $1.00  by each party to the other, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

                            ARTICLE 1: INTERPRETATION

1.1     DEFINITIONS. Capitalized words and terms which are not otherwise defined
in this Amending Agreement shall have the meaning given to those words and terms
in  the  Option  Agreement  as  amended  by  this  Amending  Agreement.

1.2     SECTIONS  AND HEADINGS. The division of this Agreement into Articles and
Sections  and  the  insertion  of  headings are for the convenience of reference
only, and shall not affect the construction or interpretation of this Agreement.
The  terms "this Agreement", "hereof", "hereunder" and similar expressions refer
to  this  Amending Agreement No 2 and not to any particular Article, Section, or
other  portion  hereof,  and include any agreement or instrument supplemental or
ancillary  hereto.  Unless  something  in  the  subject  matter  or  context  is
inconsistent  therewith,  references  herein  to  Articles  and  Sections are to
Articles  and  Sections  of  this  Agreement.

1.3     EXTENDED  MEANINGS.  Words  importing  the  singular  number  only shall
include  the  plural  and  vice  versa  and words importing gender shall include
masculine,  feminine  and  neuter  genders.


<PAGE>
1.4     UNITED  STATES  DOLLARS.  Unless otherwise provided herein, all monetary
amounts  set  forth  in  this  Agreement  are  in  United  States  dollars.

                    ARTICLE 2: AMENDMENT TO OPTION AGREEMENT

     Except  as  otherwise  provided  in  Article  3 below, all of the terms and
conditions  contained  in  the  Option Agreement shall continue to apply without
change  or  amendment.

                            ARTICLE 3: AMENDED TERMS

3.1     OPTION  PRICE.  Article  1,  Paragraph 1.1(c) of the Option Agreement is
hereby  amended  and  replaced  with  the  following  paragraph:

          "(c) "Option Price" means US $7,500,000 required to be paid to acquire
          all of the Optioned  Shares  which may be  purchased by Upgrade  under
          this Agreement;"

3.2     OPTIONED  SHARES. Article 1, Paragraph 1.1(d) of the Option Agreement is
hereby  amended  and  replaced  with  the  following  paragraph:

          "(d)  "Optioned  Shares" means  approximately  thirty-one and one-half
          percent (31.5%) of the issued and  outstanding  Shares on the close of
          the acquisition of all the Optioned Shares under this Agreement.  This
          percentage shall be adjusted, if necessary,  in order to guarantee and
          insure that Upgrade will own, on the close of the  acquisition  of all
          the  Optioned  Shares,  a total of fifty  percent  (50%) of all of the
          issued  and  outstanding  Shares of  UltraCard,  including  the Shares
          currently owned by Upgrade."

3.3     DEMONSTRATION  DATE.  A  new  paragraph  shall  be  added  to Article 1,
        Paragraph 1.l  (g), to define the term "Demonstration Date" as follows:

          "(g) "Demonstration Date" means the date on which all of the following
          events have occurred: (i) UltraCard has provided Upgrade with proof of
          concept which shall consist of a  demonstration  of the read/write and
          storage technology, and (ii) Upgrade has received written confirmation
          satisfactory  to Upgrade that the technology is viable both conditions
          of which  shall be  satisfied  on or before  August 5, 1998.  Further,
          Upgrade  acknowledges  it has observed and reviewed the  demonstration
          proof of concept provided by UltraCard on July 24-25, 1998.


<PAGE>
3.4     PAYMENT  OF  OPTION  PRICE.  Article  2,  Paragraph  2.4  of  the Option
Agreement  is  hereby  amended  and  replaced  with  the  following  paragraph:

          "2.4 Upgrade shall acquire the optioned shares of UltraCard and tender
          the  option  price to  UltraCard  in  accordance  with  the  following
          schedule:

          (a)     $150,000.00  on  or  before  August  14,  1998;
          (b)     $516,667.00  on  or  before  August  17,  1998.
          (c)     $1,500,000.00  on  or  before  September  21,  1998;
          (d)     $5,333,333.00  on  or  before  October  21,  1998.

          Upgrade  shall  be  entitled  to  receive  optioned  shares  equal  to
          approximately  five and one half percent (5.5%) for each  $666,667.000
          of Option Price  payments up to a total of  $2,000,000 in option price
          payments for approximately  sixteen and one half percent (16.5%). Upon
          final remittance of the Option Price payments in excess of Two Million
          Dollars ($2,000,000)  specified in subparagraphs (a)-(d) above Upgrade
          shall be entitled to receive  Optioned Shares equal to fifteen percent
          (15%) of the issued and outstanding Shares of UltraCard."

3.5     FAILURE  TO  TENDER BY TERMINATION DATE. Article 2, Paragraph 2.6 of the
Option  Agreement  is  hereby amended and replaced with the following paragraph:

          "2.6 Failure to tender the specified amount of the Option Price by the
          close of  business  on any of the  dates  scheduled  in  subparagraphs
          2.4(a), (b), (c) or (d) above will result in the immediate termination
          of this Agreement for any Optioned  Shares still  remaining under this
          Agreement at that time.

3.6     REPRESENTATIONS  AND WARRANTIES OF ULTRACARD. Two additional paragraphs,
Paragraphs  4.8  and  4.9,  shall  be  added  to  Article  4  as  follows:

          "4.8  UltraCard  shall  reserve and set aside no more than One Million
          (1,000,000)  authorized but unissued Shares of the corporation,  which
          Shares shall be part of and subject to a combined  incentive  and or a
          stock plan to be adopted and implemented by UltraCard."

          "4.9 UltraCard warrants that from the date Upgrade acquires all of the
          Optioned  Shares  under this  Agreement  until the date of any initial
          public  offering of the Shares of UltraCard,  UltraCard shall not take
          any  action or in any way allow or cause  Upgrade's  ownership  of the
          issued and outstanding  shares of UltraCard to become diluted so as to
          result in Upgrade  owning less than fifty  percent (50%) of all of the
          issued  and  outstanding  Shares  of  UltraCard.  In  the  event  that
          UltraCard  requires  additional  financing  prior to an initial public
          offering  of  UltraCard,   Inc.  shares,  Upgrade  agrees  to  provide
          sufficient debt financing on mutually  agreeable  terms.  Both parties
          agree that  repayment  of  any debt  financing  will be paid out of an
          initial  public offering  of UltraCard, Inc. shares.


<PAGE>
                               ARTICLE 4: GENERAL

4.1     FULL  FORCE  AND  EFFECT. Except as expressly amended by this Agreement,
all  of  the  terms,  conditions,  and  provisions of the Option Agreement shall
remain  in  full  force  and  effect.

4.2     EXECUTION.  This Agreement may be executed in several counterparts, each
of  which,  when  so  executed,  shall  be  deemed  to  be an original, and such
counterparts  together  shall  constitute  one  and  the  same  instrument.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Amending
Agreement  as  of  the  day  and  year  set  forth  above.

ULTRACARD,  INC.                              UPGRADE  INTERNATIONAL,  INC.


By   Daniel  Kehoe                            By     Daniel  S.  Bland
  -------------------                           --------------------------------


Its  President                                Its   President
     ---------                                   -------------------------------


<PAGE>
                            AMENDING AGREEMENT NO. 2

     This  Amending  Agreement  is  made  this  4th  day of August, 1998, by and
                                                ---
between  ULTRACARD, INC. ("UltraCard"), a Nevada corporation, 5001 Birch Street,
Newport  Beach, California 92660, and UPGRADE INTERNATIONAL CORP. ("Upgrade"), a
Florida  corporation,  435  Martin  St.,  suite  1010, Blaine, Washington 98230.

     WHEREAS,  UltraCard  and Upgrade have entered into a letter agreement dated
January  30,  1998, and a subsequent Amending Agreement dated February 12, 1998,
pursuant  to  which  Upgrade  purchased  18.5%  of the outstanding shares of the
capital  stock  of  UltraCard;  and

     WHEREAS,  UltraCard and Upgrade also entered into an Option Agreement dated
February  3,  1998,  pursuant to which UltraCard granted to Upgrade an option to
purchase  an additional 15% of the outstanding shares of stock of UltraCard; and

     WHEREAS,  UltraCard  and  Upgrade have agreed to amend certain terms of the
aforesaid  Option  Agreement  to provide Upgrade with an option to acquire fifty
percent  (50%) of the issued and outstanding shares of stock of UltraCard on the
terms  and  conditions  set  forth  herein;

     NOW,  THEREFORE,  in  consideration of the mutual promises contained herein
and  the  payment  of  $1.00  by each party to the other, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

                            ARTICLE 1: INTERPRETATION

1.1     DEFINITIONS. Capitalized words and terms which are not otherwise defined
in this Amending Agreement shall have the meaning given to those words and terms
in  the  Option  Agreement  as  amended  by  this  Amending  Agreement.

1.2     SECTIONS  AND HEADINGS. The division of this Agreement into Articles and
Sections  and  the  insertion  of  headings are for the convenience of reference
only, and shall not affect the construction or interpretation of this Agreement.
The  terms "this Agreement", "hereof", "hereunder" and similar expressions refer
to  this  Amending Agreement No 2 and not to any particular Article, Section, or
other  portion  hereof,  and include any agreement or instrument supplemental or
ancillary  hereto.  Unless  something  in  the  subject  matter  or  context  is
inconsistent  therewith,  references  herein  to  Articles  and  Sections are to
Articles  and  Sections  of  this  Agreement.

1.3     EXTENDED  MEANINGS.  Words  importing  the  singular  number  only shall
include  the  plural  and  vice  versa  and words importing gender shall include
masculine,  feminine  and  neuter  genders.


<PAGE>
1.4     UNITED  STATES  DOLLARS.  Unless otherwise provided herein, all monetary
amounts  set  forth  in  this  Agreement  are  in  United  States  dollars.

                    ARTICLE 2: AMENDMENT TO OPTION AGREEMENT

     Except  as  otherwise  provided  in  Article  3 below, all of the terms and
conditions  contained  in  the  Option Agreement shall continue to apply without
change  or  amendment.

                            ARTICLE 3: AMENDED TERMS

3.1     OPTION  PRICE.  Article  1,  Paragraph 1.1(c) of the Option Agreement is
hereby  amended  and  replaced  with  the  following  paragraph:

          "(c) "Option Price" means US $7,500,000 required to be paid to acquire
          all of the Optioned  Shares  which may be  purchased by Upgrade  under
          this Agreement;"

3.2     OPTIONED  SHARES. Article 1, Paragraph 1.1(d) of the Option Agreement is
hereby  amended  and  replaced  with  the  following  paragraph:

          "(d)  "Optioned  Shares" means  approximately  thirty-one and one-half
          percent (31.5%) of the issued and  outstanding  Shares on the close of
          the acquisition of all the Optioned Shares under this Agreement.  This
          percentage shall be adjusted, if necessary,  in order to guarantee and
          insure that Upgrade will own, on the close of the  acquisition  of all
          the  Optioned  Shares,  a total of fifty  percent  (50%) of all of the
          issued  and  outstanding  Shares of  UltraCard,  including  the Shares
          currently owned by Upgrade."

3.3     DEMONSTRATION  DATE.  A  new  paragraph  shall  be  added  to Article 1,
Paragraph  1.l  (g),  to  define  the  term  "Demonstration  Date"  as  follows:

          "(g) "Demonstration Date" means the date on which all of the following
          events have occurred: (i) UltraCard has provided Upgrade with proof of
          concept which shall consist of a  demonstration  of the read/write and
          storage technology, and (ii) Upgrade has received written confirmation
          satisfactory  to Upgrade that the technology is viable both conditions
          of which  shall be  satisfied  on or before  August 5, 1998.  Further,
          Upgrade  acknowledges  it has observed and reviewed the  demonstration
          proof of concept provided by UltraCard on July 24-25, 1998.


<PAGE>
3.4     PAYMENT  OF  OPTION  PRICE.  Article  2,  Paragraph  2.4  of  the Option
Agreement  is  hereby  amended  and  replaced  with  the  following  paragraph:

          "2.4 Upgrade shall acquire the optioned shares of UltraCard and tender
          the  option  price to  UltraCard  in  accordance  with  the  following
          schedule:

          (a)     $290,000.00  which  UltraCard  acknowledges  the  receipt  of
          (b)     $110,000.00  on  or  before  October  16,  1998
          (c)     $1,000,000.00  on  or  before  October  21,  1988
          (d)     $1,000,000.00  no  later  than  2 weeks from the signing of an
                  underwriting  Agreement  initiated by Upgrade but in nay event
                  no later than November 30, 1998
          (f)     $5,100,000.00  on  or  before  January  31,  1998

          Upgrade  shall be entitled to receive  optioned  shares on a rata data
          basis equal to  approximately  sixteen and one half percent (16.5%) of
          the issued and  outstanding  shears  for each  $666,667.000  of Option
          Price  payments up to a total of $2,000,000  in option price  payments
          for  approximately  sixteen and one half percent  (16.5%).  Upon final
          remittance  of the  Option  Price  payments  in excess of Two  Million
          Dollars ($2,000,000)  specified in subparagraphs (a)-(d) above Upgrade
          shall be entitled to receive  Optioned Shares equal to fifteen percent
          (15%) of the issued and outstanding Shares of UltraCard."

3.5     FAILURE  TO  TENDER BY TERMINATION DATE. Article 2, Paragraph 2.6 of the
Option  Agreement  is  hereby amended and replaced with the following paragraph:

          "2.6 Failure to tender the specified amount of the Option Price by the
          close of  business  on any of the  dates  scheduled  in  subparagraphs
          2.4(a), (b), (c) or (d) above will result in the immediate termination
          of this Agreement for any Optioned  Shares still  remaining under this
          Agreement at that time.

3.6     REPRESENTATIONS  AND WARRANTIES OF ULTRACARD. Two additional paragraphs,
Paragraphs  4.8  and  4.9,  shall  be  added  to  Article  4  as  follows:

          "4.8  UltraCard  shall  reserve and set aside no more than One Million
          (1,000,000)  authorized but unissued Shares of the corporation,  which
          Shares shall be part of and subject to a combined  incentive  and or a
          stock plan to be adopted and implemented by UltraCard."

          "4.9 UltraCard warrants that from the date Upgrade acquires all of the
          Optioned  Shares  under this  Agreement  until the date of any initial
          public  offering of the Shares of UltraCard,  UltraCard shall not take
          any  action or in any way allow or cause  Upgrade's  ownership  of the
          issued and outstanding  shares of UltraCard to become diluted so as to
          result in Upgrade  owning less than fifty  percent (50%) of all of the
          issued  and  outstanding  Shares  of  UltraCard.  In  the  event  that
          UltraCard  requires  additional  financing  prior to an initial public


<PAGE>
          event that UltraCard requires additional financing prior to an initial
          offering  of  UltraCard,   Inc.  shares,  Upgrade  agrees  to  provide
          sufficient debt financing on mutually  agreeable  terms.  Both parties
          agree  that  repayment  of any debt  financing  will be paid out of an
          initial public offering of UltraCard, Inc. shares.



                               ARTICLE 4: GENERAL

4.1     FULL  FORCE  AND  EFFECT. Except as expressly amended by this Agreement,
all  of  the  terms,  conditions,  and  provisions of the Option Agreement shall
remain  in  full  force  and  effect.

4.2     EXECUTION.  This Agreement may be executed in several counterparts, each
of  which,  when  so  executed,  shall  be  deemed  to  be an original, and such
counterparts  together  shall  constitute  one  and  the  same  instrument.


     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Amending
Agreement  as  of  the  day  and  year  set  forth  above.

ULTRACARD,  INC.                                 UPGRADE  INTERNATIONAL,  INC.


By                                               By
  -----------------------                          -----------------------------

Its                                              Its
  -----------------------                           ----------------------------


<PAGE>
Ultracard, Inc.

                          5001 BIRCH STREET, NEWPORT BEACH, CA 92660, USA
                                 TEL: (714) 224-1600         FAX: (714) 224-1601



Mr.  Daniel  Bland
Upgrade  International,  Corp.
5535  Peregrine  Way
Blaine,  WA.  98230

Mr.  Daniel  Bland
Upgrade  International,  Corp.
435  Martin  St.  Ste.  1010
Blaine,  WA.  98230                                 December  3,  1998

via  facsimile:  360-354-8513;  and,  360-332-4309

Dear  Mr.  Bland:

Pursuant  to article 3.5 of the Amending Agreement No. 2 between UltraCard, Inc.
and Upgrade  International,  Corp.  dated August 4, 1998, UltraCard, Inc. hereby
notifies Upgrade International, Corp. that this agreement is terminated.


Sincerely,


/s/  Daniel  Kehoe
-------------------------
President


<PAGE>
                            AMENDING AGREEMENT NO. 3

     This  Amending  Agreement  is  made  second  day  of February, 1999, by and
between  ULTRACARD, INC. ("UltraCard"), a Nevada corporation, 5001 Birch Street,
Newport  Beach, California 92660, and UPGRADE INTERNATIONAL CORP. ("Upgrade"), a
Florida  corporation,  435  Martin  St.,  suite  1010, Blaine, Washington 98230.

     WHEREAS,  UltraCard  and Upgrade have entered into a letter agreement dated
January  30,  1998, and a subsequent Amending Agreement dated February 12, 1998.
pursuant  to  which  Upgrade  purchased  18.5%  of the outstanding shares of the
capital  stock  of  UltraCard;  and

     WHEREAS,  UltraCard and Upgrade also entered into an Option Agreement dated
February  3,  1998,  pursuant to which UltraCard granted to Upgrade an option to
purchase  an additional 15% of the outstanding shares of stock of UltraCard; and

     WHEREAS,  UltraCard  and  Upgrade have agreed to amend certain terms of the
aforesaid  Option  Agreement  to provide Upgrade with an option to acquire fifty
percent  (50%) of the issued and outstanding shares of stock of UltraCard on the
terms  and  conditions  set  forth  herein;

     NOW, THEREFORE in consideration of the mutual promises contained herein and
the payment of $1.00 by each party to the other, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  agree  as  follows:

                            ARTICLE 1: INTERPRETATION

1.1     DEFINITIONS. Capitalized words and terms which are not otherwise defined
in this Amending Agreement shall have the meaning given to those words and terms
in  the  Option  Agreement  as  amended  by  this  Amending  Agreement.

1.2     SECTIONS  AND HEADINGS, The division of this Agreement into Articles and
Sections  and  the  insertion  of  headings are for the convenience of reference
only, and shall not affect the construction or interpretation of this Agreement.
The  terms "this Agreement", "hereof", "hereunder" and similar expressions refer
to  this Amending Agreement No. 2 and not to any particular Article, Section, or
other  portion  hereof  and  include any agreement or instrument supplemental or
ancillary  hereto.  Unless  something  in  the  subject  matter  or  context  is
inconsistent  therewith,  references  herein  to  Articles  and  Sections are to
Articles  and  Sections  or  this  Agreement.

1.3     EXTENDED  MEANINGS.  Words  importing  the  singular  number  only shall
include  the  and  vice  and  words  importing  gender  shall include masculine,
feminine  and  neuter  genders.


<PAGE>
1.4     UNITED  STATES  DOLLARS.  Unless otherwise provided herein, all monetary
amounts  set  forth  in  this  Agreement  are  in  United  States  dollars.

                    ARTICLE 2: AMENDMENT TO OPTION AGREEMENT

     Except  as  otherwise  provided  in  Article  3 below, all of the terms and
conditions  contained  in  the  Option Agreement shall continue to apply without
change  or  amendment.

                            ARTICLE 3: AMENDED TERMS

3.1     OPTION  PRICE.  Article  1,  Paragraph 1.1(c) of the Option Agreement is
hereby  amended  and  replaced  with  the  following  paragraph:

          "(c) "Option Price" means US $7,500,000 required to be paid to acquire
          all of the Optioned  Shares  which may be  purchased by Upgrade  under
          this Agreement;"

3.2     OPTIONED SHARES. Article 1, Paragraph 1.l (d) of the Option Agreement is
hereby  amended  and  replaced  with  the  following  paragraph:

          "(d)  "Optioned  Shares" means  approximately  thirty-one and one-half
          percent (31.5%) of the issued and  outstanding  Shares on the close of
          the acquisition of all the Optioned Shares under this Agreement.  This
          percentage shall be adjusted, if necessary,  in order to guarantee and
          insure that Upgrade will own, on the close of the  acquisition  of all
          the  Optioned  Shares,  a total of fifty  percent  (50%) of all of the
          issued  and  outstanding  Shares of  UltraCard,  including  the Shares
          currently owned by Upgrade." Until UltraCard  completes an IPO Upgrade
          agrees that it will  maintain no more than one board seat on the board
          of directors of UltraCard Inc.

3.3     DEMONSTRATION  DATE.  A  new  paragraph  shall  be  added  to Article 1,
Paragraph  1.1  (g),  to  define  the  term  "Demonstration  Date"  as  follows:

          "(g) "Demonstration Date" means the date on which all of the following
          events have occurred: (i) UltraCard has provided Upgrade with proof of
          concept which shall consist of a  demonstration  of the read/write and
          storage technology.  Upgrade acknowledges it has observed and reviewed
          the  demonstration  proof of concept  provided  by  UltraCard  on July
          24-25, 1998.


<PAGE>
3.4     PAYMENT  OF  OPTION  PRICE.  Article  2,  Paragraph  2.4  of  the Option
Agreement  is  hereby  amended  and  replaced  with  the  following  paragraph:

          "2.4 Upgrade shall acquire the optioned shares of UltraCard and tender
          the  option  price to  UltraCard  in  accordance  with  the  following
          schedule:

          (a)     $434,900.00  which  UltraCard  acknowledges  receipt  of;
          (b)     $50,000.00  on  or  before  February  01,  1999:
          (c)     $300,000.00  on  or  before  February  05,1999;
          (d)     $300,000.00  on  or  before  February  12,  1999;
          (e)     $300,000.00  on  or  before  February  19,  1999;
          (f)     $600,000.00  on  or  before  March  25,  1999;
          (g)     $2,669,000.00  on  or  before  May  10,  1999;
          (h)     $3,000,000.00  on  or  before  May  30,  1999;

          Upgrade shall be issued  optioned  shares at a price of 1.90 per share
          of UltraCard  for payments  specified in  subparagraph  (a)-(g).  Upon
          final remittance of the Option Price payment specified in subparagraph
          (h),  Upgrade shall have been issued Shares equal to 30% of the issued
          and outstanding Shares of UltraCard."

3.5     FAILURE  TO  TENDER BY TERMINATION DATE. Article 2, Paragraph 2.6 of the
Option  Agreement  is  hereby amended and replaced with the following paragraph:

          "2.6 Failure to tender the specified amount of the Option Price by the
          close of business forty eight hours from any of the dates scheduled in
          subparagraphs  2.4(a),  (b), (c), (d), (e), (f). (g), (h) or (I) above
          will result in the  immediate  termination  of this  Agreement for any
          Optioned Shares still remaining under this Agreement at that time.

3.6     REPRESENTATIONS  AND WARRANTIES OF ULTRACARD. Two additional paragraphs,
Paragraphs  4.8  and  4.9.  shall  be  added  to  Article  4  as  follows:

          "4.8  UltraCard  shall  reserve and set aside no more than One Million
          (l,000,000)  authorized but unissued Shares of the corporation,  which
          Shares shall be part of and subject to a combined  incentive  and or a
          stock plan to be adopted and implemented by UltraCard."

          "4.9 UltraCard warrants that from the date Upgrade acquires all of the
          Optioned  Shares  under this  Agreement  until the date of any initial
          public  offering of the Shares of UltraCard,  UltraCard shall not take
          any  action or in any way allow or cause  Upgrade's  ownership  of the
          issued and outstanding  shares of UltraCard to become diluted so as to
          result in Upgrade  owning less than fifty  percent (50%) of all of the
          issued  and  outstanding  Shares  of  UltraCard.  In  the  event  that
          UltraCard  requires  additional  financing  prior to an initial public


<PAGE>
          offering  of  UltraCard,   Inc.  shares,  Upgrade  agrees  to  provide
          sufficient debt financing on mutually  agreeable  terms.  Both parties
          agree  that  repayment  of any debt  financing  will be paid out of an
          initial public offering of UltraCard, Inc. shares.

                               ARTICLE 4: GENERAL

4.1     FULL  FORCE  AND  EFFECT. Except as expressly amended by this Agreement,
all  of  the  terms,  conditions,  and  provisions of the Option Agreement shall
remain  in  full  force  and  effect.

4.2     EXECUTION.  This Agreement may be executed in several counterparts, each
of  which,  when  so  executed,  shall  be  deemed  to  be an original, and such
counterparts  together  shall  constitute  one  and  the  same  instrument.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Amending
Agreement  as  of  the  day  and  year  set  forth  above.


ULTRACARD,  INC.                               UPGRADE  INTERNATIONAL,  INC.


By      Daniel  Kehoe                          By     Daniel  S.  Bland
  -------------------                            -------------------------------


Its     President                              Its  President
   -------------------                            ------------------------------


<PAGE>
                            AMENDING AGREEMENT NO. 3

     This  Amending  Agreement  is  made  30th   day  of  December, 1998, by and
between  ULTRACARD, INC. ("UltraCard"), a Nevada corporation, 5001 Birch Street,
Newport  Beach, California 92660, and UPGRADE INTERNATIONAL CORP. ("Upgrade"), a
Florida  corporation,  435  Martin  St.,  suite  1010, Blaine, Washington 98230.

     WHEREAS,  UltraCard  and Upgrade have entered into a letter agreement dated
January  30,  1998, and a subsequent Amending Agreement dated February 12, 1998.
Pursuant  to  which  Upgrade  purchased  18.5%  of the outstanding shares of the
capital  stock  of  UltraCard;  and

     WHEREAS,  UltraCard and Upgrade also entered into an Option Agreement dated
February  3,  1998,  pursuant to which UltraCard granted to Upgrade an option to
purchase  An additional 15% of the outstanding shares of stock of UltraCard; and

     WHEREAS,  UltraCard  and  Upgrade have agreed to amend certain terms of the
aforesaid  Option  Agreement  to provide Upgrade with an option to acquire fifty
percent  (50%) of the issued and outstanding shares of stock of UltraCard on the
terms  and  conditions  set  forth  herein;

NOW,  THEREFORE in consideration of the mutual promises contained herein and the
payment  of  $1.00  by  each party to the other, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  agree  as  follows:

                            ARTICLE 1: INTERPRETATION

1.1     DEFINITIONS. Capitalized words and terms which are not otherwise defined
in this Amending Agreement shall have the meaning given to those words and terms
in  the  Option  Agreement  as  amended  by  this  Amending  Agreement.

1.2     SECTIONS  AND HEADINGS, The division of this Agreement into Articles and
Sections  and  the  insertion  of  headings are for the convenience of reference
only, and shall not affect the construction or interpretation of this Agreement.
The  terms "this Agreement", "hereof", "hereunder" and similar expressions refer
to  this Amending Agreement No. 2 and not to any particular Article, Section, or
other  portion  hereof  and  include any agreement or instrument supplemental or
ancillary  hereto.  Unless  something  in  the  subject  matter  or  context  is
inconsistent  therewith,  references  herein  to  Articles  and  Sections are to
Articles  and  Sections  or  this  Agreement.

1.3     EXTENDED  MEANINGS.  Words  importing  the  singular  number  only shall
include  the  and  vice  and  words  importing  gender  shall include masculine,
feminine  and  neuter  genders.


<PAGE>
1.4     UNITED  STATES  DOLLARS.  Unless otherwise provided herein, all monetary
amounts  set  forth  in  this  Agreement  are  in  United  States  dollars.

                    ARTICLE 2: AMENDMENT TO OPTION AGREEMENT

     Except  as  otherwise  provided  in  Article  3 below, all of the terms and
conditions  contained  in  the  Option Agreement shall continue to apply without
change  or  amendment.

                            ARTICLE 3: AMENDED TERMS

3.1     OPTION  PRICE.  Article  1,  Paragraph 1.1(c) of the Option Agreement is
hereby  amended  and  replaced  with  the  following  paragraph:

          "(c) "Option Price" means US $7,500,000 required to be paid to acquire
          all of the Optioned  Shares  which may be  purchased by Upgrade  under
          this Agreement;"

3.2     OPTIONED SHARES. Article 1, Paragraph 1.l (d) of the Option Agreement is
hereby  amended  and  replaced  with  the  following  paragraph:

          "(d)  "Optioned  Shares" means  approximately  thirty-one and one-half
          percent (31.5%) of the issued and  outstanding  Shares on the close of
          the acquisition of all the Optioned Shares under this Agreement.  This
          percentage shall be adjusted, if necessary,  in order to guarantee and
          insure that Upgrade will own, on the close of the  acquisition  of all
          the  Optioned  Shares,  a total of fifty  percent  (50%) of all of the
          issued  and  outstanding  Shares of  UltraCard,  including  the Shares
          currently owned by Upgrade."

3.3     DEMONSTRATION  DATE.  A  new  paragraph  shall  be  added  to Article 1,
Paragraph  1.1  (g),  to  define  the  term  "Demonstration  Date"  as  follows:

          "(g) "Demonstration Date" means the date on which all of the following
          events have occurred: (i) UltraCard has provided Upgrade with proof of
          concept which shall consist of a  demonstration  of the read/write and
          storage technology, and (ii) Upgrade has received written confirmation
          satisfactory  to Upgrade that the technology is viable both conditions
          of which  shall be  satisfied  on or before  August 5, 1998.  Further,
          Upgrade  acknowledges  it has observed and reviewed the  demonstration
          proof of concept provided by UltraCard on July 24-25, 1998.


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3.4     PAYMENT  OF  OPTION  PRICE.  Article  2,  Paragraph  2.4  of  the Option
Agreement  is  hereby  amended  and  replaced  with  the  following  paragraph:

          "2.4 Upgrade shall acquire the optioned shares of UltraCard and tender
          the  option  price to  UltraCard  in  accordance  with  the  following
          schedule:

          (a)     $4,34,900.00  which  UltraCard  acknowledges  receipt  of;
          (b)     $50,000.00  on  or  before  February  01,  1999:
          (c)     $300,000.00  on  or  before  February  05,  1999;
          (d)     $300,000.00  on  or  before  February  12,  1999;
          (e)     $300,000.00  on  or  before  February  19,  1999;
          (f)     $600,000.00  on  or  before  March  25,  1999;
          (g)     $2,669,000.00  on  or  before  May  10,  1999;
          (h)     $3,000,000.00  on  or  before  May  30,  1999;


          Upgrade shall be issued  optioned  shares at a price of 1.90 per share
          of UltraCard  for payments  specified in  subparagraph  (a)-(g).  Upon
          final remittance of the Option Price payment specified in subparagraph
          (h),  Upgrade shall have been issued Shares equal to 30% of the issued
          and outstanding Shares of UltraCard."

3.5     FAILURE  TO  TENDER BY TERMINATION DATE. Article 2, Paragraph 2.6 of the
Option  Agreement  is  hereby amended and replaced with the following paragraph:

          "2.6 Failure to tender the specified amount of the Option Price by the
          close if business forty eight hours from any of the dates scheduled in
          subparagraphs  2.4(a),  (b), (c), (d), (e), (f). (g), (h) or (I) above
          will result in the  immediate  termination  of this  Agreement for any
          Optioned Shares still remaining under this Agreement at that time.

3.6      REPRESENTATIONS AND WARRANTIES OF ULTRACARD. Two additional paragraphs,
Paragraphs  4.8  and  4.9.  shall  be  added  to  Article  4  as  follows:

          "4.8  UltraCard  shall  reserve and set aside no more than One Million
          (l,000,000)  authorized but unissued Shares of the corporation,  which
          Shares shall be part of and subject to a combined  incentive  and or a
          stock plan to be adopted and implemented by UltraCard."

          "4.9 UltraCard warrants that from the date Upgrade acquires all of the
          Optioned  Shares  under this  Agreement  until the date of any initial
          public  offering of the Shares of UltraCard,  UltraCard shall not take
          any  action or in any way allow or cause  Upgrade's  ownership  of the
          issued and outstanding  shares of UltraCard to become diluted so as to
          result in Upgrade  owning less than fifty  percent (50%) of all of the
          issued  and  outstanding  Shares  of  UltraCard.  In  the  event  that
          UltraCard requires additional financing prior to an initial public


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