EXHIBIT 10.2

                           Memorandum of Understanding

This  memorandum  of  understanding  ("Memorandum")  is  intended to clarify and
further document an agreement regarding the ownership interests in the Sold-Rite
project  ("Project") and the subsidiary  company structures which are associated
with that Project,  previously reached among the members of the TM Century Board
of Directors  ("Board") on July 31, 2002  ("Agreement").  It is the intention of
each Board Member to fully disclose to all relevant parties, all aspects of this
Agreement.

On July 31, 2002, the Board, in executive session, discussed various alternative
paths of action with respect to ownership and collateral  commitments  regarding
this Project and the relative merits of each  alternative.  It was determined by
the Board that the following  determinations  listed below are agreed upon,  are
deemed to be fair to all parties, and are in the best interest of TM Century and
its  shareholders.  In the case of  votes  taken or  approvals  granted  in this
matter, both David Graupner and Michael Cope abstained from voting.

1. Initial ownership interest in the Sold-Rite project shall be as follows:

              42.5% owned by TM Century
              42.5% owned by David Graupner
              15% owned by Michael Cope

2. It is understood  that this Project is to be set up in a subsidiary  intended
to limit TM Century's liability.  Although set up as a subsidiary, it is not the
intention  of the  Board  to do this in  order  to  misdirect,  deceive  or hide
information from the shareholders,  the public or any governmental agency. It is
further  agreed that funds  provided by TM Century  with respect to this project
will be limited to  $100,000.  A decision to fund the Project  beyond that point
would require specific approval of the Board.

3. It is understood  that in order to raise capital to fund the new venture,  to
attract  management  and  other  employees,  and to bring in  various  strategic
partners  who may provide  other  forms of value  critical to the success of the
venture, additional ownership interests or options, or warrants thereto, will be
created.  It is understood  that dilution of ownership can be expected to result
from  that,  and that all such  dilution  will be  ratable;  that is,  all three
initial  owners  interests  will be diluted by some  equal  percentage  of their
initial ownership.  For example, if another party acquired a 50% interest in the
project, the ownership by each of the initial owners would be cut in half.

4. It is agreed  that  patents  may be issued  regarding  this  project and that
ownership of such patents shall be assigned to TM Century.

5. The Board believes it is in the interest of the company and its  shareholders
to maintain the services of David Graupner as President of TM Century. While Mr.
Graupner can be expected to apportion  some  percentage  of his time to pursuing
the  Project,  Mr.  Graupner  agrees to limit  that  time such that the  ongoing
operations  of TM  Century,  which he  oversees,  will not  suffer.  It is fully
expected that the Project will  eventually  have its own  leadership and will be
able to  relieve  Mr.  Graupner's  time to  Sold-Rite  in  favor  of TM  Century


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operations.  In all cases, Mr. Graupner agrees to not allow any such commitments
to Sold-Rite to adversely affect TM Century operations.

6. The Board  wishes to  maintain  Mr.  Cope's  services  as a TM Century  Board
Member,  and since the interests of all three  initial  owners are fully aligned
perceives no significant  conflict of interest  regarding TM Century's  interest
created by his ownership interest in Sold-Rite.  The Board acknowledges that Mr.
Cope's  role in  Sold-Rite  has been,  and is  expected  to  continue to be as a
contributor and advisor but not as an employee.  Mr. Cope currently  receives no
salary or benefits from either TM Century or Sold-Rite other than options for TM
Century  stock and the ownership in Sold-Rite.  It is  acknowledged  that if Mr.
Cope takes on a more active role in  Sold-Rite,  he will  probably earn a salary
and/or  additional  stock or options in Sold-Rite.  Even then,  since all equity
interests  in  Sold-Rite  would be aligned,  no  conflict  of interest  would be
inherent so long as his Sold-Rite duties would not inhibit his ability to act as
a TM Century  Director.  Nevertheless,  Mr. Cope will  continue to abstain  from
voting as a TM Century  board member on all matters that might create a conflict
or perceived conflict of interest.  Furthermore,  Mr. Cope agrees to resign from
the TM Century board should the TM Century board  request such  resignation  for
any reason whatever.

7. The Board has  received  advice  and an  opinion  letter  from the  Company's
corporate counsel  indicating that the agreement to apportion David Graupner and
Michael Cope a direct share of the Sold-Rite project should not be considered to
be suborning a corporate opportunity, and therefore, so long as the Agreement is
fully disclosed to shareholders,  should not be seen to create undue exposure to
a shareholder suit. The Board intends to fully disclose all relevant information
regarding Sold-Rite ownership or collateral agreements to all relevant entities,
and  believes  that  the  Agreement  is fair to all  parties,  does  not  suborn
corporate  opportunity,  and is in the  best  interest  of TM  Century  and  its
shareholders.

The  Agreement  upon which this  Memorandum of  Understanding  is based shall be
effective July 31, 2002.

Dated:  December 9, 2002

/s/: Marjorie McIntyre                 /s/: A. Ann Armstrong
----------------------                 ---------------------
Marjorie McIntyre, Chairman            A. Ann Armstrong, Director


/s/: Carol M. Long                     /s/: R. David Graupner
------------------                     ----------------------
Carol Long, Director                   R. David Graupner, President and Director

/s/: Michael Cope
-----------------
Michael Cope, Director









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