[Logo]  SCIVAC
                                           Vacuum Systems for the New Generation

January  31, 2000

Don Mann, Chief Technical Officer
UltraCard,  Inc,
1550 S. Bascom Ave., Suite 100
Campbell,  CA  95008-0656

Dear  Don:

This letter is intended to document our discussions of January 27,2000 regarding
the  continuing  business relationship between SciVac and UltraCard, Inc. I have
filled  in  some  additional details beyond what we discussed that I believe are
consistent  with  our  mutual  intent.

UltraCard  will  extend  the Development Agreement between SciVac and UltraCard,
Inc.  Dated July 23, 1999 for a period of six months commencing February 1,2000,
at  a  rate  of  $50,000 per month, unless cancelled by either party with thirty
days  notice.  Under  the  terms of the original agreement UltraCard paid SciVac
$150,000  for  ninety  days  of  development  activities  through  October 1999.
UltraCard subsequently extended this agreement for one additional month with the
payment  to  SciVac  of  an  additional $50,000 as payment for services rendered
through  UltraCard's  Comdex launch in November 1999. Since this time SciVac has
continued  to  work  on  the program, albeit at a reduced level. We respectively
request  that  SciVac be paid $25,000 for services rendered during the two-month
period  ending  January  31, 2000. SciVac agrees to continue to assign equipment
and  technologist  to  UltraCard's development project and to provide office and
lab space for Dr. Bruce Lairson during the duration of the Development Agreement
extension.

UltraCard  has  agreed  in principal to purchase a sputtering system from SciVac
for  the  production of thin film coatings for magnetically encoded credit cards
at  a fair market price based upon what other vacuum system companies change for
similar equipment. SciVac and UltraCard will work jointly on the architecture of
the  system.  Once  the system specifications and price are agreed to, UltraCard
shall  place  an  order  with  SciVac  for delivery of the system under SciVac's
standard  payment  terms (40% down with order, 45% due upon shipment and 15% due
upon  acceptance).  SciVac  has  agreed  to  assemble  the system at UltraCard's
Northern California facility. A seven-month design and manufacturing schedule is
anticipated  after  receipt  of order. Installation and process qualification at
UltraCard's  facility  will  likely  require  two  additional  months.  It  is
anticipated the system will be priced in the range of $3 to $6 million depending
on  the  agreed  upon  configuration  and  required  throughput.

SciVac  has  agreed to become a second source for the production of magnetically
encoded  credit cards manufactured to UltraCard's specifications and has further
agreed to set aside sufficient capacity to meet 20% of UltraCard's requirements,
provided  UltraCard  gives  SciVac  orders  for at least 20% of their production
requirements  and provides reasonable lead time. The price of such Cards will be
mutually  agreed  to once the production methodology is better understood. Cards
made  by  UltraCard or third parties that employ SciVac technology will continue
be subject to the royalty provisions of the Development Agreement dated July 23,
1999.

Please  let  me  know  if  your comments on the terms outlined in this letter by
either  indicating  changes  or  by co-signing below. Thank you for your ongoing
Interest in SciVac. We look forward to a continuing strong working relationship.

Sincerely,
                                          Agreed  to:
/s/  David  B.  Pearce
David  B.  Pearce
President  &CEO                           /s/  Don  Mann
                                          --------------
SciVac                                    Don  Mann,  Chief  Technical  Officer
                                          UltraCard,  Inc.


<PAGE>
[Logo]  SCIVAC
                                          Vacuum Systems for the New Generation


February  10,  2000


Dan  Kehoe,  CEO
UltraCard,  Inc.
1550  Bascom  Avenue
Campbell,  CA  95008-0656

Dear  Dan:

I  have  had  several  conversations with Don Mann regarding a vacuum system for
producing  magnetically  encoded  cards.  We  are  now  at the point the process
development  that  we  have a good understanding of the sputtering requirements,
although  the  composition  of  some  of  the  layers  may change.  We believe a
13-chamber in-line system is required for the process.  SciVac recently quoted a
15-chamber  in-line  sputtering  system to Samsung at a price of $7.4 million. A
similar  system,  configured  for UltraCard's requirements, is likely to cost at
least  $8 million. Whether it be from SciVac of another vacuum systems supplier.
While  we  would love to sell you a $6 million system, I feel there is some risk
with  approach  in  that  the substrate material has not been finalized. In-line
vacuum  systems  offer  the  most flexibility for substrate material as they can
cost  individual  cards  or  large  size  sheets  of  thin  material  for  later
processing.  If  UltraCard  knew  for certain that thin material in a web format
would  be the substrate of choice a drum web coater might be optimal.  Since the
substrate  material  is  not defined, an in-line system is the best choice as it
can  process  virtually  any  substrate  format.

Another  issue  UltraCard  faces is lead-time. A fully designed system typically
takes  6-9  months  to  manufacture.  Additional  time  must  be  allowed  for
installation  and  process  development.  It's  my  understanding that UltraCard
needs  some  production capacity by the forth quarter of this year.  The time to
start  a  system  has  already  passed.

I believe we have a solution to these issues.  Last year SciVac acquired a large
in-line  vacuum  system  from  Hoya.  The system had been used for manufacturing
magnetic hard disks.  Our plan when we purchased the system was to strip it down
to  its  stainless  steel vacuum chambers and completely rebuild the system with
SciVac's  proprietary  process  stations.  The  system was expected to remain in
house for component production.  We subsequently purchased a second used in-line
system  for  R&D  and limited component production and this week we finalized an
agreement  with  Seagate to obtain excess vacuum system component from them.  We
are currently well into the reconfiguration of the Hoya system and are therefore
able  to  offer  it as an option for UltraCard.  Due to our favorable cost basis
for this system we could offer it to UltraCard for $3 million rather than the $6
million  cost  of  a  totally new system.  SciVac would fully warrant the system
with  our  standard  twelve-month warranty.  The UltraCard process requires more
layers  than  a  conventional  thin film disk process, therefore we will have to
manufacture  four  additional  stainless  steel  chambers.  At this stage we can
reconfigure  this system for UltraCard's needs with minimal changes.  The system
could  be  completed in the April/May time frame, which would allow for a couple
of  months  of  process  development  prior  to  shipping the system to your new
facility.  SciVac  still has its R&D system on which it will continue to develop
processes  concurrently  for  transfer  to  the  larger  system.

What  SciVac  needs to proceed with this plan is a purchase order for $3 million
with our standard 40% deposit. (This deposit amount is standard in the hard disk
industry.)  SciVac's  standard  terms


<PAGE>
Dan  Kehoe
February  10,  2000                                                Page  2


are  40%  with  order, 50% with shipment and 10% on acceptance. Since the system
could be completed prior to your new facility space being available, there would
be  a  good  window for process development and system characterization prior to
reinstallation. Based on the fact that the process work and system qualification
would  be  done  at SciVac, I suggest modified payment terms of 40% down, 30% on
completion  and  30%  after  installation  at  UltraCard.

One of my motivations in offering to sell you our in-house system is that SciVac
will  benefit  by  getting a quick deal done. SciVac is very close to completing
its  DWDM  filter  process  and when completed the valuation of the company will
change  significantly.  We  intend  to  initiate  an  IPO  process as soon as we
commence  volume  production.  Due  to  uncertainty  of the timing for producing
filters  we  are  considering  another private equity round. UltraCard's deposit
would  buy  us  additional  time  to  complete  the filters and thus potentially
eliminate  the  need  for the financing. It would also give SciVac added revenue
that  would  look  good for an IPO. (For your information we were just awarded a
$1.6  million  contract  with  Honeywell  and  we  also  received a $0.7 million
follow-on  order from Seagate for additional magnetrons. We are also negotiating
a  major  joint  venture  agreement  with  Toolex.)

I  am  sure  that  UltraCard is in need of temporary office space to accommodate
approximately  ten  people  until  your  new  facility is available this summer.
Fortunately,  SciVac just expanded its space this week. I propose SciVac provide
nine  cubicles,  one  office  and  up  to  2,000  square  feet  of lab space for
UltraCard's  use through July of this year. In the sprit of working together, we
are  please  to  offer  this  space  to  you  free  of  charge.

I  look  forward  to  your  response.

Regards,


/s/  David  B.  Pearce
David  B.  Pearce
President  &  CEO


<PAGE>
                                              QUOTATION
     [SciVac  Logo]                           Quote Number    10013
                                              Date            February 25, 2000


UltraCard                  PLEASE REFERENCE THIS QUOTATION TO YOUR ORDER
1550 Bascom Avenue         SciVac, Incorporated
Campbell, CA 95008-0656    871 Fox Lane
Attn.: Dan Keho            San Jose, CA 95131
                           Attn.: David Pearce
Phone:                     Phone: (408) 456-5700
Fax:                       Fax: (408) 456-5701

<TABLE>
<CAPTION>
RFQ Type   Terms  and  Conditions  Quote Expires In:  FOB                  Approximate  Delivery
Verbal     See  Page  2            60  days           San Jose, CA         June  1,  2000
Item  Qty  Description                                                     Unit Price    Extended Price
----  ---  -------------------------------------------------------------  -------------  ---------------
<S>  <C>   <C>                                                            <C>            <C>
   1    1  SciLine 1200 Vertical In-line sputtering system  per SciVac    $3,000,000.00  $  3,000,000.00
           System specification  SS A-1200v1.0 with the following
           major components.
           -  Rebuilt and Modified Leybold ZB1200 system
           -  Rebuilt Vacuum Pumping System
           -  Vertical transport and mounting of substrates onto pallet
              system
           -  Control System
           -  Pallet return system for single and production operation


           Final System Price Including Discount:                                        $  3,000,000.00
                                                                                         ---------------
</TABLE>

Note:  This  quote  is  contingent  upon  review  and  acceptance  of  all
       customer  specifications.  If  no  customer  specifications  are
       provided,  SciVac's  performance  specifications  will  be  used.




                                                   /s/  David  Pearce
                                                   -----------------------------
                                                   David Pearce, President & CEO


<PAGE>
                                                 QUOTATION
 [Logo] SciVac TM                                Quote Number  10013
                                                 Date          February 25, 2000

UltraCard                          PLEASE REFERENCE THIS QUOTATION TO YOUR ORDER
1550 Bascom Avenue                 SciVac, Incorporated
Campbell, CA 95008-0656            871 Fox Lane
Attn.: Dan Keho                    San Jose, CA 95131
                                   Attn.:  Steve Schultheis
Phone:                             Phone: (408) 456-5700
Fax:                               Fax: (408) 456-5701

     SYSTEM PRICE INCLUDES:
     a)  12 Month Warranty
     b)  Warranty excludes consumable and damage due to customer negligence
     c)  Process and Equipment demonstration after installation
     d)  Training in San Jose during pre-ship acceptance and at customer upon
         installation
     SPECIAL TERMS AND CONDITIONS
1    SHIPMENT :
     a)  FOB SciVac factory shipping dock
     b)  Freight-collect
     c)  By air-ride van
     Delivery date is subject to customer requested engineering specials
2    PAYMENT TERMS:
     a)  40% due with order
     b)  30% due upon system completion at SciVac, net 30 days
     30% due upon  installation  at UltraCard  and formal  acceptance or 60 days
     from shipment whichever occurs first assuming no fault of SciVac
3    TERMS AND CONDITIONS:
     This quotation is subject to SciVac Terms and Conditions
4    VALIDITY :
     This quotation is valid for 90 days from the date of  quotation
5    INSTALLATION :
     System will be initially built and installed at SciVac factory for the test
     and use by UltraCard  personnel  until UltraCard  Campbell,  CA facility is
     completed.  Upon  shipment to UltraCard  facility,  SciVac  personnel  will
     perform the installation and system start-up.  UltraCard is responsible for
     all  facilities,  riggers,  test  instruments  and  materials  at UltraCard
     facility in order to complete installation and system acceptance.




                                                   -----------------------------
                                                   David Pearce, President & CEO


<PAGE>
                                  SCILINE 1200

                      SYSTEM DESCRIPTION AND SPECIFICATION

                                  FOR ULTRACARD

                                  SS A-1200V1.0



                              SCIVAC, INCORPORATED

                                  871 FOX LANE

                             SAN JOSE, CA 95131 USA




                Vacuum  Systems  for  the  Next  Generation


              (C) Copyright  SciVac,  Incorporated,  2000


                                  Page 1 of 6
<PAGE>
                                   SCILINE1200
                               SYSTEM DESCRIPTION


1.0     OVER  VIEW
The  Sciline  1200  system  provides  the  advanced  technology required for the
sputtering  of materials for Ultra Card's magnetically encoded cards. The system
is  a  used  and  SciVac  modified  Laybold ZB1200 vertical in-line system which
utilizing  Leybold  vacuum  chamber  and  pallet transfer technology. The entire
pumping  system  consists  of  rebuilt  pumps  described later in this document.

The  system  consists  of  thirteen (13) process modules with a load and unloads
station at each end with a pallet return system for single sided system load and
unload operation. The system's process concept consists of the following process
modules.


          Module  Module Description

            1    Load Lock Module with Heater
                 System
            2    Heating Buffer Module
            3    Heating Module
            4    Dual Rotary Cylindrical Magnetron
            5    Dual Rotary Cylindrical Magnetron
            6    Heating Module
            7    3-Planar Magnetrons
            8    3-Planar Magnetrons
            9    High Vacuum  Buffer Module
           10    High Vacuum  Buffer Module
           11    Dual Rotary Cylindrical Magnetron
           12    High Vacuum  Buffer Module
           13    Unload Lock Module

All  of  the modules are constructed of stainless steel and have the same inside
dimensions.  The  Layout  of  the  vacuum  chamber modules is shown in Figure 1.

The  SciLine  1200  core  platform  includes:

-     In-Line  Pallet  Transfer  System
-     Manual  loading and unloading of pallets at pallet load and return station
-     Optical sensors for monitoring pallet positioning within the vacuum system
-     Allen  Bradley  PLC  with  Control  Logic  operating  system
-     Vacuum  pumping  system


                                  Page 2 of 6
<PAGE>
2.0  CHAMBER  MODULES

2.1  LOAD  LOCK  MODULE
The  Load  Lock Module provides atmospheric isolation to the high vacuum process
modules.  Additionally, heaters are incorporated to provide moisture out gassing
of  the  substrates  prior  to  any  subsequent  processing  steps.

2.2  HEATING  AND  HEATING  BUFFER  MODULES
The  Heating  Buffer  Module  consists  of a heating assembly substrate heating.

2.5  DUAL  ROTARY  CYLINDRICAL  MAGNETRON  MODULE
The  Dual  Rotary  Cylindrical  Magnetron  Module  utilizes SciVac's proprietary
advanced  cylindrical  rotary  magnetron  technology.  The  cylindrical  rotary
magnetron  is  designed for the deposition of dielectric and metallic films. The
architecture  is  specifically  designed  to offer the following advantages over
planer  magnetrons.


     -    Continuous  cleaning of the target surface to eliminate  poisoning and
          redepostion build up
     -    High target utilization and extended target life time
     -    Elimination  of  the  disappearing  anode  problems   associated  with
          reactive coatings
     -    Ability  to operate at high  power and low  pressure  to provide  high
          deposition rates and improved film nucleation
     -    High   deposition   uniformity   and  excellent   controlled   process
          repeatability
     -    Reduced substrate heating
     -    Zero latency dual metal deposition

A  DC  power  supply  electrically  powers  the  magnetron. The permanent magnet
assembly  can  be  rotationally orientated to the substrate and is water-cooled.
The  cylindrical  rotary  target  rotates  around the magnet assembly. When D.C.
power  is  applied  to  both  targets,  the sputtering process begins. A uniform
plasma  line discharge running the length of the target occurs. The substrate is
moved  in  front of the dual cylindrical targets to achieve uniform side-to-side
substrate deposition. As the substrate passes the sputter deposition region, the
target  material  is deposited on to the substrate. Process argon gas flow, D.C.
power,  and  target  rotation  speed  are  user  selectable.

Various target materials will be used dependent upon the location in the system.
Current  target  materials  are Titanium for TIN deposition, Chrome for thick Cr
base,  and  Carbon  as  overcoat.


                                  Page 3 of 6
<PAGE>
                                    [figure]


           FIGURE 2. CYLINDRICAL ROTARY MAGNETRON SCHEMATIC (TOP VIEW)


2.6  PLANER  MAGNETRONS
The  planar magnetrons are DC powered. When D.C. power is applied to the target,
the  sputtering  process  begins.  A uniform plasma discharge region running the
length  of  the  target  occurs.  The  substrate is moved in front of the planar
magnetron to achieve uniform side-to-side substrate deposition. As the substrate
passes the sputter deposition region, the target material is deposited on to the
substrate.  Process  argon  gas  flow, D.C. power, and target rotation speed are
user  selectable.

2.7  HIGH  VACUUM  BUFFER  MODULE
The High Vacuum Buffer Module provides vacuum isolation between process and load
lock  modules.  There  are no processing steps to be completed in these modules.

2.8  UNLOAD  LOCK  MODULE
The Unload Lock Module provides atmospheric isolation to the high vacuum process
modules.  Pallets with the substrates previously processed will enter the Unload
Lock  Module though entrance isolation door. Once the Load Lock Module is loaded
with a pallet, the entrance isolation door is closed and the module is vented to
atmosphere  using nitrogen gas. The Unload Lock module is evacuated with a Roots
blower  and  turbo  molecular  pump  system.

3.0  CONTROL  SYSTEM
The  SciLine  1200  electronic  and  software  control  system  includes  :
     -    Allen  Bradley  programmable  logic  controller  (PLC)  utilizing  the
          ControLogix  operating  system.  TCP/IP NetWare handles  communication
          between the PLC and the user interface.


                                  Page 4 of 6
<PAGE>
     -    The user  interface  utilizes an  industrial  grade PC with Windows NT
          operating system and view software.
     -    Full system  operation  to include  process  programming,  maintenance
          operations,  and data  collection  are  accomplished  through the user
          interface.
     -    Communication to host computer is available using and RS-232,  RS-422,
          or RS-485 port.
     -    The RS View  software  where  product and process data is kept is ODBC
          compliant,  Net DDE compliant and OLE for process  control  compliant.
          The software also supports TCP/IP and UDP/IP communication.
     -    The PLC communicates to the IO devices and sensors of the system via a
          Device Net interface.

4.0  VACUUM  SYSTEM
The  SciLine 1200 chamber module vacuum system configuration is shown in Table 1
below.  All  pumps are used and rebuilt and are included with the system at time
of  shipment.  One-year warranty applies to the entire system including the used
components.

     Chamber     Turbo Pump      Roots Blower     Mechanical
     Module                                          Pump
       1          Leybold          Leybold          Leybold
                  TMP 1500          WS251             D60

       2          Leybold                           Leybold
                  TMP 1500                           DB 65

       3          Leybold          Leybold         Leybold
                  TMP 1500         WSU1000          DB 65

       4                        Share Module     Share Module
                                3 Pump Stack     3 Pump Stack

       5          Leybold       Share Module     Share Module
                  TMP 1500      3 Pump Stack     3 Pump Stack

       6          Leybold       Share Module     Share Module
                  TMP 1500      3 Pump Stack     3 Pump Stack

       7          Leybold       Share Module     Share Module
                  TMP 1500      3 Pump Stack     3 Pump Stack

       8

       9          Leybold          Leybold         Leybold
                  TMP 1500         WSU1000          DB 65

      10          Leybold       Share Module     Share Module
                  TMP 1500      9 Pump Stack     9 Pump Stack

      11          Leybold       Share Module     Share Module
                  TMP 1500      9 Pump Stack     9 Pump Stack

      12          Leybold                          Leybold
                  TMP 1500                          DB 65

      13                           Leybold         Leybold
                                    WS251           DB 60

                Table  1.  Vacuum  System  Configuration


                                  Page 5 of 6
<PAGE>