UPGRADE INTERNATIONAL CORP.
                          1411 Fourth Avenue, Suite 629
                           Seattle, Washington  98101



                                 April 11, 2000


National  CacheCard  Company
1034  S.  Brentwood  Blvd.,  Suite  1900
St.  Louis,  MO  63117-1219
Attention:  William  Corrington

     RE:     LETTER  OF  INTENT
             ------------------


Dear  Mr.  Corrington:

     The   following   represents  an  outline  of  our  proposal  regarding  an
acquisition by Upgrade International Corp. ("Upgrade"), of certain of the assets
of  National  CacheCard  Company,  a  Missouri  corporation  ("NCC").   NCC  has
developed,  owns and produces certain smart card application software for use by
colleges,  universities,  and government agencies ("Software").  Upgrade desires
to  acquire this Software from NCC, together with related hardware and equipment
utilized  in  manufacturing  and  producing  such  Software.

     This  letter of understanding ("Letter of Intent") sets forth the agreement
of  the  parties to proceed promptly and in good faith to complete the terms of,
and  to  execute,  deliver and perform an Asset Purchase and Sale Agreement (the
"Definitive Agreement").  This Letter of Intent shall expire on June 10, 2000 or
until  the  parties enter into the Definitive Agreement, whichever occurs first,
with an outside anticipated closing date of the transaction no later than thirty
(30)  days  from  the  date  of  execution  of the Definitive Agreement.  At the
request  of  Upgrade, an extension of thirty (30) days will be granted as to the
expiration  date  of  this  Letter  of Intent should any extension be necessary.

     The  transaction  will  be  structured  as  follows:

     1.     Acquisition  of Assets.  Upgrade will purchase from NCC those assets
            ----------------------
listed  on  EXHIBIT  A  hereto.  Said  asset  purchase shall include, but not be
limited  to,  computer  software  (in  object  and  source code form), programs,
script,  programming  code,  plans,  data  and  databases,  licenses,  patents,
trademarks  and  other  intellectual  property  rights,  and the names "National
CacheCard  Company"  and  "NCC  SmartCard.com."


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National  CacheCard  Company
April 11, 2000
Page 2


     2.     Excluded  Assets.  Specifically excluded from this purchase and sale
            ----------------
of  assets  is  the  hardware/software  product named the UCA-USPS 3000 ("UCA").
This  product  was  developed by NCC for the United States Postal Service (USPS)
pursuant  to  USPS  Contract  Award #012590-97-P-2017, and is now owned by USPS.
The  UCA  accepts  smart  cards  and  credit/debit  cards  as payment for postal
products  and  services,  and  is  furnished  by  USPS  to  manufacturers of its
self-service  equipment.  The  UCA product includes a license for the NCC source
code as well as modifications to the source code designed specifically for USPS.
USPS  has  the  right  to  provide a copy of the NCC source code to any licensed
contractor for the purpose of enhancing or modifying the UCA, but the UCA may be
used  only to provide sales of USPS products and services, and may not be resold
to  any  other  users  or  entities.

          NCC,  however,  retains  ownership  of  the  COTS source code software
(including  any modified COTS source code software) which is incorporated in the
UCA,  and NCC has the right to continue to use such software in any of its other
products  requiring  debit/credit  functionality  outside  of  the USPS.  To the
extent not precluded by its agreement with USPS, NCC's rights to the COTS source
code  software  and  any  modifications thereof are included in the assets being
sold  to  Upgrade  pursuant  to  Section  1  above.

     3.     Purchase  Price.  The  purchase  price  for  the assets shall be Two
            ---------------
Hundred  Thousand  Dollars ($200,000), plus warrants for 70,000 shares of stock,
to  be  paid  as  follows:

          3.1     An earnest money deposit in the amount of Twenty-Five Thousand
Dollars  ($25,000)  shall  be  paid to NCC upon acceptance and execution of this
Letter  of  Intent.  Said  earnest  money  deposit  will be applied and credited
toward  payment of the purchase price at closing.  If closing of the transaction
contemplated  by  this Letter of Intent does not take place for any reason, said
earnest  money  deposit  shall  be  refunded  to  Upgrade.

          3.2     The  sum  of  One  Hundred  Seventy-Five  Thousand  Dollars
($175,000),  representing  the balance of the cash purchase price, shall be paid
to  NCC  as follows: The sum of Seventy-Five Thousand Dollars ($75,000) shall be
paid  to  NCC at closing.  The remaining One Hundred Thousand Dollars ($100,000)
shall  be  placed  in  escrow  with  an  escrow agent mutually acceptable to the
parties,  for a period of six (6) months following the closing date (the "Escrow
Funds").  The  Escrow  Funds  shall  be  used  to  satisfy  any  indemnification
obligation  of  NCC  and/or  its  shareholders  for  any  claims,  liabilities,
obligations, losses, damages, debts and expenses asserted against or incurred by
Upgrade  resulting  from  any  misrepresentation,  breach  of  warranty  or
nonfulfillment  of any covenant or agreement made in the Definitive Agreement by
NCC  and/or  its shareholders, or arising out of or relating to the operation of
NCC's  business  or  its ownership of the purchased assets prior to the closing.
Upon expiration of the six-month escrow period, any remaining Escrow Funds shall
be  released  and  paid  to  seller.


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National  CacheCard  Company
April 11, 2000
Page 3


          3.3     NCC shall be granted options for 10,000 shares of common stock
of  Upgrade,  the exercise price and period of which shall be agreed upon by the
parties  in  the  Definitive  Agreement.

          3.4     NCC shall be granted options for 30,000 shares of common stock
of  EforNet Corporation (a subsidiary of Upgrade), the exercise price and period
of  which  shall  be  agreed  upon  by  the parties in the Definitive Agreement.

          3.5     NCC shall be granted options for 30,000 shares of common stock
of  Centurion  Technologies, Inc.  (a subsidiary of Upgrade), the exercise price
and  period  of  which  shall  be  agreed  upon by the parties in the Definitive
Agreement.

     4.     No  Assumption  of  Liabilities.  Upgrade  will  not  assume  any
            -------------------------------
liabilities  or  obligations  of NCC.  NCC shall have and convey to Upgrade good
and  marketable  title  to  all  of  the purchased assets, free and clear of all
liens,  claims,  charges  and  encumbrances.

     5.     Conditions  Precedent.  As  conditions  precedent  to  the aforesaid
            ----------------------
purchase  by  Upgrade,  the  following  events  must  first  have occurred or be
satisfied:

          5.1     Consent  of Board of Directors and Shareholders.  The Board of
                  -----------------------------------------------
Directors  and,  if  required,  the  shareholders of NCC, shall have unanimously
approved  and  agreed  to the sale of NCC's assets to Upgrade.  In addition, NCC
and  its shareholders, as part of the Definitive Agreement, shall have agreed to
indemnify  and  hold  Upgrade  harmless  from  and  against  any and all claims,
liabilities, obligations, losses, damages, debts and expenses resulting from any
misrepresentation,  breach  of  warranty  or  nonfulfillment  of any covenant or
agreement made in the Definitive Agreement, or arising out of or relating to the
operation  of  NCC's  business or its ownership of the purchased assets prior to
the  closing.

          5.2     Due  Diligence Review.  Upgrade shall have had the opportunity
                  ----------------------
to  conduct  and complete its due diligence investigation and review of NCC, its
business,  assets,  liabilities,  properties, and financial condition, including
without  limitation,  a  review  of the financial statements, books and records,
customers,  suppliers, stock records, technology, patents and other intellectual
property  rights,  and  the  results  of  such investigation and review shall be
satisfactory  to  Upgrade  in  its  sole  discretion.

          5.3     Employment  and  Non-Competition  Agreements.  William
                  --------------------------------------------
Corrington, Eric Swanson, Mike Walton and two additional computer programmers or
technical  personnel  [TO  BE  IDENTIFIED] currently employed or retained by NCC
each  shall  have  entered into employment or consulting agreements with Upgrade
for  a term of not less than one (1) year following the closing date.  Each such
employee  or  consultant  will  be  employed at Upgrade's offices in St.  Louis,
Missouri, and if required, will have agreed to relocate to St.  Louis, Missouri,


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National  CacheCard  Company
April 11, 2000
Page 4


for  the  duration  of  his  or  her employment with Upgrade.  The employment or
consulting  agreement  with each such individual shall contain a non-competition
covenant  prohibiting him/her from engaging in any similar or competing business
for  a  period  of  two  years  following his/her termination of employment with
Upgrade.

     6.     Due  Diligence.  Throughout  the term of this Letter of Intent, each
            ---------------
party  agrees  to  honor reasonable requests by the other party for information,
documents  and  data  that bears upon the substance of the Definitive Agreement.
The  parties  agree to use this information in the context of these negotiations
only, and to preserve the confidentiality of all materials provided by the other
party.  Each  of  the parties shall forthwith conduct such further due diligence
examination  of  the  other  as  it  deems appropriate.  During the term of this
Letter  of  Intent,  each  party  may  in  a  reasonable  manner  carry out such
investigations  and due diligence as to the other party, at all times subject to
the  confidentiality  provisions in section 8 below and elsewhere in this Letter
of Intent.  In that regard, you agree that Upgrade or its agents shall have full
and  complete  access  to  the  books,  records,  financial statements and other
documents, articles of incorporation, by-laws, minutes of the Board of Directors
and  its  committees,  investment agreements, material contracts, stock transfer
books,  and  such other documents and materials pertaining to NCC and any of its
assets  or  operations  as  Upgrade, its legal counsel and accountants, may deem
reasonable  or  necessary  to conduct an adequate due diligence investigation of
NCC  prior  to  entering  into  the  Definitive  Agreement.  Notwithstanding the
foregoing,  each  party  agrees  that  it  will not make inquiries of or conduct
investigations  or  due  diligence  with  any  third party, including regulatory
agencies,  without  the  express  written permission of the other subject party.
Such  due  diligence  shall be conducted within sixty (60) days from the date of
execution  of  this  Letter  of  Intent.

     7.     Good Faith Representation.  This letter is intended to set forth the
            --------------------------
basic terms and conditions of the parties with respect to the matters discussed.
However,  the  parties  agree  that they shall promptly hereafter take all steps
necessary  to  have their respective legal counsel draft the final documentation
necessary to effectuate their agreements.  To the extent that any material issue
is  not resolved herein, the parties agree to promptly and in good faith resolve
the same.  The parties agree that their legal counsel should draft the necessary
documentation  in  the  manner customary for such transactions.  Notwithstanding
the  lack  of  final documentation at this time, the parties agree to proceed at
all  possible  speed to satisfy any condition precedent to the completion of the
intended  transaction  to  all  extents  possible.

     8.     Confidentiality.  The  parties  understand  that it is possible that
            ----------------
certain  of the conditions precedent may fail and that the intended transactions
may  not  be  completed,  notwithstanding  each party's good faith best efforts.
Therefore,  the parties agree that any information obtained from any other party
pursuant  to  the  negotiations  leading  to  this  agreement or hereafter until
closing shall be deemed by each to be confidential trade and business secrets of
each,  and each party hereby warrants that it shall not disclose the same to any
other  person  without  the express prior written consent of the party from whom
the  information  was  obtained.


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National  CacheCard  Company
April 11, 2000
Page 5

     9.     Definitive  Agreement.  The  Definitive Agreement will be structured
            ---------------------
as  an Asset Purchase and Sale Agreement, and shall include customary covenants,
conditions,  representations and warranties made as of the date of execution and
as  of  the  date  of  closing.

     10.     Lock-Up.  As  a  condition  of  this  Letter  of  Intent  and  in
             -------
consideration  of the effort and expense to be incurred by Upgrade in connection
with  the due diligence review and the proposed transaction, NCC agrees that for
the  period  commencing on the date this Letter of Intent is accepted and ending
on  the  date this Letter of Intent expires, it will not in any way seek, on its
own  behalf  or on behalf of any of the officers, directors, shareholders and/or
creditors  of  NCC, to approach or involve other individuals or entities in this
asset  purchase  transaction  except  in  cooperation  and  concert  with  the
undersigned.  NCC  further covenants and agrees that during said lock-up period,
it will not:  (a) discuss, entertain, consider, solicit or initiate any proposal
(including  any  prior  offer or solicitation) that contemplates the sale of the
corporation  or  any  of  its  stock  or assets; or (b) negotiate or execute any
contract,  agreement  or  undertaking  with  any  third  party  or  entity which
contemplates  or  provides  for,  either directly or indirectly, the sale of the
corporation,  its assets, facilities or technology; or (c) take any action which
would  materially  alter  the  capitalization  of the corporation, the nature or
extent  of  its  assets,  or otherwise render impossible the consummation of the
transactions  contemplated  by  this  Letter  of  Intent.

     11.     Conduct  of Business.  Until the closing or the termination of this
             --------------------
Letter  of  Intent,  NCC  will  conduct  its business and operations in a manner
consistent  with  past practices and will not engage in transactions outside the
ordinary  course of business.  In addition, NCC agrees that until the closing or
the  termination  of  this  Letter  of  Intent,  there shall be no change in the
capital  structure  of  the  corporation, the corporation shall not declare, set
aside,  pay  or  otherwise  distribute to any equity or debt interest holder any
cash  or  stock  or  any  other  distribution in respect of the ownership of the
corporation, nor shall the corporation, directly or indirectly, redeem, purchase
or otherwise acquire any capital stock or other equity interest in any entity or
other  business  without  the  prior  written  consent  of  Upgrade.

     12.     Expenses.  Upgrade  and  NCC  will  each  be solely responsible for
             --------
paying  the  fees and expenses for their respective legal counsel, advisors, and
accountants.

     13.     Binding  Nature.  Upon  your  approval  and acceptance hereof, this
             ----------------
Letter  of  Intent  shall  constitute  a  binding agreement subject, however, to
satisfaction  of  the  conditions  precedent  set  forth  in  Section  5  above.


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National  CacheCard  Company
April 11, 2000
Page 6


     If  you  accept  and agree to this Letter of Intent, please sign and date a
copy  of  this  letter  and  return  it  in  confidence  to the attention of the
undersigned  at  the  offices  of  Upgrade  as  noted  above.

                              Very  truly  yours,

                              Upgrade  Corporation



                              ______________________________________
                              By:___________________________________
                              Its:__________________________________



Approved  and  accepted  on  April  _____,  2000.

NATIONAL  CACHECARD  COMPANY



______________________________________
By:___________________________________
Its:__________________________________


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National  CacheCard  Company
April 11, 2000
Page 7


                                    EXHIBIT A

                              ASSETS TO BE ACQUIRED
                              ---------------------


General  Intangibles:
---------------------

Names:         NCC  SmartCard.com,  LLC.
               National  CacheCard  Company

Trademarks:    Instacache  (a  registered  trademark)

Patents:       None

Copyrights:    NCC source code  on  CD ROM #1 and  #2 comprising all software
               owned  by  NCC  supporting  the  NCC  epurse  system.



Equipment:     Various  smart  card  readers  and demonstration vending and card
----------     loading  equipment  used  to demonstrate the functionality of the
               epurse  system.  (The  equipment  is  not  available  for  resale
               and  will  be  set  up  in the St.  Louis  office.)


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