Exhibit 10.1


                 MANUFACTURING, DISTRIBUTION & LICENSE AGREEMENT


This  Manufacturing,  Distribution  & License Agreement ("Agreement") is entered
into  as  of  January  __, 2001 (the "Effective Date"), by and between @POS.COM,
INC.,  a Delaware corporation ("@POS.com") and ID TECH, INC., a Utah corporation
("Licensee").

                                    RECITALS

      @pos.com  owns  and  has  the right to license @pos Technology relating to
@pos  Products,  including  Point  of  Sale  ("POS")  Terminals  and  associated
software,  and desires to obtain manufacturing and customer support services for
the  @pos  Products;  Licensee  desires  to offer such manufacturing services to
@pos.com and its licensing and sales partners and to obtain a license to market,
sell  and  distribute  the  @pos  Products; and the parties desire that @pos.com
license  to  Licensee  the  right  to  use  @pos  Technology  for  purposes  of
manufacturing,  marketing,  licensing  and  distribution  of  @pos  Products  as
specified  herein,  subject  to  the  terms and conditions herein. Therefore, in
consideration  of  the  foregoing  and  in  reliance  on  the  mutual agreements
contained  herein,  the  parties  agree  as  follows:

1    DEFINITIONS
1.1  "@POS  TECHNOLOGY."  The  POS Technology, Firmware Technology, SDK Software
     and  Technical  Information  as  defined  herein.
1.2  "DOCUMENTATION."  The  user  and  technical manuals and other documentation
     currently  available  with  the  POS  Terminals  or  SDK  Software.
1.3  "SDK SOFTWARE." The @pos software in binary instruction code form specified
     in  the attached Exhibit A as of the Effective Date, and as may be enhanced
     by  @pos.com.
1.4  "POS  TECHNOLOGY."  The  designs,  specifications  and  other  technology,
     including  without  limitation  software  in  object code form, utilized or
     incorporated in the POS Terminals specified in the attached Exhibit A as of
     the  Effective  Date,  and  as  may  be  enhanced  by  @pos.com.
1.5  "FIRMWARE  TECHNOLOGY." The designs, specifications, algorithms, mask works
     and  other technology utilized or incorporated in the @pos Firmware that is
     included in the POS Terminals specified in the attached Exhibit A as of the
     Effective  Date.
1.6  "@POS  PRODUCT(S)."  POS Terminal product(s) to be manufactured by Licensee
     for  @pos.com  and  third parties utilizing or incorporating POS Technology
     and/or  Firmware  Technology  licensed  by  this Agreement, as specifically
     described  in  Exhibit  A.
1.7  "TECHNICAL INFORMATION." Manufacturing information, know-how, trade secrets
     and other general technology that @pos.com owns or has the right to license
     as  of  the Effective Date that may be reasonably necessary for Licensee to
     manufacture,  support,  enhance  and  modify  @pos  Products  based on @pos
     Technology.
1.8  "@POS  IMPROVEMENTS".  All improvements, enhancements, updates, upgrades or
     other  modifications  to  the  @pos  Technology  or  @pos Products that are
     created,  developed,  invented  and/or  reduced  to practice by @pos.com or
     Licensee  during  the  term  of  this  Agreement.
1.9  "END-USER  LICENSE  TERMS."  Terms and conditions described in the attached
     Exhibit  B,  Sub-License Terms, to be incorporated into an End-User License
     Agreement  by  Licensee  for  use  in  the distribution of @pos Products to
     customers  for  their  internal  use  only  and  not  for  resale.
1.10 "PROPRIETARY  RIGHTS."  Any  and all rights in and with respect to patents,
     copyrights,  Confidential  Information,  know-how,  trade  secrets,  moral
     rights,  contract  or  licensing  rights,  confidential  and  proprietary
     information  protected  under  contract  or  otherwise under law, and other
     similar  rights  or  interests  in  intellectual  or  industrial  property.
1.11 "INDEMNIFY."  To  fully  defend  and  indemnify  the designated party to be
     indemnified,  its  officers,  directors,  employees,  agents  and  other
     representatives,  and  to  pay  any and all liabilities, losses and damages
     (including  reasonable awards of court costs and attorneys' fees) caused by
     the  indemnifying party (to the extent such liabilities, losses and damages
     are  caused  by  the  indemnifying party) resulting from the subject claim.
1.12 "CONFIDENTIAL  INFORMATION."  Information (i) relating to the architecture,
     design,  and  coding methodology embodied in a party's product (which as to
     @pos.com  shall  include but is not limited to the @pos Technology and @pos
     Products);  (ii) embodied herein regarding the terms and conditions of this
     Agreement;  and  (iii)  disclosed by one party to the other regarding past,
     present,  or future marketing and business plans, customer lists, and lists
     of  prospective  customers.
1.12.1    "Confidential  Information"  includes  all   tangible  materials  that
          contain the information described above, including without limitation,
          written  or  printed  documents  and  electronic  media. "Confidential
          Information"  does  not  include  (i)  information which is or becomes
          generally  known  or available through no act or failure to act by the
          receiving  party;  (ii)  is  already  known  by the receiving party as
          evidenced by its written records, (iii) is rightfully furnished to the
          receiving  party  by  a  third  party  without  restriction  on use or
          disclosure;  or (iv) is independently developed by the receiving party
          without  reference to the disclosing party's Confidential Information.
1.13 "TECHNICAL  SUPPORT  TERMS."  Those  terms  and conditions set forth in the
     attached  Exhibit C, Technical Support Terms, and by reference incorporated
     herein.
1.14 "UNITS"  shall  mean  each  of  the  products  in the @pos Product List, as
     described  in  the  attached  Exhibit  A.
1.15 "MAJOR  COMPONENT" shall mean any electronic or mechanical components other
     than  capacitors,  resistors,  screws,  wires,  etc.

2    LICENSE  &  RESTRICTIONS
2.1  GRANT  OF  LICENSE. Subject to the limitations and restrictions provided in
     this  Section  2  and  to the other terms and conditions of this Agreement,
     @pos.com  hereby  grants,  and  Licensee  hereby  accepts, a non-exclusive,
     limited,  worldwide  right  and  license:
2.1.1     USE LICENSE - to use the @pos Technology and only those of @pos.com's
          Proprietary Rights embodied therein which are necessary or appropriate
          for  purposes  of the reasonable exercise and enjoyment of the limited
          rights  granted  herein.
2.1.2     @POS  IMPROVEMENTS  LICENSE - to develop improvements, enhancements,
          updates,  upgrades or other modifications to the @pos Technology, only
          on  such  terms  as  are  set  forth  in  Section  3.2  herein.
2.1.3     MANUFACTURING  LICENSE  -  to reproduce, make and have made the @pos
          Products  incorporating  @pos  Technology into finished Units suitable
          for  marketing  and  distribution  in  accordance  with  the terms and
          conditions  hereof.
2.1.4     DISTRIBUTION LICENSE - to market, distribute and sublicense the @pos
          Technology  only  as a component of @pos Products, only in Object Code
          form,  and only to (i) End-Users through a single tier of distribution
          consisting  only  of  sales  personnel  with face-to-face contact with
          End-Users,  and/or  (ii)  to  End-Users  by Resellers through multiple
          channels  of  distribution.


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2.1.5     END-USER  SUBLICENSES - to grant sublicenses for the @pos Technology
          as  incorporated  in  @pos Products to End-Users only for internal use
          and  not  for  redistribution,  only in conformity with the Sublicense
          Terms  set forth in Exhibit B attached hereto, and only in the form of
          Licensee's  license  agreement  which permits the End-User to view and
          indicate consent to the license terms prior to using the @pos Product.
2.1.6     RESELLER  SUBLICENSES - to grant sublicenses for the @pos Technology
          to  Resellers  only  for  redistribution  of  @pos  Products,  only in
          conformity  with the Sublicense Terms, only in written form and signed
          by  the  Reseller.
2.1.7     SDK  SOFTWARE  LICENSES  -  to  use and copy the SDK Software and to
          distribute  one  (1)  copy  with  each  @pos  Product.
2.2  NON-EXCLUSIVE  LICENSE.  The  license  granted  herein  is  non-exclusive.
     @pos.com may license or distribute its @pos Technology both on a standalone
     basis  and  as  combined  with  other  products  without  restriction.
2.3  USE  &  DISTRIBUTION  LIMITATION.  Licensee  may  use  and  distribute @pos
     Technology solely as utilized by or incorporated in @pos Products. Licensee
     shall  not  distribute @pos Technology independently of such @pos Products.
2.4  SDK  SOFTWARE  LIMITATION.  Licensee may use and distribute SDK Software in
     object code form only, and solely in the form of license agreement attached
     hereto  as  Exhibit  B,  or  as  otherwise  agreed  by @pos.com in writing.
     Licensee shall not reverse engineer, decompile or disassemble SDK Software.
     Licensee  shall  not  distribute  SDK  Software  independently of such @pos
     Products.
2.5  RESTRICTION  ON  PROMOTIONAL  COPIES. Notwithstanding terms to the contrary
     contained  herein,  distribution  of promotional or demonstration copies of
     @pos  Products by Licensee without payment of fair market value in money is
     authorized,  but  only  in  quantities  which  are  reasonably  expected to
     stimulate  sales  of  @pos  Products  while  not  damaging  any interest of
     @pos.com.
2.6  TRADEMARK  RIGHTS.  Licensee  may market, promote, sell and distribute @pos
     Products  and  the  Documentation  under  Licensee's  or  its  customers'
     trademarks;  provided  that  Licensee  shall  include  @pos.com's copyright
     notice  on  all  copies  of  the  @pos  Products  and Documentation, unless
     otherwise  agreed  upon on a case-by-case basis for private label products.
     Licensee  shall  not  otherwise  use  such trademarks for any other purpose
     without  the  prior  written  approval  of  @pos.com.
2.7  EXPORT.  @pos Products, including associated technical data, are subject to
     U.S.  export control laws and may be subject to export or import regulation
     in  other  countries.  Licensee  agrees  to  comply  strictly with all such
     regulations  and acknowledges that it has the responsibility to obtain such
     licenses  to export, re-export or import @pos Products. If @pos.com obtains
     a U.S. Bureau of Export Administration export classification code number(s)
     for  the  SDK  Software,  @pos.com  shall  supply  the code(s) to Licensee.
     Licensee  shall, at its own expense, obtain and arrange for the maintenance
     in full force and effect of all governmental approvals, consents, licenses,
     authorizations, declarations, filings and registrations as may be necessary
     or  advisable  for  the  performance  of  the  terms and conditions of this
     Agreement,  including  without  limitation,  fair  trade  approvals.
2.8  RETAINED  RIGHTS.  Any  and  all  rights  that are not expressly granted to
     Licensee  in this Agreement are retained by @pos.com. Licensee acknowledges
     that  this  Agreement  does  not  license  or  grant  any  proprietary  or
     intellectual  property  rights  of  any  nature  of  @pos.com other than as
     expressly  provided  by  this  Agreement.

3    OWNERSHIP
3.1  @POS  TECHNOLOGY.  Except  for the limited rights granted to Licensee under
     this  Agreement,  @pos.com  owns  all  right, title and interest, including
     intellectual  property  rights,  in  the @pos Technology and @pos Products.
     Licensee acquires only a limited license for the @pos Technology under this
     Agreement  and  does not acquire any rights of ownership of any Proprietary
     Rights  embodied  therein.  All  right,  title  and  interest in and to the
     Proprietary  Rights  embodied  in  the  @pos  Technology shall at all times
     remain  the  property  of  @pos.com  or  its  licensors.
3.2  @POS  IMPROVEMENTS.  @pos.com shall have exclusive ownership and all right,
     title  and  interest  in  and  to  any and all @pos Improvements created by
     @pos.com.  Licensee  may  create or develop @pos Improvements only with the
     prior  written  consent of @pos.com. To the extent that Licensee may create
     or  develop  any  @pos Improvements associated with @pos Products, @pos.com
     and  Licensee  shall have joint ownership of such @pos Improvements, except
     for  @pos  Improvements  relating  to  manufacturing processes or component
     technology  which  shall  be solely owned by Licensee. Each party agrees to
     grant  to the other party a royalty-free license to use and incorporate any
     @pos  Improvements with @pos Products during the term of this Agreement. To
     the  extent  of  any @pos Improvements relating to mechanical or electrical
     designs  approved  by  @pos.com,  @pos.com  shall  grant  to  Licensee  a
     non-exclusive  license  to  use and incorporate such @pos Improvements with
     @pos  Products  during  the  term  of this Agreement. @pos.com shall have a
     right of first refusal to create any @pos Improvements which Licensee would
     like  to  be developed. Licensee retains all Proprietary Rights in any @pos
     Improvements owned solely by Licensee that may have use for other products.
3.3  CONFIDENTIAL  INFORMATION. Each party acknowledges that the other party may
     disclose  its  Confidential  Information to the other in the performance of
     this Agreement. Each party further acknowledges the other party's assertion
     that  the  other  party's  Confidential  Information  is  deemed to include
     valuable trade secrets and confidential business information proprietary to
     the  other  party  and/or  third parties. Accordingly, each party shall (i)
     keep  the  Confidential  Information  disclosed  by  the  other  party
     confidential; (ii) use and disclose such Confidential Information only with
     the receiving party's employees and contractors who have a need to know and
     only  for  the  purposes  of fulfilling this Agreement; (iii) disclose such
     Confidential Information to the receiving party's professional advisors for
     such  party's  internal  business,  and  (iv)  as  may  be required by law.
3.4  CONFIDENTIALITY  OF  @POS  TECHNOLOGY.  Specifically  regarding  the  @pos
     Technology,  Licensee  agrees  and  acknowledges  that  the @pos Technology
     embodies  valuable  trade  secrets  proprietary  to  @pos.com. Accordingly,
     Licensee  shall take all reasonable measures to protect the @pos Technology
     from  unauthorized  access,  disclosure,  and  use,  including  without
     limitation,  the  placement  of  any  proprietary rights notice on the @pos
     Products  that  is  mutually  agreed to by the parties. Licensee shall not:
3.4.1     Distribute,  transfer,  loan,  rent,  or  provide access to the @pos
          Technology,  except  as  provided  herein;  or
3.4.2     Except  as  permitted  in  Section  3.5  below, remove or modify any
          proprietary  rights  notice  on  or  in  the @pos Products without the
          express  written  permission  of  @pos.com.
3.4.3     Reverse engineer, disassemble or decompile the @pos Technology or SDK
          Software  for  any  purpose.
3.4.4     Market or distribute any products which are competitive with the @pos
          Products  and  @pos Technology, including without limitation any point
          of  sale  terminals  or  Web-enabled  devices  accepting  payments;
          components  such  as  MSR,  bar  code  and  smart card readers are not
          included.
3.5  INJUNCTIVE RELIEF. The parties hereby agree that any breach of this Section
     2  in  full regarding Proprietary Rights would constitute irreparable harm,
     and  that  the  aggrieved  party  shall be entitled to specific performance
     and/or injunctive relief in addition to other remedies at law or in equity.
3.6  PROPRIETARY  RIGHTS  NOTICES.  Except  as  may  be otherwise provided under
     Section  2.6  herein,  Licensee  agrees to reproduce @pos.com's Proprietary
     Rights  notices associated with the @pos Products as mutually agreed by the
     parties.  In  addition,  Licensee  shall  place  the  following proprietary
     notices  in  the  hard  copy or electronic user manual or help file for any
     @pos  Products  into which the @pos Technology is incorporated in the place
     where  Licensee  gives  credit  to  other  third  party  developers:
          "This  Product  includes  @pos.com(TM)  Technology. ID Tech, Inc. is a
          licensed user of the trademark "@pos.com", and that trademark is owned
          by  @pos.com,  Inc.  All  Rights  Reserved."

4    DUTIES  &  RESPONSIBILITIES  OF  @POS.COM
4.1  DUTIES  OF  @POS.COM.  @pos.com  shall  at  its  expense  unless  otherwise
     provided:  (a) Manufacture SDK Software units for shipment to Licensee; (b)
     Ship SDK Software units to Licensee as required under Section 5 hereof; (c)
     Provide  technical  support  only  to Licensee in accordance with the terms
     herein;  @pos.com  shall charge additional fees for technical support other
     than as provided herein at reasonable or market rates to be determined on a
     case-by-case  basis;  and  (d) Assign two individuals in customer relations
     and  technical  support  to  work  directly  with  Licensee.


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4.2  PURCHASE  ORDERS  &  FORECASTS.  Upon the Effective Date of this Agreement,
     @pos.com  shall  deliver  (a)  a  firm  Purchase Order to Licensee for @pos
     Products  required to be manufactured and shipped during the initial 90 day
     period  of  this  Agreement,  and  (b)  a  Forecast  for  the 90 day period
     immediately  following.  Licensee  shall  reject  or  request  in writing a
     modification  of  @pos Product quantities, delivery dates or shipment terms
     only  within  10 days of receipt of a Purchase Order or such Order shall be
     deemed  accepted and a binding contract shall result; @pos.com shall accept
     or  reject in writing any Licensee modifications to a Purchase Order within
     10  days  of  receipt  or such modifications shall be deemed accepted and a
     binding  contract  shall result. In the event that Licensee does not timely
     accept  @pos.com's  initial Purchase Order, @pos.com shall not be obligated
     to  comply with the requirements of the rolling Forecast for the initial 90
     day  period.  Thereafter  during the term of this Agreement, @pos.com shall
     provide monthly rolling Forecasts to Licensee due no later than the 28th of
     each  month,  with  fixed  terms  for  the  initial 90 day period after the
     Effective  Date  (no change), firm terms for the 91 to 120 day period after
     the  Effective Date (up or down 25%), and flexible terms for the 121 to 180
     day  period  after the Effective Date (up or down 100%). Each Forecast will
     encompass  orders  delivered directly by @pos.com and orders expected to be
     assigned  to  Licensee  through  @pos.com sales efforts. The first Forecast
     shall  be  due  to Licensee upon the Effective Date of this Agreement, with
     any  IBM  orders  in  the  first  forecast  to be guaranteed by @pos.com on
     mutually  agreed prices and terms. Upon full production, Licensee shall use
     all  best  efforts to generate orders in a quantity equal to that generated
     by  @pos.com  during  the term of this Agreement after start-up production,
     training  and  sales/marketing  program  is  defined.
4.3  DESIGN  &  TECHNICAL  SUPPORT.  @pos.com shall provide design and technical
     support  directly  to  Licensee  or  Licensee's  designee only as set forth
     herein.  During  the start-up phase of its operations under this Agreement,
     @pos.com  shall  provide  document  transfer services, training, production
     setup,  pilot  runs  and service and repairs training. Thereafter, @pos.com
     shall  provide  Level  III  technical  support  relating  to design of @pos
     Products  and @pos Technology engineering issues only and Licensee shall be
     solely  responsible  for  all  Level  I  and  Level  II  customer  support.
4.4  DEVELOPMENT.  @pos.com shall be responsible for all ongoing development and
     support of the SDK Software and Firmware Technology, including training and
     assistance  in  upgrades, modifications and changes to installed Units. The
     parties  anticipate that a separate Development Agreement may be negotiated
     in the future that will provide for Licensee's assumption of a greater role
     in  modification  and  support of the SDK software and Firmware Technology.
4.5  REGULATORY  REQUIREMENTS.  @pos.com shall provide training, information and
     sources   for   key   injection   in  production  and  specific  regulatory
     requirements  for  the  United  States market only. Licensee shall have all
     responsibilities  for  ascertaining  and  meeting  the  specific regulatory
     certification and payment processing requirements for all non-United States
     markets.  Primary  responsibility for related modifications to hardware and
     firmware/software  for the respective markets shall be that of @pos.com and
     Licensee,  respectively.
4.6  STANDARD  OF  PERFORMANCE. @pos.com shall use reasonable efforts to perform
     the  responsibilities  described  above.

5    DUTIES  &  RESPONSIBILITIES  OF  LICENSEE
5.1  DUTIES  OF  LICENSEE.  During the term of this Agreement, Licensee shall at
     its  expense:  (a) Manufacture finished Units of @pos Products utilizing or
     incorporating  the @pos Technology pursuant to @pos or third party Purchase
     Orders  that  have  been  accepted  by  Licensee,  specifying descriptions,
     quantity,  prices,  delivery  dates and locations; (b) Produce trade dress,
     End-User documentation to be defined and approved by Licensee and packaging
     as required for @pos Products; (c) Design and print product advertising and
     collateral  materials  for the @pos Products after approval by Licensee and
     marketing  plan;  (d)  Develop and implement positioning strategies for the
     @pos  Products;  (e)  Provide  suitable press releases and public relations
     efforts  for  the marketing and sale of @pos Products; (f) Promote, market,
     and  distribute  the  @pos  Products directly and/or through Resellers; (g)
     Comply  with all limitations and restrictions on marketing and distribution
     provided  in  Section  2.;  and  (h)  Assign  two  individuals  in business
     development  and  technical  issues  to  work  directly  with  @pos.com.
5.2  PRODUCT  WARRANTIES.  Licensee  shall be solely responsible for all product
     warranties, repairs and service for all Units of @pos Products manufactured
     pursuant  to  it  obligations  under  this Agreement. Furthermore, Licensee
     shall  offer  and provide continuing warranty and post-warranty repairs and
     service  for  all existing @pos.com customers of @pos Products disclosed by
     @pos.com on terms and conditions to be mutually agreed between the parties,
     including  without  limitation:  the  disclosure  by  @pos.com of the total
     number of currently installed Units, information concerning current service
     companies, maintenance costs (material, labor, handling charges, etc.), and
     MTBF  records  for  all  Major  Components  and  Units.
5.3  ENGINEERING  &  TECHNICAL SUPPORT. Licensee shall provide ongoing component
     engineering  support  for  the  designs  of  all @pos Products manufactured
     pursuant to the rights granted under this Agreement, for which @pos.com may
     assist  as  required on technical specifications and requirements. Licensee
     shall  also  provide  all  Level I customer support (common issues resolved
     with  minimal  customer  contact)  and  all  Level  II  customer  support
     (application  specific  issues  which  may involve Licensee specialists and
     several  customer  contacts  for  resolution)  for  all  @pos  Products
     manufactured  by  Licensee.
5.4  THIRD PARTY MANUFACTURING SERVICES. In consideration for the rights granted
     herein,  Licensee  agrees  that it shall provide manufacturing services for
     @pos  Products  for  any  other  @pos.com  licensees  of @pos Technology at
     mutually  agreed  upon  commercially  reasonable  rates. @pos.com agrees to
     waive  any Fees due on any @pos Products manufactured by Licensee for other
     licensees  of  @pos  Technology.  @pos.com  shall introduce Licensee to new
     @pos.com  licensing  partners  when  such  relationships  are  established.
5.5  STANDARD OF PERFORMANCE. Licensee shall use commercially reasonable efforts
     in accordance with generally accepted industry standards to manufacture the
     @pos  Products  and  to  perform  the  marketing,  distribution and support
     responsibilities  described  above.

6    FEES,  PAYMENTS,  ACCOUNTING  &  AUDIT
6.1  PRODUCT LICENSE FEES. In consideration of the rights granted by @pos.com to
     Licensee  herein,  Licensee shall pay to @pos.com License Fees as royalties
     for  each  Unit  of  @pos  Products  manufactured and sold pursuant to this
     Agreement  in accordance with Exhibit D of this Agreement. The License Fees
     are  competitive  with  fees  charged  by  @pos.com to other licensees that
     perform  the  same  services  as  ID  Tech  under  this  Agreement.
6.2  FIRMWARE  &  APPLICATION  LICENSE  FEES.  Licensee  shall  pay  to @pos.com
     Firmware  &  Application  License  Fees for each Unit of @pos Products sold
     pursuant  to this Agreement in accordance with Exhibit D of this Agreement.
6.3  SALES COMMISSION FEES. Licensee shall pay to @pos.com Sales Commission Fees
     for  all sales orders generated and assigned by @pos.com to and accepted by
     Licensee during the initial 180 day period after the Effective Date of this
     Agreement, and for a 180 day period for all new sales orders thereafter, in
     accordance  with  Exhibit  D  of  this  Agreement.
6.4  PAYMENT  TERMS.  Licensee  shall  make  all  payments of the Fees set forth
     herein  in  accordance  with  Exhibit  D  of  this  Agreement.
6.5  TAXES.  Licensee  shall  be  responsible  for  and pay all taxes imposed by
     applicable  laws  on  the  manufacturing,  marketing  and  sale of the @pos
     Products  and any other aspect of the performance of this Agreement, except
     those  based  on  the  income  of  @pos.com.  In the event that @pos.com is
     required  to or does pay such tax, Licensee shall reimburse the full amount
     of  such  payment  immediately  upon receipt of written notice thereof from
     Licensor.
6.6  BOOKS, RECORDS & AUDITS. For a period of one year following the shipment of
     the  subject  @pos  Products, Licensee shall maintain complete and accurate
     records  of  all  units  of  the  @pos Products manufactured and shipped by
     Licensee.  @pos.com  shall  have  the  right, upon reasonable prior written
     notice  no  more  than  once in any consecutive 12 month period, through an
     independent  public  accounting  firm  reasonably acceptable to Licensee to
     examine  the books, records and accounts of Licensee relating to Licensee's
     replication of the SDK Software and marketing of the @pos Products, for the
     purposes  of  verifying Licensee's compliance with the terms and conditions
     of  this  Agreement. All information regarding Licensee's business received
     in  any  such examination shall be held in confidence. The expenses of such
     audits  shall be borne by @pos.com unless the audit reveals an underpayment
     by  Licensee  of  greater  than  five (5%) percent, in which case the audit
     shall  be  at  the  reasonable  cost  of  Licensee.


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7    WARRANTIES
7.1  @POS.COM'S  LIMITED  WARRANTY. For a period of one (1) year commencing from
     the  date  of  shipment  of @pos Products to an End-User by Licensee or its
     Reseller,  @pos.com  warrants  that (i) the @pos Technology incorporated in
     the  @pos  Products  will  operate  substantially  in  conformance with all
     material  specifications,  and  (ii)  the  SDK  Software  will  perform
     substantially  in accordance with the Documentation and be free of material
     defects. For any failure of the @pos Technology or SDK Software to meet the
     foregoing  warranty,  @pos.com shall replace or correct the @pos Technology
     or  SDK  Software,  or  if  such  replacement or correction is not effected
     within  a  reasonable period of time after Licensee's notice of the failure
     (which  shall  in  any  event  be  no  later  than 30 days after Licensee's
     notification to @pos.com of the failure), @pos.com shall refund to Licensee
     the  fees  paid  to  @pos.com  for  the  affected  @pos  Products.
7.2  DISCLAIMER.  OTHER  THAN  THE  WARRANTIES  EXPRESSLY  SET  FORTH  IN  THIS
     AGREEMENT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, @POS.COM DISCLAIMS
     ALL  WARRANTIES,  EXPRESS  AND  IMPLIED,  INCLUDING WITHOUT LIMITATION, ANY
     IMPLIED  WARRANTY  OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
     SPECIFICALLY,  @POS.COM  MAKES  NO REPRESENTATION OR WARRANTY THAT THE @POS
     TECHNOLOGY  IS  FIT  FOR ANY PARTICULAR PURPOSE. IF A JURISDICTION DOES NOT
     ALLOW  THE  EXCLUSION  OR  LIMITATION  OF  IMPLIED  WARRANTIES,  THE  ABOVE
     LIMITATION  MAY  NOT  APPLY.  LICENSEE  EXPRESSLY  ACKNOWLEDGES  THAT  NO
     REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  IN  THIS  AGREEMENT  OR THE
     DOCUMENTATION  HAVE  BEEN  MADE  RESPECTING  THE  GOODS  OR  SERVICES TO BE
     PROVIDED  HEREUNDER, AND THAT LICENSEE HAS NOT RELIED ON ANY REPRESENTATION
     NOT  EXPRESSLY  SET  OUT  HEREIN  OR  THEREIN.
7.3  LICENSEE'S  WARRANTY.  Licensee  shall represent and warrant that each @pos
     Product  manufactured  under  this Agreement shall be free from defects and
     workmanship  and  materials  for  a period of one (1) year from the date of
     shipment  of  @pos Products to End-Users by Licensee or Resellers. Licensee
     is  free to offer separate and additional warranty terms regarding the @pos
     Products  in  Licensee's name only, but Licensee shall not bind @pos.com to
     such  additional  terms.
7.4  RIGHTS  WARRANTIES:  @pos.com  warrants  that it has the authority to enter
     into  this Agreement and the right to grant the rights and licenses granted
     to  Licensee  herein  without  breach  of  obligation  to  any third party;
          No  part  of  the  @pos  Technology infringes any patents, copyrights,
          trademarks  or similar property rights, or any privacy, personality or
          moral  rights,  and  was not developed on the basis of misappropriated
          trade  secrets  of  third  parties; The SDK Software is designed to be
          used  prior  to,  during and after the calendar year 2000 AD, and will
          operate  during  each such period without error relating to date data,
          specifically  including any error relating to, or the product of, date
          data  which  represents or references different centuries or more than
          one century. Without limiting the generality of the foregoing: (i) the
          SDK  Software  will not abnormally end or provide invalid or incorrect
          results  as  a  result  of date data, specifically including date data
          which  represents  or  references  centuries of more than one century;
          (ii)  the  SDK  Software  has  been  designed  to  ensure  year  2000
          compatibility,  including,  but  not  limited  to,  date  data century
          recognition,  calculations  which  accommodate  same  century  and
          multi-century formulas and date values, and date data interface values
          that  reflect  the century; (iii) the SDK Software includes "year 2000
          capabilities",  which  means  the  SDK  Software  (1)  will manage and
          manipulate  data  involving  dates, including single century formulas,
          and  will  not  cause  an  abnormally  ending  scenario  within  the
          application  or generate incorrect values or invalid results with such
          dates;  and  (2)  provides  that  all  date-related  user  interface
          functionalities and data fields include the indication of century; and
          (3)  provides  that  all  date-related  data interface functionalities
          include  the  indication  of  century;  @pos.com hereby represents and
          warrants  that  the SDK Software, and any prior or subsequent versions
          thereof  (including  any components thereof), as of the Effective Date
          and  throughout  the  term  hereof, does not contain any virus, Trojan
          horse, worm, or other software routine designed to permit unauthorized
          access  to  the  associated  computer  system, or to disable, erase or
          otherwise  damage  software,  hardware,  or  data, or to perform other
          similar actions; and does not contain or implement any back door, time
          bomb,  software  lockout  key  or  device,  drop dead device, or other
          software  routine  designed  to  disable  a  computer  program, either
          automatically  with  the passage of time or under the positive control
          of  a  person  other  than  Licensee.

8    INDEMNIFICATION
8.1  LICENSEE'S  INDEMNITY  FOR  PRODUCT  LIABILITY  &  @POS PRODUCT WARRANTIES.
     Subject  to  the  terms  and  conditions  provided  herein  regarding  all
     Indemnities  and  to  the extent caused by the @pos Products (excluding the
     @pos  Technology),  Licensee  shall Indemnify @pos.com from and against any
     third  party  product  liability  or  warranty  claims  regarding  the @pos
     Products to the extent that such product liability or warranty claim is not
     caused  by  the @pos Technology. @pos.com shall indemnify Licensee from any
     third  party  product  liability  or  warranty  claims  regarding  the @pos
     Technology.
8.2  RIGHTS  INDEMNITIES.  Subject  to  the terms and conditions provided herein
     regarding  all  Indemnities,  each  party  shall  Indemnify the other party
     against  any  breach  or  alleged  breach  by  the  party  of  any  of  the
     representations  or  warranties  stated  herein.
8.3  INFRINGEMENT  INDEMNITY  OF  LICENSEE.  Subject to the terms and conditions
     hereof,  Licensee  shall  Indemnify  @pos.com against any third party claim
     that  any  material that is not supplied by @pos.com which Licensee uses or
     combines  with  the  @pos  Technology  or @pos Products (excluding the @pos
     Technology)  infringes  any  Proprietary  Right  of  a  third  party.
8.4  INFRINGEMENT  INDEMNITY  OF  @POS.COM.  Subject to the terms and conditions
     hereof,  @pos.com  shall  Indemnify  Licensee against any third party claim
     that  the  @pos  Technology  used  or  distributed within the scope of this
     Agreement  infringes  any  Proprietary  Right  of  a  third  party.
8.5  INFRINGEMENT  INDEMNITY  TERMS  &  CONDITIONS. The infringement Indemnities
     shall  not apply to the extent that any third party's infringement claim is
     based  upon modifications, enhancements and other revisions to the material
     which  have  been  made  by Indemnified party or by parties operating under
     license  from or authorization by the Indemnified party without the consent
     or  authority  of the indemnifying party. In the event of any injunction or
     ruling  of  infringement  of  @pos  Technology  by  a court, or if @pos.com
     reasonably  believes  any  such  ruling  is  likely, @pos.com shall, at its
     expense  and  after notice to and consultation with Licensee, at @pos.com's
     option  either:  (a)  modify  the  subject infringing material so as not to
     infringe, or replace such infringing material with a material that does not
     infringe;  provided,  however,  that  any  modified or replacement material
     provided  by  @pos.com  shall  have  the  same  functionality,  operating
     characteristics,  compatibility  and  interoperability  as  the  infringing
     material being modified or replaced; or (b) @pos.com shall obtain a license
     for  Licensee  to  continue  using the subject material, free of any future
     liability  from  the  claiming  party.
8.6  CONDITIONS TO ALL INDEMNITIES. All Indemnities are subject to the following
     conditions:  (a)  The  Indemnified  party  notifies  the Indemnifying party
     promptly in writing after being apprised of the claim; (b) The Indemnifying
     party  has  sole  control  of  the  defense  and  all  related  settlement
     negotiations,  subject  to the right of Indemnified party to participate in
     and  monitor  such  defense, at its own cost and option and through its own
     counsel,  for  the  purpose  of  consulting  with  the Indemnifying party's
     counsel; (c) The Indemnified party provides the Indemnifying party with the
     assistance,  information,  and authority reasonably necessary to perform as
     required above, provided that reasonable costs and expenses incurred by the
     Indemnified  party  in  providing  such  assistance and information will be
     reimbursed  by  the  Indemnifying  party.


Confidential                         Page 4                   Licensee Agreement
<PAGE>
9    LIMITATION  OF  LIABILITY
9.1  LIMITATION  TO  ACTUAL  DAMAGES.  Except for infringement Indemnities, each
     party's liability to the other party for damages from any cause whatsoever,
     and  regardless  of  the  form  of  the  action,  whether in contract, tort
     (including  negligence), product liability or otherwise, will be limited to
     actual  damages  only  and in the total amount of the sums paid to @pos.com
     under  this  Agreement.
9.2  LIMITED  LIABILITY.  NEITHER PARTY WILL BE LIABLE TO THE OTHER IN ANY EVENT
     FOR  ANY  SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING
     ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF
     BUSINESS  INFORMATION),  EVEN  IF  INFORMED  OF  THE POSSIBILITY THEREOF IN
     ADVANCE.

10   TERM  &  TERMINATION
10.1 TERM  OF  AGREEMENT. Subject to earlier termination as described in Section
     10.2,  this  Agreement  shall  have  an  initial  term  of  three (3) years
     commencing  on  the  Effective  Date (the "Initial Term"). Thereafter, this
     Agreement  will be automatically renewed for additional successive terms of
     one (1) year (a "Renewal Term"), unless either party gives ninety (90) days
     prior  written  notice  of  intent  not  to  renew  this  Agreement.
10.2 TERMINATION.  The  parties may terminate this Agreement upon mutual written
     consent  or  either  party  may  terminate  this  Agreement:
10.2.1    for any or no reason effective at the end of the Initial Term or any
          Renewal  Term,  upon written notice to the other party at least ninety
          (90)  days  prior  to  the  end  of such Initial Term or Renewal Term;
10.2.2    for  any  or  no  reason at any time during the Initial Term or any
          Renewal  Term,  upon  written  notice  to the other party at least one
          hundred  and  fifty  (150)  days  prior  to  the  effective  date  of
          termination;
10.2.3    in the event that the other party commits a material breach hereof,
          which  breach  is  not  cured within sixty (60) days following written
          notice  of  breach  from  the  non-breaching  party;
10.2.4    immediately  upon written notice to the other party for any breach of
          Section  3  hereof;  or
10.2.5    without notice, in the event that the other party shall have ceased
          business,  been  adjudged  bankrupt  or  insolvent  under  applicable
          bankruptcy  laws,  made  an  assignment  for the benefit of creditors,
          filed  a  petition  in  bankruptcy  or  for reorganization or if there
          should  be any transfer or change in the controlling interest in, or a
          material  change  in  the  management,  of  the  other  party.
10.3 Notwithstanding  any  provision contained herein to the contrary, following
     the  termination  or  expiration  of  this  Agreement, (i) Licensee and its
     Resellers  shall have the right to market and distribute any remaining @pos
     Products in inventory; (ii) the rights and licenses granted by Licensee and
     Resellers  to End-Users with respect to the @pos Products shall continue in
     full  force  and  effect,  and  (ii) @pos.com hereby grants to Licensee the
     rights  and  licenses  reasonably necessary or appropriate to continue such
     marketing  and  distribution  as  set forth in this Section, and to provide
     training  with  respect to and support the @pos Products in accordance with
     the  End-User  license  agreements.
10.4 CONTINUING  OBLIGATIONS.  The  following  obligations  shall  survive  the
     expiration  or  termination  hereof  and the distribution and support grace
     period provided above: (i) any and all warranties, limitations of liability
     and  Indemnities  granted by either party herein, (ii) any covenant granted
     herein for the purpose of protecting the Proprietary Rights of either party
     or  any  remedy  for breach thereof, (iii) the payment of taxes, duties, or
     any  money to @pos.com hereunder, and (iv) the payment of taxes, duties, or
     any  money  to  Licensee  hereunder.

11   DISPUTE  RESOLUTION
11.1 NEGOTIATION.  Except  for  actions  to  protect  Proprietary  Rights and to
     enforce an arbitrator's decision hereunder, all disputes, controversies and
     claims  arising  out  of  the  terms,  operation  or interpretation of this
     Agreement  shall  be  initiated  by  a  written  demand for negotiation and
     resolution,  documented  in  writing, and escalated through the appropriate
     levels of management of each party, up to and including a corporate officer
     responsible  for  this Agreement, until resolution of the issue is achieved
     or  those  officers  agree  that  the  dispute  cannot  be  resolved.
11.2 ARBITRATION.  If  the dispute cannot be resolved by negotiation as provided
     above  within  thirty  (30)  days  from  the date of the written demand for
     resolution,  the dispute shall be resolved by binding arbitration under the
     American  Arbitration  Association  Commercial  Arbitration  rules  then in
     effect and held in San Francisco, California USA. As a minimum set of rules
     in  the  proceeding,  the  parties  agree  as  follows: (a) The arbitration
     proceeding shall be conducted by a single arbitrator mutually acceptable to
     the  parties.  If  the  parties  cannot agree on a single arbitrator within
     fifteen  (15)  days after the date written demand for the appointment of an
     arbitrator  is  made, each party shall identify one independent individual,
     and  these  individuals shall then meet to appoint a single arbitrator. The
     arbitrator  shall  be  knowledgeable  regarding  the  high  technology  and
     software  industries; (b) The parties shall equally bear the costs and fees
     of  the  arbitration  proceeding,  and  each party shall bear its own legal
     expense;  (c)  Any arbitration proceeding hereunder shall be conducted on a
     confidential  basis;  (d) The arbitrator shall specify the basis of his/her
     decision  and  the  basis  for  any  damages  awarded.  The decision of the
     arbitrator  shall  be  considered  as a final and binding resolution of the
     dispute  and  may  be  entered  as  judgment  in  any  court  of  competent
     jurisdiction  in  the  United  States.  Each  party agrees to submit to the
     jurisdiction  of any such court for purposes of the enforcement of any such
     decision, award, order, or judgment; (e) The parties shall agree upon what,
     if  any,  discovery  will be made available. If the parties cannot agree on
     the  form  of  discovery within fifteen (15) days of the written demand for
     the appointment of the arbitrator, there shall be neither discovery nor the
     issuance  of subpoenas. In no event, however, shall any such discovery take
     more  than  one  (1) month; (f) Neither party shall sue the other where the
     basis  of  the  suit  is  a disagreement arising directly under the express
     terms  of  this Agreement except for (i) injunctive relief for Infringement
     or  misappropriation  of  Proprietary  Rights,  or  (ii) enforcement of the
     arbitrator's  decision  in  the  event the other party is not performing in
     accordance  with  the  arbitrator's  decision.

12   GENERAL  PROVISIONS
12.1 NOTICES.  All notices shall be given in writing and shall be effective when
     either  (i)  served by personal delivery, (ii) upon receipt of mail sent as
     certified  mail,  return  receipt  requested,  or  (iii)  upon  receipt  of
     facsimile transmission if verified by a written or electronic record of the
     transmission,  provided  that  any  such  communication is addressed to the
     parties  at  their  respective addresses and/or facsimile numbers set forth
     below,  or  to  such  other  address  or  numbers as either party may later
     specify  by  written  notice  or provide as part of the performance of this
     Agreement.
          If  to  @pos.com:
               @pos.com,  Inc.,
               3051  North  First  Street
               San  Jose,  California  USA  95134
                    Contact:  Legal  Department
                    Telephone:  408/468-5400
                    Facsimile:  408/433-0774

          If  to  Licensee:
               ID  TECH,  Inc.
               655  North  Berry  Street,  Suite  G
               La  Brea,  California  USA  92821
                    Contact:  Legal  Department
                    Telephone:  714/990-1343
                    Facsimile:  714/990-4318

12.2 MERGER;  AMENDMENT.  This  Agreement  shall  not  be considered an offer by
     either  party  and  it shall not be effective until signed by both parties.
     This  Agreement  constitutes  the  entire understanding of the parties with
     respect  to  the  subject  matter  of  this  Agreement and merges all prior
     communications,  understandings,  and  agreements.  This  Agreement  may be
     modified  only  by  a  written  agreement  signed  by  the  parties.
12.3 INDEPENDENT  CONTRACTORS.  The  relationship  of  the  parties  is  that of
     independent  contractor,  and nothing herein shall be construed to create a
     partnership,  joint  venture, franchise, employment, or agency relationship
     between  the  parties.  Licensee  shall  have  no  authority  to enter into
     agreements  of  any kind on behalf of @pos.com and shall not have the power
     or authority to bind or obligate @pos.com in any manner to any third party.


Confidential                         Page 5                   Licensee Agreement
<PAGE>
12.4 SEVERABILITY.  If  any provision of this Agreement shall be held by a court
     of  competent  jurisdiction  to  be  contrary  to law or public policy, the
     remaining  provisions  shall  remain  in  full  force  and  effect.
12.5 NO  IMPLIED WAIVERS. The failure of either party to enforce at any time any
     of  the  provisions  hereof shall not be a waiver of such provision, or any
     other  provision,  or  of the right of such party thereafter to enforce any
     provision  hereof.
12.6 GOVERNING  LAW.  This  Agreement  shall  be construed under the laws of the
     State  of  California,  without  regard to its conflicts of law provisions.
12.7 FORCE  MAJEURE.  Neither party shall be liable for damages for any delay or
     failure  of  delivery arising out of causes beyond their reasonable control
     and  without their fault or negligence, including, but not limited to, Acts
     of  God,  acts  of  civil  or  military  authority,  fires, riots, wars, or
     embargoes.
12.8 MULTIPLE COUNTERPARTS. This Agreement may be executed simultaneously in two
     or  more  counterparts,  each one of which shall be deemed an original, but
     all  of  which  shall  constitute  one  and  the  same  instrument.
12.9 ASSIGNMENT.  Licensee  shall  not  assign  this  Agreement  or any right or
     interest  under  this  Agreement, nor delegate any work or obligation to be
     performed  under  this Agreement, without @pos.com's prior written consent.
     Any  attempted  assignment or delegation in contravention of this provision
     shall  be  void and ineffective and shall be deemed to be a material breach
     hereof.  @pos.com  shall  have  the right to enter into a sub-contract with
     third  parties  for  the  performance  of any of its obligations under this
     Agreement.
12.10  ATTACHED EXHIBIT(S). This Agreement includes the attached Exhibits listed
     below,  which  are  hereby  incorporated in this Agreement by reference: A:
     Description  of  @pos Technology; B: Sublicense Terms; C: Technical Support
     Terms;  D:  Fees  &  Payment  Terms.

     IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be duly
executed  below.

--------------------------------------------------------------------------------
@POS.COM,  INC.                        |          ID  TECH,  INC.:
--------------------------------------------------------------------------------
By:                                    |          By:
                                       |
--------------------------------------------------------------------------------
I have the authority to bind           |          I have the authority to bind
the Corporation                        |          the  Corporation
Title:                                 |          Title:
--------------------------------------------------------------------------------




Confidential                         Page 6                   Licensee Agreement
<PAGE>
                   EXHIBIT A - DESCRIPTION OF @POS TECHNOLOGY


          This Exhibit is intended to be part of the attached Agreement made and
entered  into  by  and  between  @pos.com  and  Licensee.



     SDK  SOFTWARE  -

     POS  TECHNOLOGY  -

     FIRMWARE  TECHNOLOGY  -

     @POS  PRODUCT  LIST  -

                         iPOS  TC  Point-Of-Sale  Terminal


                         iPOS  3100  Point-Of-Sale  Terminal


                         1500  Point-Of-Sale  Terminal



END  OF  DESCRIPTION  OF  @POS  TECHNOLOGY  EXHIBIT


<PAGE>
                          EXHIBIT B - SUBLICENSE TERMS

  This Exhibit is intended to be part of the attached Agreement made and entered
                   into by and between @pos.com and Licensee.

MANDATORY  TERMS  FOR  LICENSEE'S  END-USER  LICENSE  AGREEMENT

     Licensee's  End  User  License  Agreement  shall  contain  the  following
protections  in  all  material  respects:  Proprietary Rights Provisions: (i) an
acknowledgment  that  although  copyrighted, the @pos Products embodies valuable
trade  secrets  proprietary  to  @pos.com  and/or  @pos.com's  suppliers, (ii) a
covenant  prohibiting disassembly and decompilation of the SDK Software, (iii) a
covenant  prohibiting  the  copying of the SDK Software, except for a reasonable
number  of  back-up  copies,  and  (iv) a covenant prohibiting the End-User from
providing  access  to  the SDK Software to any person for any purpose other than
processing  the  End-User's  internal  data  for  the  intended  use  of the SDK
Software.

     Restricted  Rights:  If  this  Product  is  acquired  by  or  for  the U.S.
Government,  then  it  is  provided with Restricted Rights. Use, duplication, or
disclosure  by  the  U.S.  Government is subject to restrictions as set forth in
subparagraph  (c.)  (1)  (ii.)  of  The  Rights  in  Technical Data and Computer
Software  clause  at DFARS 252.227-7013, or subparagraph (c.) (1) and (2) of the
Commercial  Computer  Software-Restricted  Rights at 48 CFR 52.227-19, or clause
18-52.227-86(d)  of  the  NASA  Supplement  to  the  FAR,  as  applicable.  The
contractor/manufacture  is  ID  Tech,  Inc., 655 North Berry Street, Suite G, La
Brea,  California  USA  92821.

MANDATORY  TERMS  FOR  LICENSEE'S  RESELLER  LICENSE  AGREEMENT

     Licensee's  Reseller  License  Agreement  shall  contain  the  following
protections,  in  all  material  respects:

     Licensing  Restriction.  The  license  agreement  shall  provide  for (i) a
prohibition  of  modification  of  the  @pos  Products; and (ii) distribution in
accordance  with  applicable  terms  and  conditions  hereof.

     Flow-Down  Provisions  for  End-User  Licenses.  Licensee  shall require by
written  contracts,  signed  by  all Resellers that the mandatory provisions for
End-Users  provided  above are maintained throughout the channel of distribution
for  @pos  Products.

     END  OF  SUBLICENSE  TERMS  EXHIBIT


<PAGE>
                      EXHIBIT  C - TECHNICAL SUPPORT TERMS

     This  Exhibit  is  intended  to  be part of the attached Agreement made and
entered  into  by  and  between  @pos.com  and  Licensee.

     1.     DEFINITIONS
1.1     Capitalized  terms  used in this Exhibit and not otherwise defined shall
have  the  same  meaning  as  set  forth  in the body of the Agreement.  As used
herein,  the  following  words  shall  have  the  meanings  set  out  below:
1.2     "Error."  A  programming  error,  logic  error, or defect within the SDK
Software  which  causes it to operate incorrectly or otherwise not in conformity
with  the associated Documentation and that is reproducible by @pos.com from the
SDK  Software  units  delivered  by  @pos.com  hereunder.
1.3     "Fix."  The  repair  or  replacement  of Object Code versions of the SDK
Software  to  remedy  an  Error.
1.4     "Priority A Error."  An Error which renders the SDK Software inoperative
or  causes  the  SDK  Software  to  substantially  fail.
1.5     "Priority  B  Error."  An  Error  which  substantially  degrades  the
performance  of  the  SDK  Software  or materially restricts use of the Licensed
Software.
1.6     "Priority C Error."  An Error that causes only a minor impact on the use
of  the  SDK  Software.
1.7     "Update."  A  maintenance  release  of  the SDK Software and/or released
revisions  to  the  SDK  Software which are intended to improve efficiency or to
incorporate  additional or alternative functionality, such release being denoted
as  a  SDK  Software  Update by @pos.com in its generally published programs and
policies.
1.8     "Upgrade."  A  new  release  of  the  SDK  Software  which  incorporates
substantial  additional or alternative functionality, such release being denoted
as  a  SDK  Software Upgrade by @pos.com in its generally published programs and
policies.
1.9     "Workaround."  A change in the procedures followed or data supplied by a
SDK  Software  user to avoid an Error without substantially impairing use of the
SDK  Software.
2.     TECHNICAL  SUPPORT  SERVICES
2.1     Error  Correction.  @pos.com  agrees  to  provide  to  Licensee  Error
correction  services  as  described  below.  Licensee  shall  provide  written
documentation  of the Error to assist @pos.com to reproduce same with @pos.com's
master  copy  of  the  SDK  Software.
2.1.1  Priority  A  Errors.  Within  twenty  four  (24)  hours  of learning of a
Priority A Error, @pos.com shall assign @pos.com engineers to correct the Error;
provide  Licensee  with  periodic  reports on the status of the corrections; and
initiate  work  to  provide  Licensee  with a Workaround or Fix.  @pos.com shall
provide  Licensee  with  such  Workaround  or  Fix within two (2) business days.
2.1.2  Priority  B  Errors.  Within  forty  eight  (48)  hours  of learning of a
Priority B Error, @pos.com shall assign @pos.com engineers to correct the Error;
provide  Licensee  with  periodic  reports on the status of the corrections; and
initiate  work  to  provide  Licensee  with a Workaround or Fix.  @pos.com shall
provide Licensee with such Workaround or Fix within seven (7) business days, and
@pos.com  shall  use  commercially reasonable efforts to include the Fix for the
Error  in the next regular maintenance release within ninety (90) calendar days.
2.1.3  Priority C Errors.  @pos.com shall use commercially reasonable efforts to
include  the  Fix  for  the Error in the next major release of the SDK Software.
2.1.4  Errors  not  Caused by the SDK Software.  If @pos.com reasonably believes
that  a  problem  reported  by  Licensee  may  not be due to an Error in the SDK
Software,  @pos.com  will  so  notify  Licensee.  At that time, Licensee may (i)
instruct  @pos.com to proceed with problem determination at its possible expense
as  set  forth  below, or (ii) instruct @pos.com that Licensee does not wish the
problem  pursued  at  its  possible expense.  If Licensee requests that @pos.com
proceed  with  problem  determination  at  its  possible  expense  and  @pos.com
reasonably  determines  that  the  Error  was  not  due  to  an Error in the SDK
Software,  @pos.com  shall immediately stop further work and so inform Licensee,
and  Licensee  shall  pay @pos.com, at @pos.com's then-current consulting rates,
for  all  work  performed in connection with such determination, plus actual and
reasonable expenses incurred therewith.  Licensee shall not be liable under this
Section  2.1.4  for  problem determination or repair to the extent that problems
are  due  to  Errors  in the SDK Software, nor shall Licensee be liable for work
performed  under  this  Section  2.1.4  in  excess  of its instructions or after
Licensee  has  notified  @pos.com in accordance with the terms hereof that it no
longer  wishes work on the problem determination to be continued at its possible
expense.
2.2     Updates  and  Upgrades.  @pos.com  shall  provide  to  Licensee  at  no
additional  charge copies of every Update and Upgrade within 90 days of the time
that  @pos.com  makes  any  Update and Upgrade available for any other operating
system  platform.  Updates  and Upgrades shall be provided in the form of master
diskette(s)  which  shall  be copied and distributed to End-Users by Licensee at
Licensee's  cost  and  expense,  in  which  case  Licensee  shall be entitled to
compensation  or  credit  equal  to  the  actual  and reasonable duplication and
shipping  costs incurred by Licensee for Updates and Upgrades which are required
for  Fixes  of Priority A and/or Priority B Errors against any royalties or fees
which are currently payable to @pos.com.  Following the availability and release
of any Upgrade to Licensee, @pos.com shall continue to provide technical support
services  only  for  the  then-current  Upgrade  and  the  version  or  Upgrade
immediately  prior  to  the  then-current  Upgrade.
2.4     Telephone  Support.  @pos.com  shall  provide  reasonable  telephone
consultation  with  respect to the SDK Software to Licensee from 9:00 am to 5:00
pm  Eastern  time,  Monday  through  Friday, excluding holidays.  @pos.com shall
maintain  a sufficient number of telephone lines to ensure a timely response and
to  otherwise  perform  its  obligations  hereunder.
2.5     Technical  Contacts.  Each  party will designate one of its employees as
its principal technical contact for the other party for technical issues related
to  this  Agreement.  Each  party  may  change its technical contact upon giving
written  notice  to  the  other  party of the name of the new technical contact.
2.6     No  Support To End-Users.  The technical support services to be rendered
by  @pos.com  hereunder  shall  be  rendered  solely  to Licensee and not to any
End-Users.  Communications  and  transactions  with  End-Users shall be the sole
responsibility  of  Licensee  or  its  Resellers.
2.7     Exclusions.  Notwithstanding  any  other provisions of this Agreement to
the  contrary,  the technical support obligations of @pos.com shall not apply to
Errors  to  the  extent  due  to  any  of  the  following: (i) misuse of the SDK
Software,  (ii)  unauthorized  modification  of  the  SDK  Software  (excluding
modification  made  in accordance with this Agreement or reasonably contemplated
by  the  parties), (iii) failure by End-Users to utilize compatible computer and
networking hardware and software, (iv) interaction with software or firmware not
provided  or  recommended  by  @pos.com,  (v) any change in applicable operating
system  software, or (vi) the failure of an End-User to install any Update or to
maintain  Upgrade  levels  at  least  to  the  release  immediately prior to the
then-current  Upgrade  (subject  to  Section  2.3  above).
3.     TERM;  TECHNICAL  SUPPORT  FEES
3.1     Term.  The term of these Technical Support Terms shall coincide with the
term of the license for the SDK Software.  Upon the expiration or termination of
the license for the SDK Software, these Technical Support Terms shall terminate.
3.2     Fees.  Unless  otherwise provided herein, the technical support services
to  be  provided  hereunder  shall be at no additional charge; however, Licensee
shall  be  responsible for reimbursement of @pos.com's Reimbursable Expenses (as
set forth in Section 3.3 below) incurred in the performance of technical support
services  and  subject  to Licensee's prior written approval.  Payment terms are
net  thirty  (30)  days.
3.3     Reimbursable  Expenses.  Actual  and  reasonable  expenses  that  are
reimbursable hereunder shall include actual and reasonable expenses for required
materials,  and  travel,  lodging,  and  meal  expenses.
END  OF  TECHNICAL  SUPPORT  TERMS  EXHIBIT


<PAGE>
                        EXHIBIT D - FEES & PAYMENT TERMS

     This Exhibit is part of the attached Agreement made and entered into by and
between  @pos.com  and  Licensee.

1.   PRODUCT  LICENSE  FEES.  In  partial consideration of the rights granted by
     @pos.com  to  Licensee hereunder, Licensee shall pay @pos.com the following
     royalty  payments  as  License  Fees for each Unit of @pos Products sold by
     Licensee:
                 iPOS  TC  -    $75.00  /  Unit

                 iPOS  3100  -  $40.00  /  Unit

                 1500  -        $20.00  /  Unit

2.   FIRMWARE  &  APPLICATION  LICENSE FEES. As additional consideration for the
     rights  granted  by @pos to Licensee hereunder, Licensee shall pay @pos.com
     the  Firmware  and  Application License Fees for each Unit of @pos Products
     sold  by Licensee and based on features to be selected by End-Users in such
     amounts  to be separately set forth in orders by End-Users or determined by
     @pos.com  in  its  sole  discretion.

3.   SALES  COMMISSION  FEES. Licensee shall pay @pos.com Sales Commissions Fees
     of  10%  of  Gross  Revenues  received  for all Orders for @pos Products by
     End-Users  generated by @pos.com and assigned to Licensee. "Gross Revenues"
     shall  mean  the  total  amounts invoiced by Licensee to End-Users for @pos
     Products  and  whether  paid  by  check,  cash,  credit  or  otherwise, but
     excluding  any  sales  tax,  value  added  and  equivalent  taxes which are
     collected  by  Licensee  on  or  behalf  of  any  government body. This 10%
     Commission  Fee  shall  be  paid  to  @pos.com, no later then 30 days after
     Licensee  receives  full  payment.  All  End-User prices and terms shall be
     pre-approved  based  upon pricing terms and conditions mutually agreed upon
     by  @pos.com  and  Licensee.

4.   PAYMENT  TERMS.  Licensee  shall  provide  @pos.com with Monthly Reports no
     later than 15 calendar days after the end of every month which specifies in
     sufficient detail the total quantities of all @pos Products shipped and the
     Fees  due  for such @pos Products. All such amounts shall be paid within 45
     days  after  the  end  of  each  month  of  shipment  for all sales of @pos
     Products.  All sums shall be paid in United States Dollars by wire transfer
     to  A  bank  account  to  be  specified  by  @pos.com.


END  OF  FEES  &  PAYMENT  TERMS  EXHIBIT


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