Exhibit 10.13



                              SOFTWARE DEVELOPMENT
                              AND LICENSE AGREEMENT

     This Software Development and License Agreement (the "Agreement") made and
entered into effective this 27th day of January, 2003 and between PocketSpec
Technologies Inc., a Colorado Corporation, hereafter referred to as
("PocketSpec"), Johann Nutter, dba Tyger POS ("Nutter"), whose address is 1212
South Bross Lane, Longmont, Colorado 80501 and Advanced Restaurant Technologies,
LLC ("ART") whose address is PO. Box 442, Firestone, Colorado 80520. ART and
Nutter shall , hereafter collectively be referred to as ("Software Provider").

                                    RECITALS

     WHEREAS, PocketSpec owns, produces and sells products known as the
ColorQATM, ColorCheckTm and BronzCheckTm, products (the "PocketSpec Products").
Technologies owned and used by PocketSpec are incorporated in all of these
products.

     WHEREAS, PocketSpec desires to further exploit the Salon Industry, which
for purposes of this Agreement shall be defined as any business that provides
beauty enhancing services, whether separately established and/or in any
combination of the others. The Salon Industry does not extend to retail only
businesses (i.e. businesses that do not provide services.) The software
development is specific to the BronzCheckTm, however, the software being
developed may be exploited and used for all of the three PocketSpec Products,

     WHEREAS, Software Provider has multiple existing software code routines,
and layouts used in the restaurant and other industries, and the existing
systems are compatible to integration into the systems PocketSpec requires to be
developed.

     WHEREAS, Software Provider has agreed to produce a software system, as more
fully described herein, to be used by PocketSpec in the Salon Industry with the
PocketSpec Products which shall include integration of peripherals as required
by PocketSpec, hereafter referred to as (the "Software System").

     WHEREAS, PocketSpec believes it can more effectively deliver the Software
System by contracting with Software Provider and the Software Provider agrees
that they are well suited to deliver the Software System required by PocketSpec.

     WHEREAS, the parties have decided to set down in writing the mutual
understandings in this Agreement.


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                                    AGREEMENT

     NOW, THEREFORE, for the mutual covenants and agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

1.   PocketSpec and Software Provider agree that the work to be performed by
     Software Provider and final work product (the Software System) is referred
     to as (the "Engagement") is detailed completely in the attached Exhibit
     "A", but briefly described as the following phased work, which shall be
     completed by June 1, 2003, or as near to that date as possible

     Phase One - Initial layout of screens, design, buttons and overall design
     including identification of software and hardware that will be required to
     complete the Software System. The software and hardware to be provided by
     PocketSpec are detailed in the attached Exhibit "A".



     Phase Two - Implementation of a workable module that incorporates the
     following: a) USB readings (up to 10) of the TanTone numbers displayed and
     averaged (throw out 5% variances) for inclusion into a Graphic display; b)
     Account set up screen that reflects the approximate information in the demo
     of Sun Touch; c) Series; of tanning beds listed with appropriate
     recommended tanning exposure times for each customer (based on mathematics
     provided by PocketSpec), d) input screen to place bed measurements and date
     of measurement which information will be used in the mathematics; e)
     Alternate to USB will be to manually place TanTone numbers into a schedule,
     with up to 10 measurements; f) conversion of data process to take data from
     Sun Touch to install into the Software System; g) scheduling module
     (acquired for money by PocketSpec to save time). Note: The a) through g)
     items are to be included in point of sale system, and also as a plug in
     module to Sun Touch and Helios (PocketSpec will provide systems).

     Phase Three - Integration of Intuit, Quick Books Pro, links to bed timing
     system (T-Max); and creation of remote sensor UV exposure level automated
     with components installed in beds for testing (expense of PocketSpec);
     links to thumb print reader (working), bar code reader (working), cash
     drawer (working), credit card system, final graphics installed and system
     deployed for beta testing in Toronto; conversion of data tools provided
     that converts data from Sun Touch and Helios systems (both Access), plus
     the prior system of Helios for period prior to Access (all of which will be
     provided by PocketSpec.


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     Phase Four - Internet system incorporating on-line scheduling; emails;
     individual salon web site; apache server system(s) installed at Reseller
     facilities or otherwise arranged and manual reviewed approved as well as
     on-line demonstrations;

     Software Provider and PocketSpec shall agree, in advance, on additional
     compensation payable to Software Provider in the event any additional
     objectives develop during the completion of the objectives outlined in
     Exhibit A. Furthermore, such additional objectives shall not delay or
     affect the timing of payments outlined herein for the original objectives
     outlined in Exhibit A.

     Software Provider makes no representation that the Software Systems has any
     health benefits. PocketSpec shall indemnify and hold Software Provider
     harmless from any and all claims relating to the use of the Software
     System.

     Bug fixes that pertain to the original task list shall be free for the
     first 50 units of the Software System. Any changes beyond that time period
     will be billed at an agreed upon rate.

2.   Term of Engagement: The terms of this Agreement relating to development of
     software shall expire sixty (60) days after project completion as defined
     in Exhibit A, or on June 1, 2003, whichever is the later date. Those terms
     relating to the license of the Software System shall continue as outlined
     in the license provisions herein.

3.   PocketSpec's obligations. PocketSpec to supply Software Provider with
     development and test equipment. Software Developer will need certain
     devices and software to complete the Engagement. Such equipment and
     software may include, but is not limited to: Intuit - Quick Books Pro
     Developer software, a PocketSpec Device, a PocketSpec Device with USB
     interface, a TMax device, Credit Card Integration software, Scheduling
     Graphical Interface Software, 2003 MSDN Software, Encryption software, and
     a copy of the data tables with data for each product conversion. PocketSpec
     shall provide Software Provider with all of the above mentioned equipment.
     The above mentioned software shall be provided in a timely manner and at
     PocketSpec's expense, but not to exceed $6,000 (six thousand dollars).
     PocketSpec shall be credited for the amount expended for tools that the
     Software Provider may keep, against the last payment of to the final
     reimbursed for the development software from the payment of the $75,000
     referred to in section 5.1.1

4.   Ownership Upon full and complete payment of the $50,000 initial payment and
     subject to the terms and conditions contained herein, Software Provider
     hereby grants PocketSpec full and complete ownership of the Software
     System,


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     including source code and ownership versions of any developer software that
     is resold as "run-time" licenses. As owner of the Software System,
     PocketSpec may resell, exhibit, exploit, market, edit, sell, and to
     distribute the Software System in any way PocketSpec deems appropriate,
     provided however, the Software Provider has a copy of all or part of the
     source code and other component parts. The Software Provider is free to
     reuse the said source code, except in the following business areas: Hair
     salons, barber shops, beauty shops, dental offices that utilize cosmetic
     dentistry, hotels for which spa, salon or health facilities or services are
     offered at additional cost, spas, health clubs, clinics and medical
     facilities that offer rejuvenation services, tanning salons , drug rehab
     facilities, and any other businesses which charge for personal health or
     beauty services.

     4.1. For the purposes of this contract, the Martial Arts studio market is
          assigned to the Developer.

     4.2. All copies of the Software System shall contain an appropriate
          copyright notice that states the name of the developer.

5.   Payment for the Engagement by PocketSpec to Software Developer as follows:

     5.1. Total price for the Engagement is agreed to be $200,000, which price
          is allocated as follows:

          5.1.1. $50,000 of the price paid for development work, as follows:
               $20,000 paid at inception of this Agreement, which payment is
               being paid by issue of S-8 Stock and Software Developer accepts
               this payment, and PocketSpec guarantees that,'/ of the stock will
               be sold for at least $10,000 cash within 15 days frorn the date
               hereof; and the remaining 1/2 sold for at least $10,000 within 25
               days from the date hereof, if the stock is sold at a deficit,
               PocketSpec and/or Mr. Krupka shall immediately pay Software
               Provider the deficit in cash, and 1/2 of any surplus credited
               shall be applied to the next installments due. Processing or
               brokerage fees in excess of 1.5% of the stock value shall be
               considered an additional deficit reimbursable by PocketSpec to
               Software Provider;

                    $10,000 on completion of Phase Two;

                    $10,000 on completion of Phase Three,

                    $10,000 on completion of Phase Four.

               PocketSpec, at its option may issue S-8 free trading stock for
               any of the Phase Two through Phase Four payments based on the
               guaranty on the part of PocketSpec and/or Mr. Krupka


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               that any shortfall will be made up in cash and the assurance on
               the part of Software Developer that 1/z of any surplus realized
               from the sale of the stock is credited to the next payment(s) or
               installments to be paid under this Agreement.

     5.2. $75,000 For the software technology previously developed by Software
          Provider, PocketSpec shall pay to Software Provider a guaranteed
          $75,000, without waiver or exception. This second payment of $75,000
          shall be paid in full no later than one year from the date of this
          Agreement. Each PocketSpec Product and each piece of hardware that
          contains any portion of the Software System shall be considered one
          module or one copy of the point of sale software and a royalty of
          $1000 for each ten such items shall be due and payable to Software
          Provider within 10 days of the end of each month's business,
          regardless if PocketSpec charges its client for each such module or
          copy. As to this $75,000 payment, and to the extent that Software
          Provider is eligible to do so, the Software Provider, may exchange, at
          its sole and absolute option, one-half of the 1St $50,000 or $25,000
          for 312,500 (the value today at $0.08 per share) shares of common
          stock in PocketSpec, restricted under SEC Rule 144, and then one half
          of the next $25,000 or $12,500 for 156,250 shares of common stock in
          PocketSpec, restricted under SEC Rule 144.

     5.3. $75,000 Finally, as further royalty payments above and beyond the
          initial payment of $50,000 and once the guaranteed royalty payment of
          $75,000 has been met, and after 750 Units have been sold (not counting
          10 systems than are determined to be demonstration units), PocketSpec
          shall pay Software Provider an additional royalty, of $100 for every
          Unit sold by PocketSpec up to a total of $75,000 in royalties. The
          payment terms for the second royalty set shall be the same as set
          forth above for the first $75,000 royalty payments. All parties
          acknowledge that Payments to the Software Provider shall be made
          payable to Johann Nutter, dba Tyger POS. However, the parties further
          acknowledge that the monies paid shall be split by Johann Nutter as
          follows: 75% interest to Johann Nutter dba Tyger POS and 25% interest
          to Advanced Restaurant Technologies, LLC

     5.4. Right of Audit. Until $200,000.00 is paid to Software Provider as
          stated in Section 5 hereinabove, PocketSpec shall permit Software
          Provider, or representatives of Software Provider which are reasonably
          acceptable to PocketSpec, at Software Provider's expense, to
          periodically examine PocketSpec's books, ledgers, and records during
          regular business hours for the sole purpose of, and only to the extent
          necessary, to verify reports furnished to Software Provider pursuant
          to Section 5.2 and 5.3; provided that Software Provider delivers to
          PocketSpec a written notice of Software Provider's intention to
          conduct an inspection not less than ten (10) business days before the
          intended date of such inspection; and provided

                                        5
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          further that only one (1) such inspection may be conducted during any
          calendar six (6) month period. In the event that amounts due Software
          Provider are determined to have been underpaid by an amount greater
          than ten percent (10%) of the amount actually due, PocketSpec shall
          pay the cost of such examination. Any royalty payment not paid on or
          before the date corresponding to thirty (30) days after the end of the
          calendar quarter for which such royalties are due and payable
          hereunder shall accrue interest at a rate equal to one percent (1 %)
          per calendar month or, if less, the maximum rate permitted under
          applicable law. Notwithstanding the above, each report delivered by
          PocketSpec to Software Provider pursuant to Section 11., shall be
          deemed correct and accurate, and Software Provider shall have no right
          to inspection records relating thereto, or otherwise challenge the
          accuracy of either such report or the records relating thereto, after
          the third anniversary of the date of delivery of such report to
          Software Provider.

6.   Additional Provisions:


     6.1. Proprietary Information. The term "Proprietary Information" shall mean
          any and all confidential and/or proprietary knowledge, data or
          information of the PocketSpec or Software Provider. By way of
          illustration but not limitation, "Proprietary Information" includes
          (a) trade secrets, inventions, mask works, ideas, processes, formulas,
          source and object codes, data, programs, other works of authorship,
          know-how, improvements, discoveries, developments, designs and
          techniques (hereinafter collectively referred to as "Inventions"); (b)
          information regarding plans for research, development, new products,
          marketing, and selling, business plans, budgets and unpublished
          financial statements, licenses, prices and costs, suppliers and
          customers; and (c) information regarding the skills and compensation
          of other employees of either party. Notwithstanding the foregoing, it
          is understood that, at all such times, either party is free to use
          information which is generally known in the trade or industry, which
          is not gained as a result of a breach of this Agreement, and their own
          skill, knowledge, know-how and experience to whatever extent and in
          whichever _ _way w r r and the Software Provider desires. This
          provision shall expire three (3) years after the expiration of this
          Agreement


     6.2. CODE AND SYSTEMS. The Software System shall be delivered to
          PocketSpec, the owner of the Software System, after the $50,000.00 is
          paid pursua,,)t to 5.1.1, timely with all source code and original
          versions (registered to PocketSpec) of run-time licenses and with good
          documentation so manuals can be easily developed PocketSpec shall be
          responsible for maintaining the security of the Software System and
          the code thereto. PocketSpec shall not distribute the source code to
          any third party . PocketSpec may deliver the run-time version of the
          program to


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          PocketSpec customers who agree in writing to be bound to retention of
          the confidentiality of the system.

7.   No CONFLICTING OBLIGATION. Software Provider represents that their
     performance of all the terms of this Agreement does not and will not breach
     any agreement to keep in confidence information acquired by Software
     Provider in confidence or in trust prior to the Engagement by the
     PocketSpec.

8.   NO PARTNERSHIP OR EMPLOYER/EMPLOYEE RELATIONSHIP. Nothing in this
     Agreement, either express or implied may be interpreted to create a
     partnership or common interest between the PocketSpec and the Software
     Provider, but rather the relationship between the PocketSpec and the
     Software Provider is that of a contractor/software provider. In addition,
     nothing in this Agreement shall impute any sort of employer/employee
     arrangement between the PocketSpec and the Software Provider.


9.   PUBLICATION; Software Provider authorizes the publication of its
     association with PocketSpec and in turn, PocketSpec authorizes the
     publication of its association with Software Provider, subject to all
     Securities and Exchange Commission rules and regulations and those rules
     and regulations of any exchange on which PocketSpec's shares are traded.

10.  LEGAL AND EQUITABLE REMEDIES.

     10.1. Both parties agree that the provisions of this Agreement are
          reasonable and necessary protection for the immediate and substantial
          interests of the PocketSpec and Software Provider, and that any
          violation of these provisions would cause substantial and irreparable
          injury to PocketSpec or Software Provider. Because services of
          Software Provider are personal and unique and because Software
          Provider and PocketSpec may have access to and become acquainted with
          the Proprietary Information of each other, the parties shall have the
          right to enforce this Agreement and any of its provisions by
          injunction, specific performance or other equitable relief, without
          bond and without prejudice to any other rights and remedies that
          either party may have for a breach of this Agreement.


11.  NOTICES. Any notices required or permitted hereunder shall be given to the
     appropriate party at the address specified below or at such other address
     as the party shall specify in writing. Such notice shall be deemed given
     upon personal delivery to the appropriate address or if sent by Federal
     Express, certified mail, or facsimile two (2) days after the date of
     mailing.


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12.  GENERAL PROVISIONS.

          12.1.1. Governing Law; Consent to Personal Jurisdiction. This
               Agreement will be governed by and construed according to the laws
               of the State of Colorado. Both Parties hereby expressly consent
               to the personal jurisdiction of and venue in the state and
               federal courts located in the City and County of Denver,,
               Colorado, for any lawsuit filed arising from or related to this
               Agreement.

          12.1.2. Severability. In case any one or more of the provisions
               contained in this Agreement shall, for any reason, be held to be
               invalid, illegal or unenforceable in any respect, such
               invalidity, illegality or unenforceability shall not affect the
               other provisions of this Agreement, and this Agreement shall be
               construed as if such invalid, illegal or unenforceable provision
               had never been contained herein. If, moreover, any one or more of
               the provisions contained in this Agreement shall for any reason
               be held to be excessively broad as to duration, geographical
               scope, activity or subject, it shall be construed by limiting and
               reducing it, so as to be enforceable to the extent compatible
               with the applicable law.

          12.1.3. Successors and Assigns. This Agreement will be binding upon
               the successors, heirs, executors, administrators and other legal
               representatives or the respective parties herein.

          12.1.4. Survival. The provisions of this Agreement shall survive the
               termination of Engagement and the assignment of this Agreement by
               the PocketSpec to any successor in interest or other assignee.

          12.1.5. Waiver. No waiver by either party of any breach of this
               Agreement shall be a waiver of any preceding or succeeding
               breach. No waiver by any party of any right under this Agreement
               shall be construed as a waiver of any other right. Neither party
               shall be required to give notice to enforce strict adherence to
               all terms of this Agreement.

          12.1.6. Entire Agreement. This document, and the attached Exhibit A,
               contain the entire understanding between the parties. This
               Agreement is the final, complete and exclusive agreement of the
               parties with respect to the subject matter hereof and supersedes
               and merges all prior discussions between the parties. No
               modification of or amendment to this Agreement, nor any waiver of
               any rights under this Agreement, will be effective unless in
               writing and signed by the party to be charged.

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          12.1.7. Benefit of Counsel. Each party to this Agreement has had the
               benefit of legal counsel and representation prior to executing
               this Agreement.

          12.1.8. Facsimile binding. It is agreed that a facsimile signature on
               this Agreement shall be considered binding.

THE PARTIES HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.


Software Provider:

/s/ Johann Nutter
-----------------------------
Johann  Nutter  dba Ty r P S
Advanced  Restaurant  Technologies,  LLC


 POCKETSPEC:

POCKETSPEC TECHNOLOGIES INC.

F. Jeffrey Krupka
----------------------------
F. Jeffrey Krupka, President