EXHIBIT 10.25


                        CARD SUBSTRATE SUPPLY AGREEMENT

     THIS  CARD  SUBSTRATE  SUPPLY  AGREEMENT  (the  "Agreement") is made and is
effective  this  18th of October, 2000, by and between UltraCard, Inc., a Nevada
corporation,  having  a  place  of business at 16795 Lark Avenue, Suite 102, Los
Gatos,  California  95008  ("UltraCard")  and  Komag,  Incorporated,  a Delaware
corporation,  having  a  place of business at 1710 Automation Parkway, San Jose,
California  95131  (hereinafter  referred  to  as  "KOMAG").

                                    Recitals,
                                    ---------

     (A)  UltraCard  desires  to  enter  into  a Card Substrate Supply Agreement
wherein  KOMAG  would  fabricate,  manufacture  and  supply  card  substrates in
compliance  with cud substrate specifications set forth in Exhibit A hereof (the
"Card  Substrate"),  and  wherein  the  Card Substrate is adapted to receive and
support  a  magnetic  media  including  for use as a credit card-like data card,

     (B)  KOMAG  is  experienced  in  fabricating,  manufacturing  and supplying
magnetic  disks  having  rigid  substrates  and  KOMAG  has  the  capability  of
fabricating,  manufacturing  and  supplying  Card  Substrates in accordance with
UltraCard's  Card  Substrate  Specifications,  as  hereinafter  defined,  (the
"Contract  Manufacturing  Services").

     (C)  Upon  acceptance by UltraCard of a manufactured Card Substrate meeting
the  applicable  Card  Substrate  Specifications,  UltraCard is to agree to have
KOMAG  supply,  on a non-exclusive basis, a portion of UltraCard's manufacturing
requirements  therefbr in quantities to be determined solely by UltraCard and on
mutually  agreeable  delivery  schedules.

     (D)  UltraCard  and  KOMAG  desire  to  enter  into a Card Substrate Supply
Agreement setting forth the terms and conditions under which KOMAG is to provide
such  Contract  Manufacturing  Services  to  UltraCard  for  Card  Substrates.


<PAGE>
                                   Agreement:
                                   ----------

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

     (1)  CARD  SUBSTRATE  SPECIFICATIONS

     (A)  A  schedule  labeled  "ULTRACARD'S  CARD  SUBSTRATE SPECIFICATIONS" is
Identified  as  Exhibit  A  and  is  attached  hereto  (the  "Card  Substrate
Specifications").  The  Card  Substrate Specifications, including any amendments
made  thereto  made in accordance with the provisions of this Paragraph 1, shall
be  the  applicable  Card Substrate Specification for purposes of the Agreement.

     (B)  KOMAG  agrees  to  assist UltraCard in making suggestions, identifying
and/or  consulting  with  UltraCard  as  to  any  proposed  revisions,  changes,
modifications,  additions  or  the  like  to  the  Card Substrate Specifications
(collectively  referred  to  as  the  "Specification  Revisions").

     (C)  KOMAG  understands  and  agrees that UltraCard shall have the sole and
final  discretion  as  to  which,  if  any,  Specification  Revisions  are to be
incorporated into the Card Subwate Specifications. If UltraCard detern-dnes that
any  proposed  Specification  Revisions  are  required  to  the  Card  Substrate
Specification,  the  following  revision  process  is agreed to by UltraCard and
KOMAG:

     (i)     UltraCard  shall  first  advise  KOMAG, in writing, of any proposed
Specification  Revision;

     (ii)  KOMAG  shall,  within the period of ten (10) days from receipt of the
proposed  Specification  Revisions from UltraCard, advise UltraCard, in writing,
if  KOMAG  has  any  objection(s)  to  the  proposed  Specification  Revisions;


<PAGE>
     (iii)     If  KOMAG has no objection(s) or fails to respond to the proposed
Specification  Revisions within the ten (10) day period, then the Card Substrate
Specification  shall  be  deemed  amended,  for  purposes  of this Agreement, to
include  the  proposed  Specification  Revisions.

     (iv)     If  KOMAG  has  any  objection(s)  to  the  proposed Specification
Revisions  and  provides  written notice of objection(s) to UltraCard within the
ten  (10)  day  period,  the  parties  shall meet within the ten (10) day period
commencing  the date UltraCard receives the written objection(s) from KOMAG. The
parties  shall,  in  good  faith,  attempt to resolve the objection(s). If KOMAG
requires  payment  of  any fees, costs or expenses from UltraCard, including any
change  to  manufacturing costs as a part of KOMAG's written objection(s), KOMAG
shall  supply  such  information  in reasonable detail to UltraCard prior to the
above  referenced  meeting.  If  the  parties  agree  in  writing  on  proposed
Specification  Revisions, then the Card Substrate Specifications shall be deemed
amended  to  include  the  same.

     (v)     If  KOMAG  provides  a  written  objection(s)  in  accordance  with
Paragraph  (1)(C)(iv)  above  and  the  parties fail to agree or cannot mutually
agree  on  the  terms  and  conditions  for resolving the proposed Specification
Revisions  within  the  twenty  (20)  day  period  commencing the date UltraCard
received  KOMAG's  written objection(s),  then the Card Substrate Specifications
then  in effect shall, unless further amended or revised in accordance with this
Paragraph  (1)(C),  be the applicable Card Substrate Specifications for purposes
of this Agreement and shall apply only to any open firm purchase  orders  issued
                                  ----
by UltraCard in  accordance  with  the  provisions  of  Paragraph  (4)  hereof.
Notwithstanding the provisions of this Paragraph (1)(C)(v). UltraCard shall have
the  right  to exercise its rights to termination of this Agreement as set forth
in  Paragraph  9(A)  and  9(B)  hereof.


<PAGE>
     (2)  DELIVERY  OF  PROTOTYPE  MANUFACTURED  CARD  SUBSTRATE

     (A)  As  part  of this Agreement and subject to the provisions of Paragraph
(5)  hereof,  KOMAG  and  UltraCard  agree  as  follows,

     i)     KOMAG  shall perform non-recurring engineering (NRE) projects as set
forth in Paragraph 5 hereof to enable KOMAG to deliver prototype Card Substrates
to  UltraCard.  UltraCard " specify two (2) form factors for the Card Substrates
prior  to  commencement of the NRE projects. The NRE projects are expected to be
completed  within  approximately  ninety  (90)  days  from the date hereof KOMAG
shall,  during  performance  of  the  NRE  activities, provide to UltraCard such
prototype Card Substrates as it is reasonably able to provide. Thereafter, KOMAG
shall  fabricate and deliver to UltraCard. within a targeted date of thirty (30)
days,  but  in  no  event  later  than  45  days, from the completion of tte NRE
projects, a minimum of five hundred (500) prototype manufactured Card Substrates
each  in  the two (2) form factors designated by UltraCard prior to commencement
of  the  NRE  projects  and meeting the applicable Card Substrate Specifications
(the  "Prototype  Manufactured  Card  Substrate");

     ii)     UltraCard shall within fourteen (14) days from receipt of the
Prototype  Manufactured  Card Substrate advise KOMAG in writing if the Prototype
Manufactured  Card  Substrates are or are not acceptable, and if not acceptable,
the  reasons  therefor.  UltraCard  shall  provide  to  KOMAG, if appropriate, a
proposed  Specification Revisions as required to make the Prototype Manufactured
Card  Substrate  acceptable  to  UltraCard.

     (iii)     In  the  event  that  UltraCard  determines  that one (1) or more
Prototype  Manufactured  Card Substrates should be refabricated and delivered to
UltraCard  for  inspection  and  review including compliance with the applicable
Card  Substrate  Specifications  (the  "Additional  Prototype  Manufactured Card
Substrates"),  and  UltraCard  provides  written  notice  thereof  to KOMAG, the
procedure set forth in Paragraphs 2(A)(i) and Z(A)(ii) shall be followed fbr the
Additional  Prototype  Manufactured  Card  Substrates.


<PAGE>
     (3)  DELIVERY OF FIRST ARTICLE OF MANUFACTURED CARD SUBSTRATES

     (A)     As  part  of  this  Agreement  and  subject  to  the  provisions of
Paragraph  (5)  hereof,  KOMAG  and  UltraCard  agree  as  follows:

     (i)     KOMAG  shall  fabricate and deliver to UltraCard, within a targeted
date  of  thirty (30) days, but in no event later than 45 days, from the date of
acceptance  of  the  Prototype  Manufactured  Card  Substrate,  a minimum of one
thousand  (1,000)  first article of manufactured Card Substrates each in the two
(2)  form  factors  designated  by  UltraCard  prior  to commencement of the NRE
projects  and  meeting  the applicable Card Substrate Specifications (the "First
Article  of  Manufactured  Card  Substrates");

     ii)     UltraCard  shall,  within  fourteen  (14)  days from receipt of the
First  Article  of  Manufactured  Card  Substrate advise KOMAG in writing if the
First  Article  of Manufactured Card Substrate are or not acceptable, and if not
acceptable,  the  reasons  therefor.  UltraCard  shall  provide  to  KOMAG,  if
appropriate,  a  proposed  Specification Revisions as required to make the First
Article  of  Manufactured  Card  Substrate acceptable to UltraCard.  The parties
shall mutually agree, in writing on: (x) the final First Article of Manufactured
Card  Substrate  which  is  acceptable for manufacturing production; and (y) the
applicable  Card  Substrate  Specification which is to be used for manufacturing
production of Card Substrates before proceeding with manufacturing production of
Card  Substrates  as  set  forth  in  Paragraph  (4)  below.


<PAGE>
     (iii)     In the event that UltraCard determines that one (1) or more First
Article  of  Manufactured Card Substrates shall be refabricated and delivered to
UltraCard  for  inspection  and  review including compliance with the applicable
Card  Substrate  Specifications  (the  "Additional First Article of Manufactured
Card  Substrates")  and  UltraCard provides written notice thereof to KOMAG, the
procedure  set forth in Paragraphs 3 (A)(i) and 3 (A)(iii) shall be followed for
the  Additional  First  Article  of  Manufactured  Card  Substrates.

                   (4) CARD SUBSTRATE MANUFACTURING AND SUPPLY


     (A)     Subject to the conditions  set  forth below,  KOMAG  shall have the
non-exclusive  right to manufacture and deliver a part of UltraCard requirements
of Card Substrates in such quantities and on delivery schedules to be determined
solely  by  UltraCard  and  consented  to  by  KOMAG, which consent shall not be
unreasonably  withheld,  as  set  forth  in  Paragraph  4  (B)(ii)  below.

     (B)     The  first  delivery of manufactured Card Substrates by KOMAG shall
commence  forty  five (45) days after the parties mutually agree in writing that
the  First  Article  of  Manufacture  of  Card  Substrate  and  Card  Substrate
Specifications  are  acceptable  and  such  delivery  of  the  manufactured Card
Substrates  shall  be  in  accordance with the terms of Paragraphs 4 (B)(iii), 4
(B)(iv)  and  4  (B)(v)  below;

     (i)     UltraCard  shall  provide  KOMAG a written, non-binding forecast of
UltraCard's  Card  Substrate  requirements  to be supplied by KOMAG for the next
(twelve)  12  months  of  this  Agreement.

     (ii)     Beginning  one  (1)  month  prior  to  scheduled  manufacturing
production of one or more Card Substrates in one or more form factors, UltraCard
shall  provide  KOMAG  with  a


<PAGE>
twelve  (12)  month  non-binding  forecast  for  the following twelve (12) month
period,  UltraCard's  anticipated  requirements  can  be  found  in  Exhibit  B,

     (iii)     On  the  first  day  of  the  month  prior  to  commencement  of
manufacturing  production,  UltraCard  will provide KOMAG with a non-cancelable,
firmpurchase  order  for  Card  Substrates  with  the weekly scheduled shipments
covering  the  next  three  (3)  mouth  period and a non-bindingforecast for the
remaining  nine (9) months.  Thereafter, UltraCard shall provide non-cancelable,
firm  purchase  orders  and forecasts as set forth in Paragraph 4(B)(iv), below.
All  purchase  orders  shall be subject to KOMAG's acceptance thereof in KOMAG's
discretion,

     (iv)     Provided  KOMAG is meeting the Card Substrate Specifications, that
the  manufactured Card Substrates conform to the samples of the First Article of
Manufactured  Card Substrates accepted by UltraCard, costs, quality, quantities,
and  delivery  schedules  for  the  Card  Substrate  and  upon  commencement  of
manufacturing production, UltraCard shall provide KOMAG on the first day of each
month  a  non-cancelable  firm  purchase  order  for Card Substrates with weekly
scheduled  shipment  in  order  to  provide  a  rolling three (3) months of firm
purchase  orders  and  a non-binding forecast for the remaining nine (9) months.

     (v)          The  applicable Card Substrates prices for aft purchase orders
for  Card  Substrate  shall  be  in  accordance  with  the  pricing set forth in
Paragraph  5(B)(i)  below.

    (5)  NON-RECURRING ENGINEERING AND CARD SUBSTRATES PRICING

     (A)  KOMAG  and  UltraCard  agree  as follows with respect to Non-Recurring
Engineering  charges:


<PAGE>
     (i)  The  Contract  Manufacturing  Services  to be rendered by KOMAG as set
forth  herein  shall  include  the  Fabrication,  Testing,  Quality  Control and
Delivery of the Card Substrates as required by Paragraphs 2 and 3 hereof and any
other engineering, contracting and related services provided by KOMAG under this
Agreement  and  all  such  services  are  to be deemed Non-Recurring Engineering
("NRE')  charges  and  are  to  be  accounted  using KOMAG's normal fees, costs,
manufacturing overhead burden and related costs plus thirty percent (30%). KOMAG
agrees  to  provide  such  NRE  charges  up  to  a  maximum,  of  $600,000.

     (ii) UltraCard is to advance KOMAG a check for $600,000.00 for NRE expenses
on  October  18,  2000  and, as a condition precedent to this Agreement becoming
effective,  the check must clear. Further, the advancement of the $600,000.00 is
subject  to  the  following  conditions:

          (a)     KOMAG shall place the advanced $600,000.00  into  a  separate,
interest  bearing  account  which  funds  are  to  be used for NRE charges only.

          (b)     KOMAG shall, within 7 days of  the execution hereof, prepare a
budget  of  the  anticipated  NRE  charges  for  the  first  one month period of
development.   KOMAG  shall  thereafter  prepare  and  submit to UltraCard, each
month,  a  budget  for the subsequent month within 7 days of the last day of the
previous  budget,  UltraCard  shall,  within  3 days of receipt of a budget from
KOMAG, either i) approve the same by signing the budget and returning the budget
to KOMAG, or ii) notify KOMAG of any disagreement with the budget.  In the event
UltraCard  disagrees  with  the budget, it shall so notify KOMAG and provide its
reasons  therefor.  Upon  notification  by UltraCard to KOMAG,  KOMAG will cease
incurring  NRE  charges.  The  parties  shall  meet  and  mutually  resolve such
disagreement  within  3  days  of


<PAGE>
UltraCard's  notification  of the saint and if the parties cannot so resolve the
disagreement  within  ten  (10)  business  days,  either party may terminate the
Agreement  pursuant  to Section 9(A) or 9(B). Upon termination of the Agreement,
KOMAG  will,  within  3  days,  return to UltraCard the remaining balance of the
$600,000  advanced  to  KOMAG.

        (c)     KOMAG shall submit to UltraCard  invoices for goods provided or
services  performed.

        (d)     UltraCard shall, , 45 days from the beginning of the NRE period,
advance  KOMAG  $500,000 to secure payment for the first 100,000 Card Substrates
to  be  provided under Paragraph 5(B).  In the event the Agreement Is terminated
pursuant  to Section 9(A) for breach by KOMAG or Section 9(B), KOMAG will return
to  UltraCard  the  balance  of  the  $500,000.00  advance  not  applied to Card
Substrates  shipped  by  KOMAG  and  received  by  UltraCard.

     (iii)     KOMAG  shall provide to UltraCard NRE Charge Accounting Report of
the  NRE charges on a thirty (30) day basis and the 30 Day NRE Charge Accounting
Report  shall be delivered to UltraCard within ten (10) days from the end of the
applicable  thirty  (90)  days.

     (iv)     Within  thirty  (30)  days  of  the  receipt  of 30 Day NRE Charge
Accounting  Report  and  upon UltraCard review of the same, If UltraCard has any
objections  thereto  UltraCard  will  notify  KOMAG of UltraCard's objections in
writing.  Upon  notification  by UltraCard to KOMAG,  KOMAG will cease incurring
NRE  charges.   The  parties  shall  meet and mutually resolve such disagreement
within three (3) days of UltraCard's notification of the same and if the parties
cannot  so  resolve the disagreement within ten (10) business days, either party
may  terminate  the  Agreement  pursuant  to  Section  9(A)  or  9(B).


<PAGE>
     (v)     In  the event that KOMAG forecasts that the NRE charges will exceed
$600,000,  KOMAG  shall  promptly provide written  notice  thereof  to UltraCard
                         --------
together  with an estimate of the remaining forecasted NRE charges together with
sufficient  detail  to enable UltraCard to reasonably analyze and understand the
same.  KOMAG  and UltraCard shall then meet as promptly as possible and, in good
faith,  negotiate,  if appropriate, a new maximum amount for the NRE charges and
the  method  by  what  UltraCard is to pay for the same, e,g., letter of credit,
amortization  per  Card  Substrate  basis  or  otherwise.

     (vi)     The major items of NRE projects currently expected to be necessary
under  this  Agreement  are  set forth in Exhibit C attached hereto, The parties
recognize  that they may mutually determine that it is necessary or desirable to
have one or more vendors mutually selected by the parties to produce one or more
of  a  texture  machine, a cleaning machine, and cassettes, and that such vendor
may  charge  NRE  charges to develop the same. The NRE charges set forth in this
Paragraph  5  do  not  include  the  foregoing  vendor NRE charges for a texture
machine,  a  cleaning  machine, or cassettes, nor any NRE charges that KOMAG may
incur  in  the event it is necessary for KOMAG to participate in the development
of  the  texture  machine,  a  cleaning  machine  or  cassettes ("Additional NRE
charges").   In  the  event  during  the  course  of  this Agreement the parties
mutually agree to have one or more mutually selected vendors produce one or more
of  a  texture  machine  or  cassettes,  UltraCard  shall pay the Additional NRE
charges  in  accordance with the principals of Paragraph 5(A)(1)-5(A)(v), should
the  existing  NRE  charges  exceed  $600,000.

     (B)     KOMAG  and  UltraCard  agree  on  the  following  with  respect  to
manufacturing  cost  for  Card  Substrates;

     (i)  The  target  price  per Card Substrate, cost plus thirty (30) percent,
shall  be  as  follows:


<PAGE>
              CARD SUBSTRATE PRICING PER CARD SUBSTRATE WITHOUT NRE
              -----------------------------------------------------
      AS A FUNCTION OF AGGREGATE NUMBER OF CARD SUBSTRATES ACTUALLY SH[PPED
      ---------------------------------------------------------------------


-----------------------  -----------  ---------------  ------------
Form  of  Completion     1 - 100k     100k - 500k*     Over 500k **
Card  Substate
-----------------------  -----------  ---------------  ------------
Polished  Substrate      $   5.00     $       1.00              TBN
-----------------------  -----------  ---------------  ------------

* After the purchase of 100, 000 card substrates, the target price for purchases
of  greater  than  1,000,000  card substrates in any calendar quarter will be as
shown.
**  Price  to  be  negotiated.
------------------------------

     The  pricing  set  forth  above  has  been determined based upon the mutual
understanding  that  raw material that has been fine blanked or photo milled and
heat  treated meeting the Card Substrate Specifications (i.e, ready for Flat Lap
or  Grind  step  (a) of Paragraph 5(B)(ii), below) can be obtained at a price to
KOMAG  of  $0.20  per  piece;  or  that  the  cost  for KOMAG to procure the raw
material,  perform  fine  blanking  or  photo  milling  and  heat treating, plus
manufacturing  overhead burden and related costs plus thirty percent (30%) shall
be  no  more  than  $0.20  per  piece  in  volume  production,

     (ii)     In  the  event that the cost of the raw material, fine blanking or
photo  milling,  and  heat  treating  cannot  be procured for $0.20 per piece or
supplied by KOMAG at $0.20 per piece, the parties agree to adjust the pricing in
Paragraph  5(B)(i)  accordingly  to  reflect  the deviation in price from $0.20.

     (iii)     The  above  price  per  Card  Substrate  shall  include:
               (a)     Purchased  raw  material;
               (b)     Fine  Blanking  or  Photo  Mill;
               (c)     Heat  Treat;


<PAGE>
               (d)     Flat  Lap  or  Grind;
               (e)     Nip  plate;
               (f)     Polish;
               (g)     Cleanings  steps  between  processes  as  necessary;  and
               (h)     Inspection  and  packaging,

      (iv)     The  prices set forth above are based upon a volume of 1,000,000
Card  Substrates per quarter. In the event that the actual orders from UltraCard
on  a  quarterly  basis do not meet 1,000,000 Card Substrates per quarter, KOMAG
will  be  entitled  to recover from UltraCard, in addition to the $1.00 per Card
Substrate  already  paid  by  UltraCard,  the following amount for that quarter:

RECOVERY  IN  THE  EVENT  ULTRACARD  FAILS  TO  ORDER
1,000,000  OR  MORE  CARD  SUBSTRATES  PER  QUARTER

CARD SUBSTRATES ACTUALLY           ADDITIONAL AMOUNT
ORDER DURING THE QUARTER               DUE KOMAG
---------------------------------  ------------------
Less than 250,000 for the Quarter  $       400,000.00
---------------------------------  ------------------
250,001 - 500,000 for the Quarter  $       300,000.00
---------------------------------  ------------------
500,001 - 750,000 for the Quarter  $       200,000.00
---------------------------------  ------------------
750,001 - 999,999 for the Quarter  $       100,000.00


<PAGE>
     (v)     KOMAG shall actively work to minimize Manufacturing costs and shall
share  cost  reductions  equally  with  UltraCard.   KOMAG  shall  have  full
responsibility  and  authority  for  allocating quantities and placing orders to
suppliers,  including  component  price  negotiations.

      (vi)    Pricing  set  forth above is FOB from KOMAG's manufacturing sites.

     (vii)     LIMITED  EXPRESS WARRANTY, For a period of the lesser of 150 days
from date of delivery of Card Substrate to UltraCard or 90 days from UltraCard's
delivery  of  Card Substrate to UltraCard's customer, KOMAG will, at its option,
repair, replace, or reimburse for any Card Substrate purchased by UltraCard from
KOMAG  which,  not withstanding a transfer of the Card Substrate having a defect
in  materials  or  workmanship  provided the product is returned, transportation
charges  prepaid,  to  KOMAG with written notification and provided further that
the  product  has  not  been  modified,  misused. or damaged by UltraCard or its
transferee.

     THIS  WARRANTY  IS  IN  LIEU  OF  ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY  INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS
OR  OF  SUITABILITY  FOR  A  PARTICULAR PURPOSE, AND OF ALL OTHER OBLIGATIONS OR
LIABILITIES  ON  SELLER'S. PART, AND IT NEITHER ASSUMES NOR AUTHORIZES ANY OTHER
PERSON TO ASSUME FOR SELLER ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OF
THE  SAID  ARTICLES.

     (viii)     The  parties  recognize  that the Card Substrate to be purchased
under  this  agreement  is  under  development,  and agree that the above stated
determination  of  defect in materials or workmanship shall be made with respect
to  the  reasonable  expectations  with  respect  to  materials  and workmanship
according  to  the  Card  Substrate  Specifications  in  effect  at  the time of
manufacture  of  the  Card Substrate, Should a dispute arise over whether a Card


<PAGE>
Substrate  is  defective,  that dispute will be resolved, in an due haste, under
binding  arbitration  in  the county of San Jose in the state of California.  If
binding arbitration does not determine a defect in materials or workmanship on a
product  claimed  to  be  defective, UltraCard agrees to pay KOMAG's established
charges for unpacking, testing, and repackaging of the product for reshipment to
UltraCard.

THIS  PROVISION  STATES  ULTRACARD'S  EXCLUSIVE  AND  SOLE  REMEDY FOR BREACH OF
WARRANTY  AND  THE  ENTIRE  EXTENT  OF  KOMAG'S LIABILITY FOR DEFECTIVE PRODUCT.

This provision does not extend the original warranty period of any product which
has  been  repaired  or  replaced  by  KOMAG.

     (ix)     DAMAGE  LIMITATION.  INDEPENDENTLY  OF ANY OTHER REMEDY LIMITATION
HEREOF  AND  NOT  WITHSTANDING  ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY SUCH
LIMITED REMEDY, IT IS AGREED THAT IN NO EVENT SHALL KOMAG BE LIABLE FOR SPECIAL,
INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES  OF ANY KIND UNDER THIS AGREEMENT ARISING
FROM  A  BREACH  OF  THIS  LIMITED  EXPRESS  WARRANTY.

     (6)  QUALITY  SYSTEM/ACCEPTANCE  OF  CARD  SUBSTRATE

     (A)     KOMAG  and  UltraCard  will  cooperate  to  establish manufacturing
reliability testing to be performed by KOMAG on finished Card Substrate.  Unless
the  parties  mutually  agree on acceptance program at KOMAG manufacturing site,
UltraCard  shall  have  the  right  to  perform  Card  Substrate  inspection and
acceptance  within  a  period  of  thirty  (30) days of the delivery of the Card
Substrate  by  KOMAG  to  UltraCard's  facilities.

     (7)  CONFIDENTIALITY

     (A)     The  parties  agree  as  follows  with  respect  to  confidential
information;


<PAGE>
     (i)     Each  party's confidential information will be kept confidential by
the  other  party  as  set  forth  herein.

     (ii)     Subject  to  the provisions of  Paragraph (7)(A)(iii) below, it is
understood  that  during  the  performance under this Agreement, there will be a
technical  exchange  between  UltraCard, its employees and agents, and KOMAG and
its  employees and agents, and that confidential proprietary information will be
disclosed to and/or developed by each party, its employees and agents during the
term  of  the  Agreement  (the  "Confidential  Business  Information").  It  is
expressly understood and agreed, as part of this Agreement, each party shall own
all of such Confidential Business Information it discloses or develops, and that
each party agrees that the same shall be, and is, confidential & and proprietary
information  of  the  party  disclosing or developing the same.  It is expressly
understood  and  agreed  that  a party shall not have the right to use the other
party's  Confidential  Business  Information for it's own benefit nor to use the
same  for  the  benefit  of  any  third  party  except  as  provided  herein,

     (iii)     The  obligation  of  confidentiality imposed on a party hereunder
shall be to the same extent a party protects its own information it considers to
be  confidential  information,  but in no event less than a remarkable degree of
care,  and  shall  not  apply  with  respect  to  the  following:

     (a)     As  to  any  information  lawfully  disclosed to a party by a third
party,  either  oral  or written, not under an obligation of confidentiality and
not  in violation of any rights of the other party, or disclosed to a party by a
third  party  who  has  received  the  information  from  the other party and is
authorized  to  disclose  the  same  to  the  public;  or

     (b)     As  to any information that is or becomes known to the public, that
is  disclosed  in a printed publication available to public or that is described
in  a  patent  anywhere  in  the  world;  or

     (c)     As  to  any  information  which  has  been  developed


<PAGE>
Independently  by a party as demonstrated by written documents prior to the date
of  disclosure  by  the  other  party.

     (iv)     The  obligation  of  confidentiality  will automatically terminate
upon  the expiration of three (3) years from the expiration or Effective Date of
Termination  (as  defined  below)  of  this  Agreement, except that Confidential
Business Information incorporated in the Card Substrate or in the making thereof
shall  remain  confidential  unless  and  until one or more of the exceptions of
Paragraph 7(B)(iv)(a),(b) and (c), above, applies, provided that the same may be
disclosed  in  accordance  with the terms of the Intellectual Property Agreement
(including  the  confidentality  provisions  thereof)  described in Paragraph 8,
below.

     (v)     KOMAG  will  provide  UltraCard access to its facilities to observe
and  assist with the progress of Contract Manufacturing Services hereunder for a
period  no less than sixteen (16) hours per week, upon reasonable advance notice
and  during  normal  business  hours.

     (8)  INTELLECTUAL  PROPERTY  RIGHTS

     (A)  UltraCard  and KOMAG are to enter into prior to or concurrent with the
execution  of  the  Card  Substrate  Supply  Agreement and Intellectual Property
Agreement  in  the form of Exhibit D attached hereto. The parties agree that the
execution  and  delivery  of  the Intellectual Property Agreement is a condition
precedent  to  the  Card  Substrate  Supply  Agreement  becoming  effective.


     (9)  TERM  /  TERMINATION  RIGHTS

     (A)  The term of this Agreement is two (2) years, unless earlier terminated
as  provided  herein,  which  can  be  extended  as  by mutual written agreement
("Term").   This  Agreement  can  be terminated and/or cancelled by either party
for  non-performance  or  breach  of  terms  by a party providing written notice
thereof  to  the  other  party,  provided,  however,  that  the  party


<PAGE>
exercising  its rights hereunder shall first provide the other party with thirty
(30)  days  prior  written  notice of the non-perfomance or breach and the other
party  shall have failed to cure the same within the thirty (30) day period, The
end  of  the  thirty  (30)  day  cure  period  shall  be  the "Effective Date of
Termination."

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

     (C)     The  parties  acknowledge  and  agree that the Card Substrate to be
supplied  hereunder  is  under development and that it is unknown and unknowable
whether  the  Card  Substrate (including the Prototype Card Substrate, the First
Article  of  Manufactured  Card Substrate, and the Card Substrate thereafter) is
manufacturable on an economic basis or at all. Accordingly, if KOMAG determines,
in good faith, that the Card Substrate is not manufacturable, and KOMAG provides
UltraCard  with  written  notice thereof specifying the reasons therefore, KOMAG
shall then have the right to terminate and/or cancel this Agreement by providing
written  notice thereof to UltraCard thirty (30) days before the first scheduled
delivery  date  of  Prototype Card Substrates as set forth in Paragraph 2, First
Article  of  Manufactured  Card  Substrates as set forth in Paragraph 3, or Card
Substrates  as  set  forth  in Paragraph 4.  (The date of UltraCard's receipt of
such  notice  shall  be  the  "Effective  Date  of  Termination")

     (D)     In  the  event  that  KOMAG  terminates  for  UltraCard's breach or
default  under  Paragraph  9(A)  or  UltraCard exercises its rights set forth in
Paragraph  9(B)  above,  UltraCard


<PAGE>
shall  be  obligated to pay the purchase order price for Card Substrates subject
to  firm  purchase  order  as  set  forth  in Paragraph (4), provided that KOMAG
delivers  the  same  to  UltraCard.  KOMAG shall also be entitled to recover all
amounts  set  forth  in  Paragraph  5(B)(iv),  above.  In the event that the NRE
charges  subject of Paragraph 5 (A)(i) have not been paid to KOMAG by UltraCard,
the  parties  agree  as  follows:

     (i)     KOMAG  shall provide UltraCard with a written accounting of the NRE
charges  including  the  details  of the unpaid NRE charges, If UltraCard has no
objection(s)  to  such NRE charges accounting, then the amount due shall be paid
within  thirty  (30)  days.

     (ii)     If  UltraCard  has any objection(s) to the NRE charges accounting,
UltraCard shall promptly provide KOMAG with written objection(s) thereto setting
forth the reasons for such objection(s) and the parties shall promptly meet and,
in  good  with,  attempt  to  resolve  such  objection(s).  Upon reaching mutual
agreement  on resolutions of the objection(s) and as to a liquidated amount due,
the  agreed upon amount the NRE charge shall be paid by UltraCard in Thirty (30)
days,

                  10.          INTERPRETATION / APPLICABLE LAW
                               -------------------------------

     (A)     The  parties  agree  that all provisions of this Agreement, and any
questions  concerning  its construction and interpretation, shall be governed by
the  laws  of  the  State  of California, without regard to its conflict of laws
provisions,

     (B)     This  Agreement supersedes any and all previous agreements, written
or  oral,  between  the  parties  relating to the subject matter hereof. Without
limiting  the  foregoing, the confidentiality provisions of this Agreement shall
supersede  any  confidentiality or nondisclosure agreements between the parties.


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

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

     11  NOTICES

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

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

                                 UltraCard, Inc,
                                 a Nevada corporation


Date:  October 18, 2000          By:  /s/  Daniel Kehoe
                                 Chief Executive Officer




                                 KOMAG,  Incorporated,
                                 a Delaware corporation


Date:  October 18, 2000          By:  /s/  T. H. Tan
                                 Chief Executive Officer


<PAGE>