Exhibit 10.05



                   Transaction Debt Certificate No. C-4B of 10
                                   $62,500.00
                      In Lawful Money of the United States
                       With Contingent Stock Option Rights

                                   EXTRAN(R)


Date: December 28, 2000
                                  KeyCom, Inc.
                          5707 Corsa Avenue, Suite 103
                       Westlake Village, California 91362


Promises to pay to Registered Holder:

                        Integrated Medical Services, Inc.
                       26 West Dry Creek Circle, Suite 60
                               Littleton, CO 80120
               FICA or Social Security No._______________________

The sum of Sixty-Two Thousand Five Hundred and NO/100 Dollars ($62,500.00) and
additional remainder royalties, payable to Holder as follows:

Whereas, KeyCom, Inc. a Delaware Corporation ("KeyCom") is the sole owner of
XTRAN, a funds transfer system ("XTRAN"); and

Whereas, the primary function of XTRAN at this time is to send and receive funds
from geographical point to point, to, from and within the US and to, from and
within other countries throughout the world; and

Whereas, the XTRAN system utilizes programmed point of sale terminals located
and to be located throughout the world that act as sending and payout points for
funds transfer transactions; and

Whereas, XTRAN charges scheduled fees for the provision of cash transfers and
payouts; and

Whereas, KeyCom, Inc. by virtue of its ownership of the XTRAN system promises to
pay the Holder the sum of $62,500.00 of Initial Royalties and Remainder
Royalties from revenues generated in the ordinary course of the business of
XTRAN; and

                                       1

<PAGE>


Whereas, Integrated Medical Services, Inc. (the "Holder") desires to purchase
Transaction Debt Certificate Number in the face amount of $62,500.00;

NOW, THEREFORE, KEYCOM AGREES AS FOLLOWS:

1. Initial Royalties Payable to Holder

     In consideration of $62,500.00 received by KeyCom from "Holder" KeyCom
     shall pay Initial Royalties to Holder in the amount of 0.3206% of the
     proceeds charged each customer for each transaction fee conducted on the
     XTRAN system (the "proceeds") or from any similar system operated by KeyCom
     or subsidiary operation now existing or formed by KeyCom in the future (the
     "Initial Royalties") The Initial Royalty proceeds shall be paid the Holder
     until Holder has been paid the sum of $62,500.00.

2. Payment of Initial Royalties to Holder

     KeyCom shall, execute and deliver an irrevocable division order to
     Financial National Electronic Transfer, Inc. ("FINET") (the "division
     order"). The division order shall attach and segregate the Initial Royalty
     proceeds transaction-by-transaction due Holder. Such division order shall
     include instructions to deposit the proceeds to a special account for the
     benefit of the Holder at the end of each business day. KeyCom shall provide
     Holder with a certified copy of such division order the terms of which
     shall be satisfactory to Holder within 10 days of the date hereof. Should
     KeyCom elect to utilize the services of another service provider similar to
     FINET or additional providers, KeyCom shall execute a similar division
     order with the successor of FINET or additional provider for the benefit of
     Holder. KeyCom shall pay the proceeds due Holder within 10 days of the end
     of each calendar month for the previous month's transactions of the XTRAN
     system together with an accounting of all transactions executed on the
     XTRAN system during the previous month. All expenses and cost of
     undertakings set forth in this Paragraph 2 shall be born by KeyCom.

3. Payment of Remainder Royalties

     Following the completion of the payment of Initial Royalty proceeds to
     Holder; KeyCom shall pay "Remainder Royalties" in perpetuity in the amount
     of 0.1603% of the proceeds charged each customer for each transaction fee
     executed on the XTRAN system or similar system operated by KeyCom. KeyCom
     shall, provide an irrevocable division order to FINET (the "remainder
     division order"). Such remainder division order shall attach and segregate
     the Remainder Royalties, transaction by transaction due Holder and deposit
     such proceeds to a special account for the benefit of the Holder at the end
     of each business day. KeyCom shall provide Holder with a certified copy of
     such remainder division order. Should KeyCom elect to utilize the services
     of another service provider similar to FINET or additional provider, KeyCom
     shall execute and deliver a similar remainder division order to the
     successor of FINET or additional provider for the benefit of Holder. KeyCom
     shall provide a certified copy of the remainder division order to Holder.
     KeyCom shall pay the proceeds due to the Holder within 10 days after the

                                       2

<PAGE>


     end of each calendar month the aggregate amount of Remainder Royalty
     proceeds due to Holder for the previous month's transactions of the XTRAN
     system together with an accounting of all transactions executed on the
     XTRAN system during the previous month. All expenses and cost of
     undertakings set forth in this Paragraph 3 shall be born by KeyCom.

     Perpetuity shall be defined as the duration of the existence of XTRAN,
     whether owned by KeyCom, merged with another entity, by business
     combination, sale of XTRAN or otherwise. In any event the Remainder
     Royalties due Holder shall survive any change of ownership of the XTRAN
     System.

4. Assignment and Security Agreement granted Holder by KeyCom

     In consideration of Holder's purchase of such Debt Certificate, KeyCom
     hereby grants Holder an assignment, lien and security interest in such
     funds due Holder (the "Secured Party") whether amounts shall be due from
     Initial Royalties or Remainder Royalties. KeyCom covenants and agrees that
     Secured Party's lien shall be a first priority lien with respect to the
     proceeds generated from transactions effectuated on the XTRAN system and in
     no respect shall such lien or security interest be no more or no less
     junior or subordinate to any other holder of similar debt certificates
     issued by KeyCom. KeyCom hereby agrees to execute such documents as may be
     reasonable to perfect Holder's lien and security interest, whether Initial
     Royalties or Remainder Royalties, within 5 days following the closing and
     from time to time as requested by Holder. In the event of default KeyCom
     agrees to pay attorney fees, costs of collection to the extent permitted by
     the laws of the state of Delaware.

5. Extent to which Holder is entitled to receive Royalties

     Whether Initial or Remainder Royalty proceeds due to the Holder of this
     Transaction Debt Certificate KeyCom agrees that such amounts shall be
     calculated and paid Holder on the basis of the first 10,000 XTRAN terminals
     in operation and no more and no others unless such terminals are replaced
     by new terminals or such terminals terminated by KeyCom. Notwithstanding
     the foregoing sentence, the 10,000 terminals from which Holder shall be
     paid Initial or Residual Royalties shall be terminals that produce no less
     than the average revenue produced per terminal owned or controlled by Key
     Com.

6. Right But No Obligation to Sell Royalty Interests in Transaction Debt
   Certificate

     In the event of a sale or merger of KeyCom, XTRAN or both, the Holder shall
     retain all of the rights afforded Holder in the Initial or Remainder
     Royalties owned pursuant to this Transaction Debt Certificate.
     Alternatively, Holder may tag along or sell such Royalty Interest in
     Holder's Transaction Debt Certificate for a percentage of the acquisition
     price paid by a theoretical Buyer of KeyCom, at a price which equals the
     pro rata percentage of the EBITDASG&A of KeyCom during the last calendar
     quarter. Notwithstanding such right to tag along with the stockholders of
     KeyCom, the Holder shall have no obligation to sell or otherwise dispose of
     the Transaction Debt Certificate, the Initiation or Remainder Royalty
     interest owned by Holder.

                                       3

<PAGE>


The resulting percentage shall be applied to the purchase price of KeyCom as the
selling price of the Royalties. As an example, and as an example only, if the
Royalty paid to its beneficiary the sum of $100.00 during the subject calendar
quarter, KeyCom earned a pre-tax profit of $900.00 for the same subject calendar
quarter, and the selling price for KeyCom is $100,000.00, the Royalty
beneficiary will realize $10,000.00 for sale of the Royalty (10% of the selling
price of KeyCom). Option sellers will be paid at closing for the sale of KeyCom,
or as they elect in writing. Alternatively, the Holder has no obligation to
accept the terms of any sale proposed by KeyCom or any third party. The election
to hold or sell Royalties must be made in writing at a reasonable time to be set
by Management of KeyCom. All notices in connection with this Option to Sell must
be writing, duly delivered.

The Holder of this Transaction Certificate, whether fractional or whole, shall
have the right of first refusal to purchase common stock of the Issuer in the
quantity and under the terms and conditions herein stated, and no other. The
rights granted by this Stock Option are NOT transferable, save and except by
valid court order in the event of a division of property in the event of
divorce, devise, descent or succession. In the event of the death of the Legal
Holder Hereof, this Option shall be exercisable within 12 months of the date of
death. This Stock Option is not saleable, transferable or assignable, nor will
it be recognized by KeyCom, Inc. in the hands of parties other than the
purchaser of the Debt Certificate, except as is provided by this paragraph.

The rights granted by this Option to the designated party or entity do not
commence until and if the stock subject of this Option Agreement becomes subject
of a registration statement permitting its sale to the public without
restriction, and then on the Effective Date of such registration statement. If
the Holder hereof fails to exercise this Option on the occasion of the effective
date of such registration statement, the Option herein granted expires.

This Option grants to its named holder the right to purchase shares of the
common stock of KeyCom, Inc. (or other eligible security offered to the public
subject to this Option Agreement) at the price initially offered to the public
on the first day of sale to the public or the Effective Date of the first
Registration Statement, whichever is lower. The number of shares eligible to be
purchased by the recognized holder of this Option Agreement shall be determined
by the formula set forth in this Option Agreement, infra.

Rights granted by this Option Agreement are derived from the Residual Benefit of
the Debt Certificate described infra. The Residual Benefit part of each
$200,000.00 Debt Certificate provides for a payment of $0.10 per XTRAN
electronic money transaction system-wide to the legal holder of the Debt
Certificate. Residual benefits for Fractional Certificate Holders are reduced
proportionally. The number of shares subject of this Option shall, in the case
of Fractional Certificate Holders, shall be reduced proportionally. As an
example, and as an example only, a holder of a $100,000.00 Fractional Debt
Certificate shall be entitled to _ the number of Shares as the holder of a
$200,000.00 Debt Certificate. The number shares which the Legal Holder Hereof
may acquire pursuant to this Option Agreement shall equal that percentage of the

                                       4

<PAGE>


total stock part of the registration statement as the percentage of the last
quarter's residual income represents of the gross income of KeyCom, Inc. during
the last quarter before exercise of the option, before taxes. As an example, and
as an example only, if residual income totals $100.00 annually ($25.00 during
the last quarter, annualized) and the gross income of KeyCom, Inc. is $1,000
($250.00 last quarter, annualized) annually (before taxes), residual income
would be 10% of gross income. If 1,000 shares of KeyCom, Inc. stock is included
in the registration statement, then the Legal Holder Hereof would have the right
to purchase 100 shares (10% of the stock subject of the registration statement)
pursuant to this Option Agreement All percentages used in calculating the number
of shares eligible to be purchased pursuant to this Option Agreement shall be
based on "annualized" figures.

In order to fund exercise of the option herein granted, holder of the option
must assign to KeyCom, Inc. such residual rights as a granted to such holder by
the underlying Debt Certificate in a proportion, which represents the extant of
the exercise of the Option. As an example, and as an example ONLY, if the holder
of the option chooses to exercise his option for only 50% of shares to which he
would other be entitled, 50% of his residual would be assigned back to KeyCom,
Inc. If he exercises his option for 100% of the shares to which he would be
entitled under the terms of this Option agreement, he would then assign 100% of
his residual income back to KeyCom, Inc.

The grant of the rights contained in this Option Agreement shall NOT be
construed to be a promise, representation, statement or warranty that KeyCom,
Inc. will "go public" at any time in the future. Any representation to the
contrary by any person connected with KeyCom, Inc., or representing himself or
herself to be connected with or to KeyCom, Inc. in any way is NOT AUTHORIZED,
FALSE and without basis in truth and in fact. No determination has been made to
accomplish a public offering or not to accomplish a public offering. The
Company, its officers, agents or representatives have made no representation or
warranty other than those contained herein and in the Debt Certificate hereunder
described.

Holder may exercise his option by rights by send written notice to the Company
at its headquarters, attention Arland D. Dunn (or such other President or CEO as
may be serving at the time of the exercise of the option), certified mail,
return receipt requested, or by receipted express service, indicating clearly
the percentage of residual income which the holder is committing to stock
purchase. The appropriate number of shares shall be issued promptly by the
transfer agent and forwarded to the proper party exercising the option promptly.
The Company shall notify the Named Holder Hereof appropriately as to the matters
of preparing and filing a registration statement with the Securities and
Exchange Commission which may affect rights under this Option Agreement in
writing to the last known address of the debt holder.

In the event of a sale of KeyCom, the legal holders of Debt Transaction
Certificates may elect to retain the Royalties awarded to them by virtue of the
Debt Transaction Certificates, or to sell such royalties to KeyCom for a
percentage of the acquisition price being paid by the Buyer of KeyCom, at a
price which equals the percentage that the size of the Royalty payment made
during the last calendar quarter before the Sale bears to the pre-tax profits
earned by KeyCom for the same quarter. The resulting percentage shall be applied
to the purchase price of KeyCom as the selling price of the Royalties. As an
example, and as an example only, if the Royalty paid to its beneficiary is the

                                       5

<PAGE>


sum of $100.00 during the subject calendar quarter, KeyCom earned a pre-tax
profit of $900.00 for the same subject calendar quarter, and the selling price
for KeyCom is $100,000.00, the Royalty beneficiary will realize $10,000 for sale
of the Royalty (10% of the selling price of KeyCom). Option sellers will be paid
at closing of the sale of KeyCom, or as they elect in writing. The election to
hold or sell Royalties must be made in writing at a reasonable time to be set by
management of KeyCom. All notices in connection with this Option to Sell must be
in writing, duly delivered.

This Transaction Debt Certificate and Option Rights and Residual Rights have not
been registered under the under the Securities Act of 1933 (the "Act"), as
amended. It is sold in reliance on exemptions from the registration requirements
of the Act and the laws of certain states. This Transaction Debt Certificate has
not been approved or disapproved by the Securities and Exchange Commission, any
state securities commission, or other regulatory authority, or have any of the
foregoing authorities passed upon or endorsed the merits of this Transaction
Debt Certificate. Any representation to the contrary is UNLAWFUL.


                                            KEY COM, INC.



                                            By:  /s/  Arland D. Dunn
                                               --------------------------------
                                                      Arland D. Dunn, President


                                       6




<PAGE>



               Transaction Debt Certificate No. C-4C & C-5A of 10
                                   $225,000.00
                      In Lawful Money of the United States
                       With Contingent Stock Option Rights

                                    XTRAN(R)


Date: December 28, 2000
                                  KeyCom, Inc.
                          5707 Corsa Avenue, Suite 103
                       Westlake Village, California 91362


Promises to pay to Registered Holder:

                        Business Development Corporation
               A Colorado Corporation whose principal address is:
                          340 Sunset Drive, Suite 1203
                            Ft. Lauderdale, FL 33301
                             Employer ID# 84-1037374


The sum of Two Hundred Twenty-Five Thousand and NO/100 Dollars ($225,000.00) and
additional remainder royalties, payable to Holder as follows:

Whereas, KeyCom, Inc. a Delaware Corporation ("KeyCom") is the sole owner of
XTRAN, a funds transfer system ("XTRAN"); and

Whereas, the primary function of XTRAN at this time is to send and receive funds
from geographical point to point, to, from and within the US and to, from and
within other countries throughout the world; and

Whereas, the XTRAN system utilizes programmed point of sale terminals located
and to be located throughout the world that act as sending and payout points for
funds transfer transactions; and

Whereas, XTRAN charges scheduled fees for the provision of cash transfers and
payouts; and

Whereas, KeyCom, Inc. by virtue of its ownership of the XTRAN system promises to
pay the Holder the sum of $225,000.00 of Initial Royalties and Remainder
Royalties from revenues generated in the ordinary course of the business of
XTRAN; and

                                       1

<PAGE>


Whereas, Business Development Corporation (the "Holder") desires to purchase
Transaction Debt Certificate Number in the face amount of $225,000.00;

NOW, THEREFORE, KEYCOM AGREES AS FOLLOWS:

1. Initial Royalties Payable to Holder

     In consideration of $225,000.00 received by KeyCom from "Holder" KeyCom
     shall pay Initial Royalties to Holder in the amount of 1.1543% of the
     proceeds charged each customer for each transaction fee conducted on the
     XTRAN system (the "proceeds") or from any similar system operated by KeyCom
     or subsidiary operation now existing or formed by KeyCom in the future (the
     "Initial Royalties") The Initial Royalty proceeds shall be paid the Holder
     until Holder has been paid the sum of $225,000.00.

2. Payment of Initial Royalties to Holder

     KeyCom shall, execute and deliver an irrevocable division order to
     Financial National Electronic Transfer, Inc. ("FINET") (the "division
     order"). The division order shall attach and segregate the Initial Royalty
     proceeds transaction-by-transaction due Holder. Such division order shall
     include instructions to deposit the proceeds to a special account for the
     benefit of the Holder at the end of each business day. KeyCom shall provide
     Holder with a certified copy of such division order the terms of which
     shall be satisfactory to Holder within 10 days of the date hereof. Should
     KeyCom elect to utilize the services of another service provider similar to
     FINET or additional providers, KeyCom shall execute a similar division
     order with the successor of FINET or additional provider for the benefit of
     Holder. KeyCom shall pay the proceeds due Holder within 10 days of the end
     of each calendar month for the previous month's transactions of the XTRAN
     system together with an accounting of all transactions executed on the
     XTRAN system during the previous month. All expenses and cost of
     undertakings set forth in this Paragraph 2 shall be born by KeyCom.

3. Payment of Remainder Royalties

     Following the completion of the payment of Initial Royalty proceeds to
     Holder; KeyCom shall pay "Remainder Royalties" in perpetuity in the amount
     of .5771% of the proceeds charged each customer for each transaction fee
     executed on the XTRAN system or similar system operated by KeyCom. KeyCom
     shall, provide an irrevocable division order to FINET (the "remainder
     division order"). Such remainder division order shall attach and segregate
     the Remainder Royalties, transaction by transaction due Holder and deposit
     such proceeds to a special account for the benefit of the Holder at the end
     of each business day. KeyCom shall provide Holder with a certified copy of
     such remainder division order. Should KeyCom elect to utilize the services
     of another service provider similar to FINET or additional provider, KeyCom
     shall execute and deliver a similar remainder division order to the
     successor of FINET or additional provider for the benefit of Holder. KeyCom
     shall provide a certified copy of the remainder division order to Holder.

                                       2

<PAGE>


     KeyCom shall pay the proceeds due to the Holder within 10 days after the
     end of each calendar month the aggregate amount of Remainder Royalty
     proceeds due to Holder for the previous month's transactions of the XTRAN
     system together with an accounting of all transactions executed on the
     XTRAN system during the previous month. All expenses and cost of
     undertakings set forth in this Paragraph 3 shall be born by KeyCom.

     Perpetuity shall be defined as the duration of the existence of XTRAN,
     whether owned by KeyCom, merged with another entity, by business
     combination, sale of XTRAN or otherwise. In any event the Remainder
     Royalties due Holder shall survive any change of ownership of the XTRAN
     System.

4. Assignment and Security Agreement granted Holder by KeyCom

     In consideration of Holder's purchase of such Debt Certificate, KeyCom
     hereby grants Holder an assignment, lien and security interest in such
     funds due Holder (the "Secured Party") whether amounts shall be due from
     Initial Royalties or Remainder Royalties. KeyCom covenants and agrees that
     Secured Party's lien shall be a first priority lien with respect to the
     proceeds generated from transactions effectuated on the XTRAN system and in
     no respect shall such lien or security interest be no more or no less
     junior or subordinate to any other holder of similar debt certificates
     issued by KeyCom. KeyCom hereby agrees to execute such documents as may be
     reasonable to perfect Holder's lien and security interest, whether Initial
     Royalties or Remainder Royalties, within 5 days following the closing and
     from time to time as requested by Holder. In the event of default KeyCom
     agrees to pay attorney fees, costs of collection to the extent permitted by
     the laws of the state of Delaware.

5. Extent to which Holder is entitled to receive Royalties

     Whether Initial or Remainder Royalty proceeds due to the Holder of this
     Transaction Debt Certificate KeyCom agrees that such amounts shall be
     calculated and paid Holder on the basis of the first 10,000 XTRAN terminals
     in operation and no more and no others unless such terminals are replaced
     by new terminals or such terminals terminated by KeyCom. Notwithstanding
     the foregoing sentence, the 10,000 terminals from which Holder shall be
     paid Initial or Residual Royalties shall be terminals that produce no less
     than the average revenue produced per terminal owned or controlled by Key
     Com.

6. Right But No Obligation to Sell Royalty Interests in Transaction Debt
   Certificate

     In the event of a sale or merger of KeyCom, XTRAN or both, the Holder shall
     retain all of the rights afforded Holder in the Initial or Remainder
     Royalties owned pursuant to this Transaction Debt Certificate.
     Alternatively, Holder may tag along or sell such Royalty Interest in
     Holder's Transaction Debt Certificate for a percentage of the acquisition
     price paid by a theoretical Buyer of KeyCom, at a price which equals the
     pro rata percentage of the EBITDASG&A of KeyCom during the last calendar
     quarter. Notwithstanding such right to tag along with the stockholders of
     KeyCom, the Holder shall have no obligation to sell or otherwise dispose of
     the Transaction Debt Certificate, the Initiation or Remainder Royalty
     interest owned by Holder.

                                       3

<PAGE>


The resulting percentage shall be applied to the purchase price of KeyCom as the
selling price of the Royalties. As an example, and as an example only, if the
Royalty paid to its beneficiary the sum of $100.00 during the subject calendar
quarter, KeyCom earned a pre-tax profit of $900.00 for the same subject calendar
quarter, and the selling price for KeyCom is $100,000.00, the Royalty
beneficiary will realize $10,000.00 for sale of the Royalty (10% of the selling
price of KeyCom). Option sellers will be paid at closing for the sale of KeyCom,
or as they elect in writing. Alternatively, the Holder has no obligation to
accept the terms of any sale proposed by KeyCom or any third party. The election
to hold or sell Royalties must be made in writing at a reasonable time to be set
by Management of KeyCom. All notices in connection with this Option to Sell must
be writing, duly delivered.

The Holder of this Transaction Certificate, whether fractional or whole, shall
have the right of first refusal to purchase common stock of the Issuer in the
quantity and under the terms and conditions herein stated, and no other. The
rights granted by this Stock Option are NOT transferable, save and except by
valid court order in the event of a division of property in the event of
divorce, devise, descent or succession. In the event of the death of the Legal
Holder Hereof, this Option shall be exercisable within 12 months of the date of
death. This Stock Option is not saleable, transferable or assignable, nor will
it be recognized by KeyCom, Inc. in the hands of parties other than the
purchaser of the Debt Certificate, except as is provided by this paragraph.

The rights granted by this Option to the designated party or entity do not
commence until and if the stock subject of this Option Agreement becomes subject
of a registration statement permitting its sale to the public without
restriction, and then on the Effective Date of such registration statement. If
the Holder hereof fails to exercise this Option on the occasion of the effective
date of such registration statement, the Option herein granted expires.

This Option grants to its named holder the right to purchase shares of the
common stock of KeyCom, Inc. (or other eligible security offered to the public
subject to this Option Agreement) at the price initially offered to the public
on the first day of sale to the public or the Effective Date of the first
Registration Statement, whichever is lower. The number of shares eligible to be
purchased by the recognized holder of this Option Agreement shall be determined
by the formula set forth in this Option Agreement, infra.

Rights granted by this Option Agreement are derived from the Residual Benefit of
the Debt Certificate described infra. The Residual Benefit part of each
$200,000.00 Debt Certificate provides for a payment of $0.10 per XTRAN
electronic money transaction system-wide to the legal holder of the Debt
Certificate. Residual benefits for Fractional Certificate Holders are reduced
proportionally. The number of shares subject of this Option shall, in the case
of Fractional Certificate Holders, shall be reduced proportionally. As an
example, and as an example only, a holder of a $100,000.00 Fractional Debt
Certificate shall be entitled to _ the number of Shares as the holder of a
$200,000.00 Debt Certificate. The number shares which the Legal Holder Hereof
may acquire pursuant to this Option Agreement shall equal that percentage of the

                                       4

<PAGE>


total stock part of the registration statement as the percentage of the last
quarter's residual income represents of the gross income of KeyCom, Inc. during
the last quarter before exercise of the option, before taxes. As an example, and
as an example only, if residual income totals $100.00 annually ($25.00 during
the last quarter, annualized) and the gross income of KeyCom, Inc. is $1,000
($250.00 last quarter, annualized) annually (before taxes), residual income
would be 10% of gross income. If 1,000 shares of KeyCom, Inc. stock is included
in the registration statement, then the Legal Holder Hereof would have the right
to purchase 100 shares (10% of the stock subject of the registration statement)
pursuant to this Option Agreement All percentages used in calculating the number
of shares eligible to be purchased pursuant to this Option Agreement shall be
based on "annualized" figures.

In order to fund exercise of the option herein granted, holder of the option
must assign to KeyCom, Inc. such residual rights as a granted to such holder by
the underlying Debt Certificate in a proportion, which represents the extant of
the exercise of the Option. As an example, and as an example ONLY, if the holder
of the option chooses to exercise his option for only 50% of shares to which he
would other be entitled, 50% of his residual would be assigned back to KeyCom,
Inc. If he exercises his option for 100% of the shares to which he would be
entitled under the terms of this Option agreement, he would then assign 100% of
his residual income back to KeyCom, Inc.

The grant of the rights contained in this Option Agreement shall NOT be
construed to be a promise, representation, statement or warranty that KeyCom,
Inc. will "go public" at any time in the future. Any representation to the
contrary by any person connected with KeyCom, Inc., or representing himself or
herself to be connected with or to KeyCom, Inc. in any way is NOT AUTHORIZED,
FALSE and without basis in truth and in fact. No determination has been made to
accomplish a public offering or not to accomplish a public offering. The
Company, its officers, agents or representatives have made no representation or
warranty other than those contained herein and in the Debt Certificate hereunder
described.

Holder may exercise his option by rights by send written notice to the Company
at its headquarters, attention Arland D. Dunn (or such other President or CEO as
may be serving at the time of the exercise of the option), certified mail,
return receipt requested, or by receipted express service, indicating clearly
the percentage of residual income which the holder is committing to stock
purchase. The appropriate number of shares shall be issued promptly by the
transfer agent and forwarded to the proper party exercising the option promptly.
The Company shall notify the Named Holder Hereof appropriately as to the matters
of preparing and filing a registration statement with the Securities and
Exchange Commission which may affect rights under this Option Agreement in
writing to the last known address of the debt holder.

In the event of a sale of KeyCom, the legal holders of Debt Transaction
Certificates may elect to retain the Royalties awarded to them by virtue of the
Debt Transaction Certificates, or to sell such royalties to KeyCom for a
percentage of the acquisition price being paid by the Buyer of KeyCom, at a
price which equals the percentage that the size of the Royalty payment made
during the last calendar quarter before the Sale bears to the pre-tax profits
earned by KeyCom for the same quarter. The resulting percentage shall be applied
to the purchase price of KeyCom as the selling price of the Royalties. As an
example, and as an example only, if the Royalty paid to its beneficiary is the

                                       5

<PAGE>


sum of $100.00 during the subject calendar quarter, KeyCom earned a pre-tax
profit of $900.00 for the same subject calendar quarter, and the selling price
for KeyCom is $100,000.00, the Royalty beneficiary will realize $10,000 for sale
of the Royalty (10% of the selling price of KeyCom). Option sellers will be paid
at closing of the sale of KeyCom, or as they elect in writing. The election to
hold or sell Royalties must be made in writing at a reasonable time to be set by
management of KeyCom. All notices in connection with this Option to Sell must be
in writing, duly delivered.

This Transaction Debt Certificate and Option Rights and Residual Rights have not
been registered under the under the Securities Act of 1933 (the "Act"), as
amended. It is sold in reliance on exemptions from the registration requirements
of the Act and the laws of certain states. This Transaction Debt Certificate has
not been approved or disapproved by the Securities and Exchange Commission, any
state securities commission, or other regulatory authority, or have any of the
foregoing authorities passed upon or endorsed the merits of this Transaction
Debt Certificate. Any representation to the contrary is UNLAWFUL.


                                            KEY COM, INC.



                                            By:  /s/  Arland D. Dunn
                                               --------------------------------
                                                      Arland D. Dunn, President


                                       6

<PAGE>



                   Transaction Debt Certificate No. C-4A of 10
                                   $62,500.00
                      In Lawful Money of the United States
                       With Contingent Stock Option Rights

                                    XTRAN(R)


Date: December 28, 2000
                                  KeyCom, Inc.
                          5707 Corsa Avenue, Suite 103
                       Westlake Village, California 91362


Promises to pay to Registered Holder:

                                   Earnco MPP
                       26 West Dry Creek Circle, Suite 600
                               Littleton, CO 80120
               FICA or Social Security No._______________________

The sum of Sixty-Two Thousand Five Hundred and NO/100 Dollars ($62,500.00) and
additional remainder royalties, payable to Holder as follows:

Whereas, KeyCom, Inc. a Delaware Corporation ("KeyCom") is the sole owner of
XTRAN, a funds transfer system ("XTRAN"); and

Whereas, the primary function of XTRAN at this time is to send and receive funds
from geographical point to point, to, from and within the US and to, from and
within other countries throughout the world; and

Whereas, the XTRAN system utilizes programmed point of sale terminals located
and to be located throughout the world that act as sending and payout points for
funds transfer transactions; and

Whereas, XTRAN charges scheduled fees for the provision of cash transfers and
payouts; and

Whereas, KeyCom, Inc. by virtue of its ownership of the XTRAN system promises to
pay the Holder the sum of $62,500.00 of Initial Royalties and Remainder
Royalties from revenues generated in the ordinary course of the business of
XTRAN; and

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Whereas, Earnco MPP (the "Holder") desires to purchase Transaction Debt
Certificate Number in the face amount of $62,500.00;

NOW, THEREFORE, KEYCOM AGREES AS FOLLOWS:

1. Initial Royalties Payable to Holder

     In consideration of $62,500.00 received by KeyCom from "Holder" KeyCom
     shall pay Initial Royalties to Holder in the amount of 0.3206% of the
     proceeds charged each customer for each transaction fee conducted on the
     XTRAN system (the "proceeds") or from any similar system operated by KeyCom
     or subsidiary operation now existing or formed by KeyCom in the future (the
     "Initial Royalties") The Initial Royalty proceeds shall be paid the Holder
     until Holder has been paid the sum of $62,500.00.

2. Payment of Initial Royalties to Holder

     KeyCom shall, execute and deliver an irrevocable division order to
     Financial National Electronic Transfer, Inc. ("FINET") (the "division
     order"). The division order shall attach and segregate the Initial Royalty
     proceeds transaction-by-transaction due Holder. Such division order shall
     include instructions to deposit the proceeds to a special account for the
     benefit of the Holder at the end of each business day. KeyCom shall provide
     Holder with a certified copy of such division order the terms of which
     shall be satisfactory to Holder within 10 days of the date hereof. Should
     KeyCom elect to utilize the services of another service provider similar to
     FINET or additional providers, KeyCom shall execute a similar division
     order with the successor of FINET or additional provider for the benefit of
     Holder. KeyCom shall pay the proceeds due Holder within 10 days of the end
     of each calendar month for the previous month's transactions of the XTRAN
     system together with an accounting of all transactions executed on the
     XTRAN system during the previous month. All expenses and cost of
     undertakings set forth in this Paragraph 2 shall be born by KeyCom.

3. Payment of Remainder Royalties

     Following the completion of the payment of Initial Royalty proceeds to
     Holder; KeyCom shall pay "Remainder Royalties" in perpetuity in the amount
     of 0.1603% of the proceeds charged each customer for each transaction fee
     executed on the XTRAN system or similar system operated by KeyCom. KeyCom
     shall, provide an irrevocable division order to FINET (the "remainder
     division order"). Such remainder division order shall attach and segregate
     the Remainder Royalties, transaction by transaction due Holder and deposit
     such proceeds to a special account for the benefit of the Holder at the end
     of each business day. KeyCom shall provide Holder with a certified copy of
     such remainder division order. Should KeyCom elect to utilize the services
     of another service provider similar to FINET or additional provider, KeyCom
     shall execute and deliver a similar remainder division order to the
     successor of FINET or additional provider for the benefit of Holder. KeyCom
     shall provide a certified copy of the remainder division order to Holder.
     KeyCom shall pay the proceeds due to the Holder within 10 days after the

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     end of each calendar month the aggregate amount of Remainder Royalty
     proceeds due to Holder for the previous month's transactions of the XTRAN
     system together with an accounting of all transactions executed on the
     XTRAN system during the previous month. All expenses and cost of
     undertakings set forth in this Paragraph 3 shall be born by KeyCom.

     Perpetuity shall be defined as the duration of the existence of XTRAN,
     whether owned by KeyCom, merged with another entity, by business
     combination, sale of XTRAN or otherwise. In any event the Remainder
     Royalties due Holder shall survive any change of ownership of the XTRAN
     System.

4. Assignment and Security Agreement granted Holder by KeyCom

     In consideration of Holder's purchase of such Debt Certificate, KeyCom
     hereby grants Holder an assignment, lien and security interest in such
     funds due Holder (the "Secured Party") whether amounts shall be due from
     Initial Royalties or Remainder Royalties. KeyCom covenants and agrees that
     Secured Party's lien shall be a first priority lien with respect to the
     proceeds generated from transactions effectuated on the XTRAN system and in
     no respect shall such lien or security interest be no more or no less
     junior or subordinate to any other holder of similar debt certificates
     issued by KeyCom. KeyCom hereby agrees to execute such documents as may be
     reasonable to perfect Holder's lien and security interest, whether Initial
     Royalties or Remainder Royalties, within 5 days following the closing and
     from time to time as requested by Holder. In the event of default KeyCom
     agrees to pay attorney fees, costs of collection to the extent permitted by
     the laws of the state of Delaware.

5. Extent to which Holder is entitled to receive Royalties

     Whether Initial or Remainder Royalty proceeds due to the Holder of this
     Transaction Debt Certificate KeyCom agrees that such amounts shall be
     calculated and paid Holder on the basis of the first 10,000 XTRAN terminals
     in operation and no more and no others unless such terminals are replaced
     by new terminals or such terminals terminated by KeyCom. Notwithstanding
     the foregoing sentence, the 10,000 terminals from which Holder shall be
     paid Initial or Residual Royalties shall be terminals that produce no less
     than the average revenue produced per terminal owned or controlled by Key
     Com.

6. Right But No Obligation to Sell Royalty Interests in Transaction Debt
   Certificate

     In the event of a sale or merger of KeyCom, XTRAN or both, the Holder shall
     retain all of the rights afforded Holder in the Initial or Remainder
     Royalties owned pursuant to this Transaction Debt Certificate.
     Alternatively, Holder may tag along or sell such Royalty Interest in
     Holder's Transaction Debt Certificate for a percentage of the acquisition
     price paid by a theoretical Buyer of KeyCom, at a price which equals the
     pro rata percentage of the EBITDASG&A of KeyCom during the last calendar
     quarter. Notwithstanding such right to tag along with the stockholders of
     KeyCom, the Holder shall have no obligation to sell or otherwise dispose of
     the Transaction Debt Certificate, the Initiation or Remainder Royalty
     interest owned by Holder.

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The resulting percentage shall be applied to the purchase price of KeyCom as the
selling price of the Royalties. As an example, and as an example only, if the
Royalty paid to its beneficiary the sum of $100.00 during the subject calendar
quarter, KeyCom earned a pre-tax profit of $900.00 for the same subject calendar
quarter, and the selling price for KeyCom is $100,000.00, the Royalty
beneficiary will realize $10,000.00 for sale of the Royalty (10% of the selling
price of KeyCom). Option sellers will be paid at closing for the sale of KeyCom,
or as they elect in writing. Alternatively, the Holder has no obligation to
accept the terms of any sale proposed by KeyCom or any third party. The election
to hold or sell Royalties must be made in writing at a reasonable time to be set
by Management of KeyCom. All notices in connection with this Option to Sell must
be writing, duly delivered.

The Holder of this Transaction Certificate, whether fractional or whole, shall
have the right of first refusal to purchase common stock of the Issuer in the
quantity and under the terms and conditions herein stated, and no other. The
rights granted by this Stock Option are NOT transferable, save and except by
valid court order in the event of a division of property in the event of
divorce, devise, descent or succession. In the event of the death of the Legal
Holder Hereof, this Option shall be exercisable within 12 months of the date of
death. This Stock Option is not saleable, transferable or assignable, nor will
it be recognized by KeyCom, Inc. in the hands of parties other than the
purchaser of the Debt Certificate, except as is provided by this paragraph.

The rights granted by this Option to the designated party or entity do not
commence until and if the stock subject of this Option Agreement becomes subject
of a registration statement permitting its sale to the public without
restriction, and then on the Effective Date of such registration statement. If
the Holder hereof fails to exercise this Option on the occasion of the effective
date of such registration statement, the Option herein granted expires.

This Option grants to its named holder the right to purchase shares of the
common stock of KeyCom, Inc. (or other eligible security offered to the public
subject to this Option Agreement) at the price initially offered to the public
on the first day of sale to the public or the Effective Date of the first
Registration Statement, whichever is lower. The number of shares eligible to be
purchased by the recognized holder of this Option Agreement shall be determined
by the formula set forth in this Option Agreement, infra.

Rights granted by this Option Agreement are derived from the Residual Benefit of
the Debt Certificate described infra. The Residual Benefit part of each
$200,000.00 Debt Certificate provides for a payment of $0.10 per XTRAN
electronic money transaction system-wide to the legal holder of the Debt
Certificate. Residual benefits for Fractional Certificate Holders are reduced
proportionally. The number of shares subject of this Option shall, in the case
of Fractional Certificate Holders, shall be reduced proportionally. As an
example, and as an example only, a holder of a $100,000.00 Fractional Debt
Certificate shall be entitled to _ the number of Shares as the holder of a
$200,000.00 Debt Certificate. The number shares which the Legal Holder Hereof
may acquire pursuant to this Option Agreement shall equal that percentage of the

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total stock part of the registration statement as the percentage of the last
quarter's residual income represents of the gross income of KeyCom, Inc. during
the last quarter before exercise of the option, before taxes. As an example, and
as an example only, if residual income totals $100.00 annually ($25.00 during
the last quarter, annualized) and the gross income of KeyCom, Inc. is $1,000
($250.00 last quarter, annualized) annually (before taxes), residual income
would be 10% of gross income. If 1,000 shares of KeyCom, Inc. stock is included
in the registration statement, then the Legal Holder Hereof would have the right
to purchase 100 shares (10% of the stock subject of the registration statement)
pursuant to this Option Agreement All percentages used in calculating the number
of shares eligible to be purchased pursuant to this Option Agreement shall be
based on "annualized" figures.

In order to fund exercise of the option herein granted, holder of the option
must assign to KeyCom, Inc. such residual rights as a granted to such holder by
the underlying Debt Certificate in a proportion, which represents the extant of
the exercise of the Option. As an example, and as an example ONLY, if the holder
of the option chooses to exercise his option for only 50% of shares to which he
would other be entitled, 50% of his residual would be assigned back to KeyCom,
Inc. If he exercises his option for 100% of the shares to which he would be
entitled under the terms of this Option agreement, he would then assign 100% of
his residual income back to KeyCom, Inc.

The grant of the rights contained in this Option Agreement shall NOT be
construed to be a promise, representation, statement or warranty that KeyCom,
Inc. will "go public" at any time in the future. Any representation to the
contrary by any person connected with KeyCom, Inc., or representing himself or
herself to be connected with or to KeyCom, Inc. in any way is NOT AUTHORIZED,
FALSE and without basis in truth and in fact. No determination has been made to
accomplish a public offering or not to accomplish a public offering. The
Company, its officers, agents or representatives have made no representation or
warranty other than those contained herein and in the Debt Certificate hereunder
described.

Holder may exercise his option by rights by send written notice to the Company
at its headquarters, attention Arland D. Dunn (or such other President or CEO as
may be serving at the time of the exercise of the option), certified mail,
return receipt requested, or by receipted express service, indicating clearly
the percentage of residual income which the holder is committing to stock
purchase. The appropriate number of shares shall be issued promptly by the
transfer agent and forwarded to the proper party exercising the option promptly.
The Company shall notify the Named Holder Hereof appropriately as to the matters
of preparing and filing a registration statement with the Securities and
Exchange Commission which may affect rights under this Option Agreement in
writing to the last known address of the debt holder.

In the event of a sale of KeyCom, the legal holders of Debt Transaction
Certificates may elect to retain the Royalties awarded to them by virtue of the
Debt Transaction Certificates, or to sell such royalties to KeyCom for a
percentage of the acquisition price being paid by the Buyer of KeyCom, at a
price which equals the percentage that the size of the Royalty payment made
during the last calendar quarter before the Sale bears to the pre-tax profits
earned by KeyCom for the same quarter. The resulting percentage shall be applied
to the purchase price of KeyCom as the selling price of the Royalties. As an
example, and as an example only, if the Royalty paid to its beneficiary is the

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sum of $100.00 during the subject calendar quarter, KeyCom earned a pre-tax
profit of $900.00 for the same subject calendar quarter, and the selling price
for KeyCom is $100,000.00, the Royalty beneficiary will realize $10,000 for sale
of the Royalty (10% of the selling price of KeyCom). Option sellers will be paid
at closing of the sale of KeyCom, or as they elect in writing. The election to
hold or sell Royalties must be made in writing at a reasonable time to be set by
management of KeyCom. All notices in connection with this Option to Sell must be
in writing, duly delivered.

This Transaction Debt Certificate and Option Rights and Residual Rights have not
been registered under the under the Securities Act of 1933 (the "Act"), as
amended. It is sold in reliance on exemptions from the registration requirements
of the Act and the laws of certain states. This Transaction Debt Certificate has
not been approved or disapproved by the Securities and Exchange Commission, any
state securities commission, or other regulatory authority, or have any of the
foregoing authorities passed upon or endorsed the merits of this Transaction
Debt Certificate. Any representation to the contrary is UNLAWFUL.


                                            KEY COM, INC.



                                            By:  /s/  Arland D. Dunn
                                               --------------------------------
                                                      Arland D. Dunn, President


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