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                                                                    EXHIBIT 2.1




                            SHARE PURCHASE AGREEMENT





THIS AGREEMENT is made effective as of August 10, 2000 (the "Effective Date").



AMONG:


                  DEBORAH M. DEAN, an individual residing in the State of
                  Washington, U.S.A.


                  (the "Vendor");


AND:


                  JEFFREY W. DEAN, an individual residing in the State of
                  Washington, U.S.A.


                  (the "Founder") (collectively, the Vendor and the Founder are
                  defined as the "Deans");


AND:


                  SPECTRUM PRINT & MAIL SERVICES, LTD., a corporation
                  incorporated under the laws of the State of Delaware, U.S.A.


                  ("Spectrum");


AND:


                  GLOBAL ELECTION SYSTEMS INC., a company incorporated under the
                  laws of British Columbia


                  ("Global Canada");


AND:




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                  GLOBAL ELECTION SYSTEMS, INC., a corporation incorporated
                  under the laws of the State of Delaware, U.S.A.


                  ("Global USA") (collectively, Global Canada and Global USA are
                  defined as "Global");


WHEREAS:


A. The authorized capital stock of Spectrum consists of 1,000 shares without par
value, of which 100 shares of the capital stock (the "Spectrum Shares") are
issued and outstanding;


B. The Vendor is the sole registered and beneficial owner of the Spectrum
Shares;


C. The Vendor has agreed to sell the Spectrum Shares to Global and Global has
agreed to purchase the Spectrum Shares from the Vendor on the terms and
conditions set forth in this Agreement.



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants
and agreements herein contained, the parties hereto do covenant and agree (the
"Agreement") each with the other as follows:


2.       REPRESENTATIONS AND WARRANTIES


2.1 In order to induce Global to enter into this Agreement and complete its
transactions contemplated hereunder, the Vendor and the Founder jointly and
severally represent and warrant to Global that:


(a)               Spectrum was and remains duly incorporated and validly
                  subsisting under the laws of the State of Delaware, U.S.A. and
                  Spectrum:


(i)                        does not carry on business in any state of the United
                           States of America save and except for Washington and
                           California nor does it carry on business in any
                           territory or province of Canada save and except for
                           British Columbia; and



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                                      -3-


(ii)                       is in good standing with respect to the filing of
                           annual reports with the Secretary of State for
                           Delaware;


(b)               the authorized and issued share capital of Spectrum is as set
                  forth in paragraphs A and B of the recitals to this
                  Agreement;


(c)               the Spectrum Shares are validly issued and outstanding fully
                  paid and non-assessable shares of the capital stock of
                  Spectrum registered in the names of, and beneficially owned
                  by, the Vendor free and clear of all voting restrictions,
                  trade restrictions, liens, charges or encumbrances of any
                  kind whatsoever;


(d)               there are no outstanding securities convertible into or
                  exchangeable or exercisable for any shares of the capital
                  stock of Spectrum, nor does Spectrum have outstanding any
                  rights to subscribe for or to purchase, or any options for
                  the purchase of, or any agreements providing for the issuance
                  of, any shares of its capital stock or any securities
                  convertible into or exchangeable or exercisable for any
                  shares of its capital stock;


(e)               the constating documents of Spectrum have not been altered
                  since the incorporation of Spectrum, save and except for the
                  amendment to the Certificate of Incorporation of Spectrum to
                  change the name of Spectrum, which amendment was evidenced by
                  the filing of a Certificate of Amendment of Certificate of
                  Incorporation with the Office of the Secretary of State for
                  the State of Delaware on July 3, 1996;


(f)               Spectrum does not own, directly or indirectly, nor has it
                  agreed to acquire any of the outstanding shares or securities
                  convertible into shares of any other corporation, or any
                  participating interest in any partnership, joint venture or
                  other business enterprise;


(g)               all of the material transactions of Spectrum have been
                  promptly and properly recorded or filed in or with the books
                  or records of Spectrum and the minute books of Spectrum
                  contain all records of the meetings and proceedings of
                  Spectrum's shareholders and directors since its
                  incorporation;


(h)               Spectrum holds all material licences and permits that are
                  required for carrying on its business in the manner in which
                  such business has been carried on;


(i)               Spectrum is the owner of all properties and assets
                  (collectively the "Assets") listed on Schedule "A" to this
                  Agreement, except to the extent any of the Assets are leased,
                  and such Assets represent all of the material property and
                  assets used by Spectrum and which are necessary or useful in
                  the conduct of its business and


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                  all owned Assets are free and clear of all liens, charges and
                  encumbrances of any kind whatsoever save and except those
                  specified as "Permitted Encumbrances" on Schedule "A" to this
                  Agreement;


(j)               Spectrum has all necessary corporate power, authority and
                  capacity to own the Assets owned by it and carry on the
                  business carried on by it and Spectrum is duly registered,
                  licensed or otherwise qualified and in good standing to carry
                  on business in all jurisdictions in which it carries on
                  business;


(k)               all machinery and equipment comprised in the Assets are in
                  reasonable operating condition and in a state of reasonable
                  maintenance and repair taking into account their age and use;


(l)               all of the bank accounts and trust accounts of Spectrum, and
                  the names of all persons authorized to draw thereon or who
                  have access thereto, are listed on Schedule "A" to this
                  Agreement;


(m)               Schedule "K" to this Agreement sets forth, with respect to
                  Spectrum, a true and complete list of all material equipment,
                  office equipment, furniture, machinery, vehicles, fixtures,
                  computer hardware and software and other personal property in
                  the possession or custody of Spectrum which is leased, held
                  under license or similar arrangement, or subject to an
                  agreement to lease, license or similar arrangement, together
                  with a description of each of the leases, license, agreements
                  or other documentation relating thereto;


(n)               except as disclosed in Schedule "K" to this Agreement, each
                  such lease, license, agreement or arrangement set forth in
                  Schedule "K" to this Agreement is in good standing and in
                  full force and effect, and Spectrum is entitled to all
                  benefits, rights and privileges thereunder;


(o)               each lease, license, agreement or arrangement set forth in
                  Schedule "K" to this Agreement constitutes a valid and
                  binding obligation of Spectrum and, to the Deans' knowledge,
                  of the other parties thereto, enforceable in accordance with
                  its terms subject to bankruptcy, insolvency and other laws
                  affecting creditors' rights generally and to general
                  principles of equity;


(p)               the Deans have no knowledge that the other party to any
                  lease, license agreement or arrangement set forth in Schedule
                  "K" to this Agreement is in breach of its obligations
                  thereunder, and no act or event has occurred which, with
                  notice or lapse of time, or both, would constitute a breach
                  thereof by Spectrum or, to the Deans' knowledge, by any of
                  the other parties thereto;


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                                      -5-


(q)               each lease, license, agreement or arrangement set forth in
                  Schedule "K" to this Agreement was entered into in the
                  ordinary and normal course of business and Spectrum has not
                  received notice that any party has breached, intends to
                  breach or intends to discontinue any such lease, license,
                  agreement or arrangement;


(r)               Schedule "L" to this Agreement sets forth, with respect to
                  Spectrum, a true and complete list and description of any
                  lease, sublease or license of real property (collectively,
                  "Spectrum Properties") to which Spectrum is a party or by
                  which Spectrum is bound (collectively, the "Non-Freehold
                  Agreements");


(s)               all interests held by Spectrum under the Non-Freehold
                  Agreements are, and will be at the Time of Closing, free and
                  clear of all liens, charges and encumbrances of any kind
                  whatsoever;


(t)               the Non-Freehold Agreements are in good standing and in full
                  force and effect and Spectrum is entitled to all benefits,
                  rights and privileges thereunder;


(u)               all amounts of rent and other amounts presently owing under
                  the Non-Freehold Agreements have been paid;


(v)               Spectrum has complied with all of its obligations under the
                  Non-Freehold Agreements, and neither Spectrum nor, to the
                  Deans' knowledge, the other parties to the Non-Freehold
                  Agreements, are in breach of their obligations thereunder and
                  no act or event has occurred which, with notice or lapse of
                  time, or both, would constitute a breach thereof;


(w)               neither the leasing of the real property under the
                  Non-Freehold Agreements nor Spectrum's use of such real
                  property is, to Deans' knowledge, in violation of any
                  applicable material law, rule or regulation, including any
                  violation of any health, safety, zoning, subdivision or
                  building statute, ordinance or restriction, any Environmental
                  Laws (as defined herein), or any restrictive covenant,
                  affecting the real property;


(x)               Spectrum has not received notice that any of the other
                  parties to the Non-Freehold Agreements has breached, intends
                  to breach or intends to discontinue the Non-Freehold
                  Agreements;


(y)               the Non-Freehold Agreements constitute valid and binding
                  obligations of Spectrum, and to the Deans' knowledge, of the
                  other parties thereto, enforceable in accordance with their
                  terms, subject to bankruptcy, insolvency and other laws
                  affecting creditors' rights generally and to general
                  principles of equity;



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                                      -6-


(z)               Spectrum does not own any real property or, except pursuant
                  to the Non-Freehold Agreements, any interests in real
                  property;


(aa)              Spectrum maintains insurance against loss of, or damage to,
                  the Assets by all usual insurable risks on a replacement cost
                  basis and reasonable insurance with respect to public
                  liability for a business of its size (collectively the
                  "Insurance Coverage"), and all of the policies (the
                  "Insurance Policies") in respect of such Insurance Coverage
                  are described on Schedule "D" to this Agreement and all such
                  Insurance Policies are in good standing in all respects and
                  not in default in any respects;


(bb)              the unaudited financial statements of Spectrum for its fiscal
                  years ended December 31, 1999, 1998, 1997 and 1996 and the
                  unaudited financial statements of Spectrum for the interim
                  six month period of its current fiscal year (collectively the
                  "Spectrum Financial Statements"), a copy of which appear as
                  Schedule "B" to this Agreement, present fairly and accurately
                  the financial position and results of the operations of
                  Spectrum for the periods then ended;


(cc)              the books and records of Spectrum disclose all material
                  financial transactions of Spectrum and such transactions have
                  been fairly and accurately recorded;


(dd)              except as disclosed in the Spectrum Financial Statements:


(i)                        no dividends or other distributions of any kind
                           whatsoever on any shares in the capital of Spectrum
                           have been made, declared or authorized;


(ii)                       Spectrum is not indebted to the Vendor or to the
                           Founder except for reimbursable expenses incurred in
                           the ordinary course of business and for salaries and
                           benefits since the date thereof;


(iii)                      none of the Vendor, or the Founder, or any other
                           officer, director or employee of Spectrum is
                           indebted or under obligation to Spectrum on any
                           account whatsoever; and


(iv)                       Spectrum has not guaranteed or agreed to guarantee
                           any debt, liability or other obligation of any kind
                           whatsoever of any person, firm or corporation of any
                           kind whatsoever;


(ee)              there are no material liabilities of Spectrum, whether
                  direct, indirect, absolute, contingent or otherwise which are
                  not disclosed or reflected in the Spectrum Financial
                  Statements except those incurred in the ordinary course of
                  business of


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                                      -7-


                  Spectrum since June 30, 2000 to the Effective Date which are
                  recorded in the books and records of Spectrum;


(ff)              the inventory shown on the Spectrum Financial Statements or
                  recorded in the books and records of Spectrum has been valued
                  at cost and none of the inventory is obsolete or unsaleable
                  in the ordinary course of the business of Spectrum;


(gg)              the accounts receivable of Spectrum shown on the Spectrum
                  Financial Statements or recorded in the books and records of
                  Spectrum are bona fide, good and collectible without set-off
                  or counterclaim;


(hh)              since June 30, 2000:


(i)                        there has not been any material adverse change of
                           any kind whatsoever in the financial position of
                           Spectrum or any damage or loss materially adversely
                           affecting the business or Assets of Spectrum or the
                           right or capacity of Spectrum to carry on its
                           business;


(ii)                       Spectrum has not waived or surrendered any right of
                           any kind whatsoever of material value;


(iii)                      except as permitted under this Agreement, Spectrum
                           has not discharged, satisfied or paid any lien,
                           charge or encumbrance of any kind whatsoever or
                           obligation or liability of any kind whatsoever other
                           than current liabilities in the ordinary course of
                           its business;


(iv)                       the business of Spectrum has been carried on in the
                           ordinary course;


(v)                        no new machinery or equipment of any kind whatsoever
                           has been ordered by, or installed or assembled on
                           the premises of, Spectrum except as disclosed to
                           Global on Schedule "A" to this Agreement; and


(vi)                       no capital expenditures have been authorized or made
                           by Spectrum in excess of US$50,000 in the aggregate;


(ii)              the directors, officers and key employees of Spectrum and the
                  payment arrangements with Spectrum are as listed on Schedule
                  "C" to this Agreement;


(jj)              no payments of any kind whatsoever have been made or
                  authorized by Spectrum since June 30, 2000 to or on



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                                      -8-


                  behalf of the Vendor or the Founder or to or on behalf of any
                  of the directors, officers or key employees of Spectrum
                  except in accordance with those compensation arrangements
                  specified on Schedule "C" to this Agreement or except as
                  contemplated by this Agreement;


(kk)              all wages (specifically including any severance or
                  termination payments due and owing), salaries, bonuses and
                  commissions relating to the directors, officers and employees
                  of Spectrum since June 30, 2000 to the Effective Date are
                  reflected and accrued in the books and records of Spectrum;


(ll)              there is no outstanding, pending or, to the Deans' knowledge,
                  threatened or anticipated assessment, legal action, cause of
                  action, legal claim, order, prosecution or suit against
                  Spectrum, pursuant to or under any applicable material law,
                  statutes, rules, regulations, ordinances or orders, including
                  social security, unemployment insurance, income tax, employer
                  health tax, employment standards, labor relations,
                  occupational health and safety, human rights, workers'
                  compensation or pay equity, and Spectrum is in compliance
                  with all such applicable material law, statutes, rules,
                  regulations, ordinances or orders;


(mm)              there are no pensions, profit sharing, group insurance or
                  similar plans or other deferred compensation plans of any
                  kind whatsoever affecting Spectrum other than those specified
                  on Schedule "C" to this Agreement, and Spectrum has no
                  unfunded or unpaid liability in respect of any such plan;


(nn)              Spectrum is not now, and has never been, a party to any
                  collective agreement with any labour union or other
                  association of employees of any kind whatsoever;


(oo)              Spectrum has not experienced any strikes, work stoppages,
                  claims of unfair labor practice or other material labor
                  disputes;


(pp)              no officer or employee of Spectrum has given notice of any
                  claim alleging eligibility for short-term or long-term
                  disability benefits;


(qq)              each of the officers and key employees of Spectrum is in good
                  standing under the terms and conditions of their respective
                  employment with Spectrum, and the Deans have no knowledge of
                  any material problem with any such officer or employee, or
                  the employment of any such officer or key employee with
                  Spectrum;


(rr)              there have been no occupational health or safety violations
                  affecting Spectrum of the nature or type, including the
                  presence of any industrial disease or any long-term
                  occupational illness in the workplace or among any of the
                  employees or former employees, which could or did result in
                  any action or claim against


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                                      -9-


                  Spectrum by any of its employees or former employees, or
                  their respective dependents, heirs or legal personal
                  representatives, under any applicable insurance programs,
                  workers' compensation laws or other law;


(ss)              there are no toxic or hazardous substances in use in the
                  workplace of Spectrum except those used in the printing
                  business;


(tt)              Spectrum has complied in all material respects with all legal
                  requirements relating to employment, equal employment
                  opportunity, nondiscrimination, immigration, wages, hours,
                  benefits, collective bargaining, the payment of social
                  security and similar taxes, occupational safety and health,
                  and plant closing; and Spectrum is not liable for the payment
                  of any compensation, damages, taxes, fines, penalties or
                  other amounts, however designated, for failure to comply with
                  any of the foregoing legal requirements;


(uu)              the contracts and agreements included on Schedules "A", "C",
                  "K", and "L" to this Agreement and those additional contracts
                  and agreements specified on Schedule "D" to this Agreement
                  (collectively the "Material Contracts") constitute all of the
                  material contracts and agreements of Spectrum. Each Material
                  Contract constitutes a valid and binding obligation of
                  Spectrum and, to the Deans' knowledge, of the other parties
                  thereto, enforceable in accordance with its terms subject to
                  bankruptcy, insolvency and other laws affecting creditors'
                  rights generally and to general principles of equity. None of
                  Spectrum and, to the Deans' knowledge, the other parties to
                  any such Material Contract, is in breach of its obligations
                  thereunder, and no act or event has occurred which, with
                  notice or lapse of time or both, would constitute a breach
                  thereof. All such Material Contracts were entered into in the
                  ordinary and normal course of business. Spectrum has not
                  received notice that any party has breached, intends to
                  breach or intends to discontinue any such contract or
                  agreement. None of the Material Contracts may be terminated
                  by the other party thereto as a result of the execution and
                  delivery of this Agreement and the consummation of the
                  transactions contemplated hereby;


(vv)              true, correct and complete copies of all Material Contracts
                  have been delivered to Global Canada;


(ww)              all tax returns and reports of Spectrum required by law to
                  have been filed have been filed and are substantially
                  complete and correct and all taxes required to be paid
                  thereunder have been timely paid or accrued in the Spectrum
                  Financial Statements;


(xx)              Spectrum has been assessed for all federal and provincial
                  income tax in Canada for its full fiscal year ended December
                  31, 1999;


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                                      -10-


(yy)              there are no agreements, waivers or other arrangements of any
                  kind whatsoever providing for an extension of time with
                  respect to the filing of any tax return by, or payment of,
                  any tax or governmental charge of any kind whatsoever by
                  Spectrum;


(zz)              they are not aware of any tax liabilities of Spectrum of any
                  kind whatsoever or any grounds which would prompt a
                  reassessment of Spectrum;


(aaa)             Spectrum has made all collections, deductions, remittances
                  and payments of any kind whatsoever and filed all reports and
                  returns required by it to be made or filed under the
                  provisions of all applicable statutes requiring the making of
                  collections, deductions, remittances or payments of any kind
                  whatsoever in those jurisdictions in which Spectrum carries
                  on business;


(bbb)             Spectrum is a registrant for purposes of the goods and
                  services tax provided for under the Excise Tax Act (Canada)
                  and its registration number is 891242430RT;


(ccc)             Spectrum is, and has been at all times since its
                  incorporation, an S corporation for United States income tax
                  purposes;


(ddd)             to the best of their knowledge, there are no material
                  actions, suits, judgments, investigations or proceedings of
                  any kind whatsoever outstanding, pending or threatened
                  against or affecting Spectrum at law or in equity or before
                  or by any federal, provincial, state, municipal or other
                  governmental department, commission, board, bureau or agency
                  of any kind whatsoever;


(eee)             Spectrum, the Founder and the Vendor each have good and
                  sufficient right and authority to enter into this Agreement
                  and complete the transactions contemplated under this
                  Agreement on the terms and conditions set forth herein;


(fff)             to the best of their knowledge, the execution and delivery of
                  this Agreement, the performance of their respective
                  obligations under this Agreement and the completion of the
                  transactions contemplated under this Agreement will not:


(i)                        conflict with, or result in the breach of or the
                           acceleration of any indebtedness under, or
                           constitute default under, any indenture, mortgage,
                           agreement, lease, licence or other instrument of any
                           kind whatsoever to which Spectrum, the Vendor or the
                           Founder is a party or by which any one of them is
                           bound, or any judgment or order of any kind
                           whatsoever of any court or administrative body of
                           any kind whatsoever by which any one of them is
                           bound; and


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                                      -11-


(ii)                       result in the violation of any material law or
                           regulation of any kind by Spectrum;


(ggg)             neither Spectrum nor the Deans have incurred any liability
                  for brokers' or finder's fees of any kind whatsoever with
                  respect to this Agreement or any transaction contemplated
                  under this Agreement other than payments for valuations;


(hhh)             Schedule "M" to this Agreement contains an accurate, complete
                  and comprehensive list of:


(i)                        all trademarks, trademark applications, trademark
                           registrations, trade names, service marks, service
                           mark registrations and applications, designs,
                           graphics, logos and other commercial symbols of or
                           relating to Spectrum's business, including business
                           names;


(ii)                       all industrial designs or similar rights of or
                           relating to Spectrum's business, including
                           applications and registrations;


(iii)                      all patents, the inventions claimed therein and all
                           applications therefor of or relating to Spectrum's
                           business, including patents which may be issued out
                           of such applications (including divisions, reissues,
                           renewals, re-examinations, continuations,
                           continuations in part and extensions) applied for or
                           registered in any jurisdiction;


(iv)                       all domain names and websites used by Spectrum;


(v)                        all computer systems, including hardware, software,
                           firmware, middleware, software libraries, software
                           tools, the object and source codes relating thereto
                           and the design, technical and user documentation
                           relating thereto used by Spectrum in whatever form
                           and media in the conduct and operation of Spectrum's
                           business except such as are commercially available
                           in the marketplace (collectively, "Spectrum's
                           Computer Systems"), and also Spectrum's Computer
                           Systems that were created by the employees, officers
                           and directors of Spectrum and/or consultants under
                           contract with Spectrum ("Spectrum's In-house
                           Computer Systems") (collectively, Spectrum's
                           Computer Systems and Spectrum's In-house Computer
                           Systems are defined as "Spectrum's Computer
                           Programs"); and


(vi)                       all contracts between Spectrum and third parties
                           which relate to Spectrum's Computer Programs
                           licensed or leased by third parties to Spectrum and
                           used in connection with Spectrum's business,
                           including but not limited to development agreements,
                           consulting agreements,


<PAGE>   12
                                      -12-


                           maintenance agreements, source code escrow
                           agreements, license agreements and distribution
                           agreements (collectively, the "Third-Party IT
                           Contracts");


                  (collectively, the "Intellectual Property Rights"), and such
                  list sets out, in detail, the relevant dates, reference
                  numbers and jurisdictions of each. Spectrum has all necessary
                  rights and is fully entitled to exercise the Intellectual
                  Property Rights as provided hereunder. The execution,
                  delivery and performance of this Agreement do not constitute
                  and will not constitute a breach of any of the Intellectual
                  Property Rights of Spectrum;


(iii)             Spectrum's In-house Computer Systems set forth in Schedule
                  "M" are owned by Spectrum and are used in Spectrum's
                  business; and to the Deans' knowledge, Spectrum is not in
                  default of any of its obligations as licensee under any
                  licenses or any Third-Party IT Contracts listed in Schedule
                  "M" to this Agreement as at the date hereof;


(jjj)             no source code for any of Spectrum's In-house Computer
                  Systems is in the possession of any person other than
                  Spectrum;


(kkk)             except with respect to any Third-Party IT Contracts and the
                  licenses disclosed in Schedule "M" to this Agreement which
                  grant rights to Spectrum and are owned by other persons,
                  Spectrum is or at the time of Closing will be the sole legal
                  and beneficial owner of:


(i)                        the Intellectual Property Rights; and


(ii)                       all right, title and interest in and to all know-how
                           relating to Spectrum's business, including all
                           research data, trade secrets and other proprietary
                           know-how (whether patentable or non-patentable and
                           whether or not reduced to practice), techniques,
                           instructions, manuals, records, procedures,
                           financial, marketing and business data (including
                           pricing and cost information, business and marketing
                           plans and customer and supplier lists and
                           information),


                  (collectively, the "Proprietary Information")


                  (collectively, the Intellectual Property Rights and the
                  Proprietary Information are defined as the "Technology"), and
                  will hold all right, title and interest in and to the
                  Technology, free and clear of all liens, charges and
                  encumbrances whatsoever and to any licenses of the Technology
                  granted by Spectrum in the ordinary course


<PAGE>   13
                                      -13-


                  of its business and Spectrum has no notice of any adverse
                  claim of ownership in any Technology;


(lll)             no authorization, approval or other action by, and no notice
                  to or filing with, any governmental authority or regulatory
                  body is required for the assignment and/or transfer by
                  Spectrum of the Intellectual Property Rights or the
                  execution, delivery or performance of this Agreement by
                  Spectrum. There are no restrictions on the ability of
                  Spectrum to use and exploit all the Intellectual Property
                  Rights;


(mmm)             except as disclosed in Schedule "M" to this Agreement,
                  Spectrum's In-house Computer Systems are original works and
                  Spectrum's use of Spectrum's In-house Computer Systems to the
                  best of their knowledge does not infringe the industrial or
                  intellectual property rights of any person in the United
                  States, Canada or any other country where Spectrum currently
                  has customers;

(nnn)             Spectrum has made no filings with any governmental authority
                  in respect of the Intellectual Property Rights, except for the
                  filings identified in Schedule M;


(ooo)             Spectrum utilizes industry standard software that searches all
                  computers and incoming electronic material for any harmful
                  programs or data incorporated into any computer program or
                  system with malicious intent to disrupt the proper operation
                  of a computer hardware system or its associated program,
                  including but not limited to clock, timer, counter or other
                  limiting or disabling code, design or routine that would cause
                  the computer program or system to be erased, made inoperable
                  in any material way or otherwise rendering incapable of
                  performing substantially in accordance with its applicable
                  user documentation and specifications or would prevent or
                  prohibit or otherwise diminish the use thereof by Global
                  (collectively, "Computer Viruses"). At the Closing Date the
                  Computer Programs used by Spectrum in Spectrum's business
                  shall be free of Computer Viruses incorporated into Spectrum's
                  In-house Computer Systems by the Vendor, the Founder or any
                  other employee of Spectrum;


(ppp)             the documentation delivered by Spectrum in respect of
                  Spectrum's Computer Programs is sufficient to allow skilled
                  software professionals possessing experience in this industry
                  and some knowledge of Spectrum's Computer Programs to operate
                  Spectrum's business;


(qqq)             all of Spectrum's Technology is "Year 2000 Compliant", which
                  means that, where relevant, it uses a method of sorting,
                  interpreting, manipulating, calculating, processing and
                  reporting dates based upon the full four digits for each year
                  such that all arithmetic operations, comparisons, sorts and
                  reporting involving dates yield correct results for all years
                  during and after the year 2000, provided that:


<PAGE>   14
                                      -14-


(i)                        all information imported from other data sources
                           includes complete dates only;


(ii)                       linked tables and other shared data sources include
                           complete dates only; and


(iii)                      hardware that fails to correctly switch or change
                           dates is not used and no other source of date
                           inconsistency is entered into a Computer Program or
                           other Technology;


(rrr)             the conduct of Spectrum and its use, ownership or rights in
                  respect of the Intellectual Property Rights do not infringe,
                  and to the Deans' knowledge Spectrum has not infringed or
                  breached, nor is infringing or breaching, any Intellectual
                  Property Rights of any other person;


(sss)             Spectrum has not received any notice of a claim against
                  Spectrum alleging infringement of any Intellectual Property
                  Right;


(ttt)             Spectrum has used commercially reasonable efforts to take
                  precautions and to protect Spectrum's proprietary information
                  from loss, damage and unauthorized use or disclosure;


(uuu)             Spectrum is not a party to any agreement or arrangement which
                  restricts the freedom of Spectrum to carry on its business as
                  presently carried on or any contract or agreement which
                  contains covenants by Spectrum not to compete in any line of
                  business with any other person, except in favour of Global;


(vvv)             the business of Spectrum has been and is being carried on, and
                  the processes and undertakings of Spectrum have been and are
                  being conducted in compliance with all applicable material
                  laws, regulations or orders of any governmental authority
                  relating to environmental matters (collectively,
                  "Environmental Laws"). The Deans have no knowledge of any fact
                  which could give rise to a potential claim against Spectrum or
                  any of its directors, officers or employees relating to
                  non-compliance with any Environmental Laws;


(www)             to the Deans' knowledge, Spectrum is not required under
                  Environmental Laws to have any permits for the operation of
                  its business as it is presently being conducted;


<PAGE>   15
                                      -15-


(xxx)             Spectrum does not use the Spectrum Properties to generate,
                  manufacture, refine, treat, transport, handle, store, dispose,
                  transfer, produce or process hazardous waste or hazardous
                  substances, except as used in the normal printing business;


(yyy)             neither Spectrum nor any of its officers or directors or
                  employees has ever been convicted of an offense or otherwise
                  cited, fined, penalized or been made subject to an enforcement
                  order for non-compliance with any Environmental Law;


(zzz)             Spectrum has not caused or permitted any release of any
                  hazardous substances in the course of the conduct of
                  Spectrum's business that currently imposes or would in the
                  future impose any material cleanup or remediation obligations
                  on Spectrum under any Environmental Law;


(aaaa)            to the Dean's knowledge, Spectrum is not required to make any
                  reports to governmental authorities under Environmental Laws
                  in connection with its business or the Spectrum Properties;


(bbbb)            Spectrum has not incurred any material liability with respect
                  to the Spectrum Properties pursuant to Environmental Laws and,
                  to the Deans' knowledge, Spectrum is not now incurring any
                  liability with respect to the Spectrum Properties pursuant to
                  any Environmental Laws. To the Deans' knowledge, there is no
                  past or present fact, condition or circumstance in connection
                  with Spectrum's operations that could result in any material
                  liability or potential liability under any Environmental Laws;


(cccc)            Schedule "N" to this Agreement sets forth a list of all of the
                  customers of Spectrum as of the Effective Date. No contract or
                  agreement with any such customer will terminate or be
                  terminable by the customer as a result of the consummation of
                  the transactions contemplated by this Agreement. The Deans
                  have no reason to believe that any customer intends to
                  terminate or seek a renegotiation of its relationship with
                  Spectrum as a result of the transactions contemplated by this
                  Agreement and Spectrum is not involved in any dispute or
                  disagreement with any of its customers which could have a
                  material adverse effect on the business of Spectrum. The Deans
                  do not have any knowledge that the relationship with any of
                  its customers will not continue after the Closing Date. No
                  customer has notified Spectrum that it intends not to do
                  business or that it intends to reduce the amount of business
                  it conducts with Spectrum as a result of the transaction
                  contemplated herein;


(dddd)            there have been no sales or purchases by Spectrum of any
                  assets relating to the business of Spectrum which have
                  occurred since December 31, 1999 and which involve (i) an
                  obligation on behalf of Spectrum to indemnify the other party
                  thereto for liabilities in connection with such transaction;
                  (ii) an obligation on


<PAGE>   16
                                      -16-


                  behalf of the other party thereto to indemnify Spectrum for
                  liabilities in connection with such transaction; or (iii) the
                  retention of any such liabilities or obligations by Spectrum
                  in connection with such transaction;


(eeee)            neither Spectrum, nor any director, officer or employee
                  (including the Deans) or, to the Deans' knowledge, any agent
                  or other person acting on behalf of Spectrum has used any
                  corporate or other funds for unlawful contributions or
                  unlawful gifts with respect to customers or suppliers of
                  Spectrum, or has made any unlawful expenditures relating to
                  political activity of government officials or others, or
                  established or maintained any unlawful or unrecorded funds.
                  Neither Spectrum nor any director, officer or employee
                  (including the Deans) or, to the Deans' knowledge, any agent
                  or other person acting on behalf of Spectrum has accepted or
                  received any unlawful contributions, or unlawful payments, or
                  unlawful gifts; and


(ffff)            the Vendor is acquiring Global's Shares for the Vendor's own
                  account for investment and not as a nominee or agent for or
                  for the benefit of any other person and that the Vendor has no
                  present intention of distributing or reselling any of Global's
                  Shares in violation of federal or state securities laws.


2.2 The representations and warranties of the Vendor and the Founder contained
in this Agreement shall be true at the Time of Closing as though they were made
at the Time of Closing and they shall survive the completion of the transactions
contemplated under this Agreement and remain in full force and effect thereafter
for the benefit of Global for a period of 36 months from the time of Closing
after which they shall expire and be of no further force or effect.


2.3 In order to induce the Vendor and the Founder to enter into this Agreement
and complete their respective transactions contemplated hereunder, Global Canada
represents and warrants to the Vendor and the Founder that:


(a)               Global Canada was and remains duly incorporated and validly
                  subsisting under the laws of British Columbia and:


(i)                        Global Canada is a "reporting issuer" as that term is
                           defined in the Securities Act;


(ii)                       Global Canada will be in good standing with respect
                           to the filing of annual reports with the B.C.
                           Registrar of Companies on or before the Time of
                           Closing;


<PAGE>   17
                                      -17-


(iii)                      Global Canada's common shares are listed and, as of
                           the Effective Date, posted for trading on The Toronto
                           Stock Exchange, and to the best of its knowledge,
                           Global Canada is not in material default of any of
                           the listing requirements of the TSE; and


(iv)                       Global Canada is a reporting issuer in British
                           Columbia and Ontario and Global Canada is not, to the
                           best of its knowledge, in material default of any of
                           the requirements of the applicable Securities Rules
                           of those jurisdictions;


(b)               as of the Effective Date:


(i)                        the authorized share capital of Global Canada
                           consisted of 100,000,000 common shares without par
                           value and 20,000,000 convertible voting preferred
                           shares without par value, of which 18,583,673 common
                           shares were issued and outstanding;


(ii)                       there are no commitments, plans or arrangements of
                           any kind whatsoever to issue shares of Global Canada,
                           nor are there any outstanding options, warrants,
                           convertible securities or other rights of any kind
                           whatsoever calling for the issuance of any of the
                           unissued shares of Global Canada save and except as
                           disclosed in Schedule "O" to this Agreement;


(c)               Global holds all material licences and permits that are
                  required for carrying on its business in the manner in which
                  such business has been and is now being carried on;


(d)               the audited financial statements of Global for its fiscal year
                  ended June 30, 1999 and the unaudited financial statements of
                  Global for the interim nine month period of its current fiscal
                  year ending March 31, 2000 (collectively "Global's Financial
                  Statements"), copies of which appear as Schedule "E" to this
                  Agreement, present fairly and accurately the financial
                  position and results of the operations of Global for the
                  periods then ended and Global's Financial Statements have been
                  prepared in accordance with generally accepted accounting
                  principles applied on a consistent basis;


(e)               the books and records of Global disclose all material
                  financial transactions of Global since March 31, 2000 and such
                  transactions have been fairly and accurately recorded;


<PAGE>   18
                                      -18-


(f)               except as disclosed in Global's Financial Statements, Global
                  has not guaranteed or agreed to guarantee any debt, liability
                  or other obligation of any kind whatsoever of any person, firm
                  or corporation of any kind whatsoever;


(g)               since March 31, 2000, there has not been any material adverse
                  change of any kind whatsoever in the financial position of
                  Global or any damage or loss materially adversely affecting
                  the business or assets of Global or the right or capacity of
                  Global to carry on its business;


(h)               there are no liabilities of Global, whether direct, indirect,
                  absolute, contingent or otherwise which are not disclosed or
                  reflected in Global's Financial Statements except those
                  incurred in the ordinary course of business of Global since
                  March 31, 2000 which are recorded in the books and records of
                  Global;


(i)               all tax returns and reports of Global required by law to have
                  been filed have been filed and are substantially true,
                  complete and correct and all taxes and other government
                  charges of any kind whatsoever have been paid or accrued in
                  Global's Financial Statements;


(j)               Global has been assessed for federal, state and provincial
                  income tax for all full or partial fiscal years to and
                  including its fiscal year ended June 30, 1999;


(k)               adequate provision has been made for taxes payable by Global
                  for the current period for which tax returns are not yet
                  required to be filed and there are no agreements, waivers or
                  other arrangements of any kind whatsoever providing for an
                  extension of time with respect to the filing of any tax return
                  by, or payment of, any tax or governmental charge of any kind
                  whatsoever by Global;


(l)               it is not aware of any contingent tax liabilities of any kind
                  whatsoever or any grounds which would prompt a reassessment
                  including aggressive treatment of income and expenses in
                  earlier tax returns filed;


(m)               Global has made all collections, deductions, remittances and
                  payments of any kind whatsoever and filed all reports and
                  returns required by it to be made or filed under the
                  provisions of all applicable statutes requiring the making of
                  collections, deductions, remittances or payments of any kind
                  whatsoever in those jurisdictions in which it carries on
                  business;


(n)               to the best of its knowledge, there are no material actions,
                  suits, judgments, investigations or proceedings of any kind
                  whatsoever outstanding, pending or threatened against or
                  affecting Global at law or in equity or before or by any



<PAGE>   19
                                      -19-


                  federal, provincial, state, municipal or other governmental
                  department, commission, board, bureau or agency of any kind
                  whatsoever;


(o)               to the best of its knowledge, Global is not in breach of any
                  law, ordinance, statute, regulation, by-law, order or decree
                  of any kind whatsoever;


(p)               Global has good and sufficient right and authority to enter
                  into this Agreement and complete its transactions contemplated
                  under this Agreement on the terms and conditions set forth
                  herein;


(q)               to the best of its knowledge, the execution and delivery of
                  this Agreement, the performance of its obligations under this
                  Agreement and the completion of its transactions contemplated
                  under this Agreement will not:


(i)                        conflict with, or result in the breach of or the
                           acceleration of any indebtedness under, or constitute
                           default under, the Memorandum or Articles of Global
                           Canada or any indenture, mortgage, agreement, lease,
                           licence or other instrument of any kind whatsoever to
                           which Global is a party or by which it is bound, or
                           any judgment or order of any kind whatsoever of any
                           court or administrative body of any kind whatsoever
                           by which Global is bound; and


(ii)                       result in the violation of any material law or
                           regulation of any kind by Global;


(r)               Global has not incurred any liability for broker's or finder's
                  fees of any kind whatsoever with respect to this Agreement or
                  any transaction contemplated under this Agreement;


(s)               Schedule "P" to this Agreement contains an accurate, complete
                  and comprehensive list of all computer systems, including
                  hardware, software, firmware, middleware, software libraries,
                  software tools, the object and source codes relating thereto
                  and the design, technical and user documentation relating
                  thereto used by Global in whatever form and media in the
                  conduct and operation of Global's business except such as are
                  commercially available in the marketplace (collectively,
                  "Global's Computer Systems"), and also Global's Computer
                  Systems that were created by the employees, officers and
                  directors of Global and/or consultants under contract with
                  Global ("Global's In-house Computer Systems") (collectively,
                  Global's Computer Systems and Global's In-house Computer
                  Systems are defined as "Global's Computer Programs");


<PAGE>   20
                                      -20-


(t)               Global's In-house Computer Systems set forth in Schedule "P"
                  are owned by Global and are used in Global's business;


(u)               Global is the sole legal and beneficial owner of Global's
                  Computer Programs and holds all right, title and interest in
                  and to Global's Computer Programs free and clear of all liens,
                  charges and encumbrances whatsoever and to any licenses of
                  Global's Computer Programs granted by Global in the ordinary
                  course of its business and Global has no notice of any adverse
                  claim of ownership in any of Global's Computer Programs; and


(v)               except as disclosed in Schedule "P" to this Agreement,
                  Global's In-house Computer Systems are original works and
                  Global's use of Global's In-house Computer Systems to the best
                  of their knowledge does not infringe the industrial or
                  intellectual property rights of any person in the United
                  States, Canada or any other country where Global currently has
                  customers.


2.4 The representations and warranties of Global contained in this Agreement,
except for those set forth in subparagraph 1.3(b) of this Agreement, shall be
true at the Time of Closing as though they were made at the Time of Closing and
they, together with those set forth in subparagraph 1.3(b), shall survive the
completion of the transactions contemplated under this Agreement and remain in
full force and effect thereafter for the benefit of the Vendor and the Founder
for a period of 36 months from the time of Closing after which they shall expire
and be of no further force or effect.


3. PURCHASE AND SALE


3.1 Subject to the terms and conditions of this Agreement, the Vendor agrees to
sell her Spectrum Shares to Global, and Global agrees with the Vendor to
purchase her Spectrum Shares, on the Closing Date for the sum of US$4,000,000
(the "Purchase Price").


3.2 Global shall pay the Purchase Price to the Vendor as follows:


(a)               by the payment of US$1,600,000 (the "Cash Payment") as
                  follows:


<PAGE>   21
                                      -21-


<TABLE>
<S>                        <C>                                      <C>
(i)                        on the Closing Date: (the "Initial       US$600,000
                           Payment")


(ii)                       on the first anniversary of the Closing  US$333,334
                           Date:


(iii)                      on the second anniversary of the         US$333,333
                           Closing Date:


(iv)                       on the third anniversary of the Closing  US$333,333
                           Date:


                           Total Cash Payment:                      US$1,600,000
                                                                    ============
</TABLE>

(b)               by the issuance on the Closing Date of a total of 1,600,000
                  common shares of Global Canada ("Global's Shares") at a deemed
                  price of CDN$2.09 per Global's Share, of which 500,000 common
                  shares (the "Escrowed Shares") will be held until the second
                  anniversary of the Closing Date by an escrow agent set forth
                  in, and on the terms and conditions set forth in, an escrow
                  agreement attached as Schedule "Q" to this Agreement.


3.3 The Vendor acknowledges to and agrees with Global that Global's Shares will
be subject to resale restrictions imposed under applicable securities laws and
the rules of regulatory bodies having jurisdiction and that the certificates
issued for Global's Shares will bear a legend in substantially the following
form:


                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
                  BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
                  AS AMENDED (THE "1933 ACT") NOR THE SECURITIES ACT OF ANY
                  STATE OF THE UNITED STATES, THESE SECURITIES MAY NOT BE
                  OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED
                  UNLESS THEY ARE OFFERED FOR SALE, SOLD OR OTHERWISE
                  TRANSFERRED OR ASSIGNED (A) TO THE COMPANY, (B) OUTSIDE THE
                  UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
                  UNDER THE 1933 ACT, OR (C) PURSUANT TO AN EXEMPTION FROM
                  REGISTRATION AFTER PROVIDING A SATISFACTORY LEGAL OPINION TO
                  THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
                  "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK
                  EXCHANGES IN CANADA. PROVIDED THAT THE COMPANY IS A "FOREIGN
                  ISSUER" AS THAT TERM IS DEFINED BY REGULATION S UNDER THE 1933
                  ACT AT THE TIME OF SALE, A NEW CERTIFICATE, BEARING NO LEGEND,
                  DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE
                  OBTAINED FROM PACIFIC CORPORATE TRUST COMPANY, UPON DELIVERY
                  OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM
                  SATISFACTORY TO PACIFIC CORPORATE TRUST COMPANY, THE COMPANY
                  AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES
                  REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904
                  OF REGULATION S UNDER THE U.S. SECURITIES ACT."


<PAGE>   22
                                      -22-


3.4 The sale and purchase contemplated under this Agreement shall, when
completed on the Closing Date, take effect as of the close of business on the
Effective Date and from such time to the Closing Date the business of Spectrum
shall be carried on by the Vendor and the Founder in the ordinary course for
the account of Global.


4. COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS


4.1 The Vendor, the Founder and Spectrum jointly and severally covenant and
agree with Global that the Vendor, the Founder and Spectrum shall:


(a)               from and including the Effective Date through to and including
                  the Time of Closing, permit Global, through its directors,
                  officers, employees and authorized agents and representatives
                  (collectively the "Purchaser's Representatives") at its own
                  cost, full access to Spectrum's books, records and property
                  including, without limitation, all of the Assets, contracts
                  and minute books of Spectrum, so as to permit Global to make
                  such investigation ("Global's Investigation") of Spectrum as
                  Global deems necessary;


(b)               from and including the Effective Date through to and including
                  the Time of Closing, do all such acts and things reasonably
                  necessary to ensure that all of the representations and
                  warranties of the Vendor and the Founder contained in this
                  Agreement or any certificates or documents delivered by them
                  or any one of them pursuant to this Agreement remain true and
                  correct; and


(c)               from and including the Effective Date through to and including
                  the Time of Closing, preserve and protect the goodwill,
                  Assets, business and undertaking of Spectrum and, without
                  limiting the generality of the foregoing, carry on the
                  business of Spectrum in a reasonable and prudent manner.


4.2 The Vendor, the Founder and Spectrum jointly and severally covenant and
agree with Global that, from and including the Effective Date through to and
including the Time of Closing, the Vendor, the Founder and Spectrum shall not
negotiate with any other person in respect of a purchase and sale of any of the
Spectrum Shares or all or substantially all of the Assets, other than a sale of
part of the Assets and inventory in the ordinary course of Spectrum's business.


4.3 The Vendor and the Founder jointly and severally acknowledge to and agree
with Global that Global's Investigation shall in no way limit or otherwise
adversely affect the rights of Global as provided for hereunder in respect of
the representations and warranties of the Vendor and the Founder contained in
this Agreement or any certificates or documents delivered by them pursuant to
this Agreement.


<PAGE>   23
                                      -23-


4.4 Global covenants and agrees with the Vendor, the Founder and Spectrum that
Global shall:


(a)               from and including the Effective Date through to and including
                  the Time of Closing, permit the Vendor and the Founder
                  themselves and through their authorized agents and
                  representatives (collectively the "Deans' Representatives") at
                  their own cost, full access to Global's property, books and
                  records including, without limitation, all of the assets,
                  contracts and minute books of Global, so as to permit the
                  Deans' Representatives to make such investigation (the "Deans'
                  Investigation") of Global as the Vendor and the Founder deem
                  necessary; and


(b)               from and including the Effective Date through to and including
                  the Time of Closing, do all such acts and things necessary to
                  ensure that all of the representations and warranties of
                  Global contained in this Agreement or any certificates or
                  documents delivered by it pursuant to this Agreement remain
                  true and correct.


4.5 Global acknowledges to and agrees with the Vendor and the Founder that the
Deans' Investigation shall in no way limit or otherwise adversely affect the
rights of the Vendor and the Founder as provided for hereunder in respect of the
representations and warranties of Global contained in this Agreement or any
certificates or documents delivered by it pursuant to this Agreement.


4.6 Global acknowledges that the Vendor is a guarantor of obligations of
Spectrum (the "Guarantees") under the leases of personal property as more
particularly described in Schedule "K" to this Agreement and Global covenants
and agrees with the Vendor to use its best efforts to obtain a release of the
Vendor's personal liability under the Guarantees at the earliest time following
the Closing Date. Following the Closing Date, Global shall indemnify and save
harmless the Vendor from and against any and all liability, claims, debts,
demands, suits, actions, penalties, fines, losses, costs (including legal fees
and disbursements as charged by a lawyer to his own client), damages and
expenses of any kind whatsoever which may be brought or made against the Vendor
by any person, firm or corporation of any kind whatsoever or which may be
suffered or incurred by the Vendor, directly or indirectly, arising out of or as
a consequence of the Guarantees.


4.7 Global acknowledges that the Vendor shall continue as an employee of
Spectrum until December 31, 2000 on the terms set out in Schedule "C" hereto and
may thereafter enter a consulting arrangement with Spectrum on terms acceptable
to Purchaser.


5. INDEMNITY


5.1 Notwithstanding the completion of the transactions contemplated under this
Agreement or Global's Investigation, the representations, warranties and
acknowledgements of


<PAGE>   24
                                      -24-


the Vendor and the Founder or any one of them contained in this Agreement or any
certificates or documents delivered by them or any one of them pursuant to this
Agreement shall survive the completion of the transactions contemplated by this
Agreement and shall continue in full force and effect thereafter for the benefit
of Global. If any of the representations, warranties or acknowledgements given
by the Vendor and the Founder or any one of them in this Agreement are found to
be untrue or there is a breach of any covenant or agreement in this Agreement on
the part of the Vendor and the Founder or any one of them, the Vendor and the
Founder shall jointly and severally indemnify and save harmless Global from and
against any and all liability, claims, debts, demands, suits, actions,
penalties, fines, losses, costs (including legal fees and disbursements as
charged by a lawyer to his own client), damages and expenses of any kind
whatsoever which may be brought or made against Global by any person, firm or
corporation of any kind whatsoever or which may be suffered or incurred by
Global, directly or indirectly, arising out of or as a consequence of any such
misrepresentation or breach of warranty, acknowledgement, covenant or agreement.
Without in any way limiting the generality of the foregoing, this shall include
any loss of any kind whatsoever which may be suffered or incurred by Global,
directly or indirectly, arising out of any material liability, assessment,
reassessment or similar item levied upon or incurred by Spectrum for any tax,
interest and/or penalties for any period up to and including the Closing Date
and all claims, demands, costs (including legal fees and disbursements as
charged by a lawyer to his own client) and expenses of any kind whatsoever in
respect of the foregoing.


5.2 Notwithstanding the completion of the transactions contemplated under this
Agreement or the Deans' Investigation, the representations, warranties and
acknowledgements of Global contained in this Agreement or any certificates or
documents delivered by it pursuant to this Agreement shall survive the
completion of the transactions contemplated by this Agreement and shall continue
in full force and effect thereafter for the benefit of the Deans. If any of the
representations, warranties or acknowledgements given by Global in this
Agreement are found to be untrue or there is a breach of any covenant or
agreement in this Agreement on the part of Global, Global shall indemnify and
save harmless the Deans from and against any and all liability, claims, debts,
demands, suits, actions, penalties, fines, losses, costs (including legal fees
and disbursements as charged by a lawyer to his own client), damages and
expenses of any kind whatsoever which may be brought or made against the Deans
by any person, firm or corporation of any kind whatsoever or which may be
suffered or incurred by the Vendor or the Founder, directly or indirectly,
arising out of or as a consequence of any such misrepresentation or breach of
warranty, acknowledgement, covenant or agreement.


6. CONDITIONS PRECEDENT


6.1 Global's obligation to carry out the terms of this Agreement and to complete
its transactions contemplated under this Agreement is subject to the fulfilment
to the satisfaction of Global of each of the following conditions that:


(a)               on or before the Time of Closing, Global shall have directly,
                  or indirectly through Spectrum, entered into the following
                  agreements:


<PAGE>   25
                                      -25-


(i)                        written employment agreements with Jeffrey Dean, Tae
                           Kim, John Elder and David Dean (the "Employment
                           Agreements"), the form of which appear in Schedule
                           "F" to this Agreement; and


(ii)                       written non-compete agreements with Jeffrey Dean and
                           Deborah Dean (the "Non-Compete Agreements"), the form
                           of which appear in Schedule "F" to this Agreement;


(b)               at the Time of Closing, the directors of Spectrum shall
                  consist of Deborah M. Dean, T. Neil Dean and Jeffrey W. Dean;


(c)               at the Time of Closing, the solicitors for the Vendor and the
                  Founder shall provide an opinion dated as of the Closing Date,
                  the form of which appears as Schedule "G" to this Agreement;
                  and


(d)               as of the Time of Closing, the representations and warranties
                  of the Vendor and the Founder or any one of them referred to
                  in paragraph 1.1 of this Agreement, contained elsewhere in
                  this Agreement or contained in any certificates or documents
                  delivered by them or any one of them pursuant to this
                  Agreement shall be true and correct as if such representations
                  and warranties had been made by the Vendor and the Founder as
                  of the Time of Closing.


The conditions set forth above are for the exclusive benefit of Global and may
be waived by Global in whole or in part on or before the Time of Closing.


6.2 The Deans' respective obligations to carry out the terms of this Agreement
and to complete their respective transactions contemplated under this Agreement
are subject to the fulfilment to their satisfaction of each of the following
conditions that:


(a)               at the Time of Closing, the solicitors for Global Canada shall
                  provide an opinion dated as of the Closing Date, the form of
                  which appears as Schedule "H" to this Agreement; and


(b)               at the Time of Closing, the representations and warranties of
                  Global referred to in paragraph 1.3 of this Agreement,
                  contained elsewhere in this Agreement or contained in any
                  certificates or documents delivered by it pursuant to this
                  Agreement shall be true and correct as if such representations
                  and warranties had been made by Global as of the Time of
                  Closing.


The conditions set forth above are for the exclusive benefit of each of the
Vendor and the Founder and may be waived by each of them in whole or in part on
or before the Time of Closing.


<PAGE>   26
                                      -26-


6.3 The parties acknowledge and agree each with the other that this Agreement
and all of the transactions contemplated under this Agreement have been approved
("Regulatory Approval") by the Toronto Stock Exchange ("TSE") and Global Canada
warrants that it has all requisite approvals to issue Global's Shares. The
parties also acknowledge that the TSE, by way of a letter dated August 28, 2000,
from the TSE to Global Canada, that the TSE accepted notice of this Agreement
and has conditionally approved for listing Global's Shares.


7. CLOSING


7.1 The completion of the transactions contemplated under this Agreement shall
be closed at the offices of Messrs. Gowling Lafleur Henderson LLP, P.O. Box
49122, 2300 - 1055 Dunsmuir Street, Vancouver, British Columbia at 9:00 o'clock
a.m. local time in Vancouver, B.C. (the "Time of Closing") on September 29, 2000
or such other date as the parties may agree upon in writing (the "Closing
Date").


7.2 At the Time of Closing, the Vendor and the Founder shall deliver to the
solicitors for Global:


(a)               a certified true copy of the resolutions of the directors of
                  Spectrum evidencing that the directors of Spectrum have
                  approved this Agreement and all of the transactions of
                  Spectrum contemplated hereunder and the resolutions shall
                  include specific reference to:


(i)                        the approval of the sale and transfer of Spectrum
                           Shares from the Vendor to Global as provided for in
                           this Agreement;


(ii)                       the cancellation of the share certificate (the "Old
                           Share Certificate") representing Spectrum Shares held
                           as set forth in paragraph B of the recitals to this
                           Agreement; and


(iii)                      the issuance of a new share certificate (the "New
                           Share Certificate") representing Spectrum Shares
                           registered in the name of Global USA;


(b)               the Old Share Certificate;


(c)               the New Share Certificate;


(d)               the Employment Agreements referred to in subparagraph 5.1(a)
                  of this Agreement;


<PAGE>   27
                                      -27-


(e)               the Non-Compete Agreement referred to in subparagraph 5.1(a)
                  of this Agreement;


(f)               the solicitor's opinion referred to in subparagraph 5.1(c) of
                  this Agreement;


(g)               a certificate of confirmation signed by the Vendor and the
                  Founder in the form attached as Schedule "I" to this
                  Agreement; and


(h)               any other materials that are, in the opinion of the solicitors
                  for Global, reasonably required to complete the transactions
                  contemplated under this Agreement in the manner herein
                  provided.


7.3 At the Time of Closing, Global shall deliver to the solicitors for the
Vendor and the Founder:


(a)               certified true copies of the resolutions of the directors of
                  Global Canada evidencing that the directors of Global Canada
                  have approved this Agreement and all of the transactions of
                  Global Canada contemplated hereunder;


(b)               evidence that Regulatory Approval has been obtained;


(c)               the Initial Cash Payment as provided for in subparagraph
                  2.2(a) of this Agreement by way of certified funds;


(d)               share certificates representing Global's Shares registered in
                  the name of the Vendor as provided for in subparagraph 2.2(b)
                  of this Agreement;


(e)               the solicitor's opinion referred to in subparagraph 5.2(a) of
                  this Agreement;


(f)               a certificate of confirmation signed by two directors or
                  officers of Global Canada in the form attached as Schedule "J"
                  to this Agreement; and


(g)               any other materials that are, in the opinion of the solicitors
                  for the Vendor, reasonably required to complete the
                  transactions contemplated under this Agreement in the manner
                  herein provided.


<PAGE>   28
                                      -28-


8. GENERAL


8.1 Time and each of the terms and conditions of this Agreement shall be of the
essence of this Agreement and any waiver by the parties of this paragraph 7.1 or
any failure by them to exercise any of their rights under this Agreement shall
be limited to the particular instance and shall not extend to any other instance
or matter in this Agreement or otherwise affect any of their rights or remedies
under this Agreement.


8.2 The Schedules to this Agreement incorporated by reference and the recitals
to this Agreement constitute a part of this Agreement.


8.3 This Agreement constitutes the entire Agreement between the parties hereto
in respect of the matters referred to herein and there are no representations,
warranties, covenants or agreements, expressed or implied, collateral hereto
other than as expressly set forth or referred to herein.


8.4 The headings in this Agreement are for reference only and do not constitute
terms of the Agreement.


8.5 The provisions contained in this Agreement which, by their terms, require
performance by a party to this Agreement subsequent to the Closing Date of this
Agreement, shall survive the Closing Date of this Agreement.


8.6 No alteration, amendment, modification or interpretation of this Agreement
or any provision of this Agreement shall be valid and binding upon the parties
hereto unless such alteration, amendment, modification or interpretation is in
written form executed by the parties directly affected by such alteration,
amendment, modification or interpretation.


8.7 Whenever the singular or masculine is used in this Agreement the same shall
be deemed to include the plural or the feminine or the body corporate as the
context may require.


8.8 The parties hereto shall execute and deliver all such further documents and
instruments and do all such acts and things as any party may, either before or
after the Closing Date, reasonably require in order to carry out the full intent
and meaning of this Agreement.


8.9 Any notice, request, demand and other communication to be given under this
Agreement shall be in writing and shall be delivered by hand or by telecopier to
the parties at their following respective addresses:


<PAGE>   29
                                      -29-


(a)               To the Vendor, the Founder or Spectrum:


                  Deborah and Jeffrey Dean
                  22006 - 100th Avenue West
                  Edmonds, Washington
                  USA 98020
                  Telecopier: (425) 778-1163


                  with a copy to:


                  Borden Ladner Gervais
                  1200 Waterfront Centre
                  200 Burrard Street
                  Vancouver, BC
                  Canada V7X 1T2
                  Attention: Ron L. Bozzer, Esq.
                  Telecopier: (604) 622-5834


(b)               To Global:


                  Global Election Systems Inc.
                  1611 Wilmeth Road
                  McKinney, Texas
                  USA 75069-8250
                  Attention: Robert J. Urosevich, President
                  Telecopier: (972) 542-6044


                  with a copy to:


                  Winstead Sechrest & Minick P.C.
                  5400 Renaissance Tower
                  1201 Elm Street
                  Dallas, Texas
                  USA 75270
                  Attention: Brice Tarzwell, Esq.
                  Telecopier: (214) 745-5390


or to such other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph, and shall be deemed to have been
received, if delivered by hand, on the date of delivery, or if delivered by
telecopier, on the date that it is sent.


8.10 This Agreement may not be assigned by any party hereto without the prior
written consent of all of the parties hereto.


8.11 This Agreement shall be subject to, governed by, and construed in
accordance with the laws applicable in the Province of British Columbia.


<PAGE>   30
                                      -30-


8.12 This Agreement may be signed by the parties in as many counterparts as may
be deemed necessary, each of which so signed shall be deemed to be an original,
and all such counterparts together shall constitute one and the same
instrument.


IN WITNESS WHEREOF the parties have hereunto set their hands and seals as of the
Effective Date first above written.


Signed, Sealed and Delivered by             Signed, Sealed and Delivered by
DEBORAH M. DEAN in the presence of:         JEFFREY W. DEAN in the presence of:

/s/ Ron L. Bozzer                           /s/ Ron L. Bozzer
-----------------------------------         --------------------------------
Signature of Witness                        Signature of Witness

Name: Ron L. Bozzer                         Name: Ron L. Bozzer
     ------------------------------              --------------

Address: 1200 Waterfront Centre,            Address: 1200 Waterfront Centre,
        ---------------------------                 ------------------------

200 Burrard Street, Vancouver,              200 Burrard Street, Vancouver,
BC Canada                                   BC Canada
-----------------------------------         --------------------------------

Occupation: Lawyer                          Occupation: Lawyer
            -----------------------                     --------------------



)                                           )
)                                           )
)                                           )
)      /s/ Deborah M. Dean                  )      /s/ Jeffrey W. Dean
)      ----------------------------         )      -------------------------
)      DEBORAH M. DEAN                      )      JEFFREY W. DEAN
)                                           )
)                                           )
)                                           )
)                                           )
)                                           )
)                                           )
)                                           )
)                                           )


<PAGE>   31
                                      -31-


The Corporate Seal of SPECTRUM              )
PRINT & MAIL SERVICES, LTD. was             )
hereunto affixed in the presence of:        )
                                            )
/s/ Deborah M. Dean                         )
------------------------------------        )              C/S
Authorized Signatory                        )
                                            )
                                            )
------------------------------------        )
Authorized Signatory                        )



                                            The Corporate Seal of GLOBAL
                                            ELECTION SYSTEMS INC. was hereunto
                                            affixed in the presence of:

                                            /s/ Robert J. Urosevich
                                            ------------------------------------
                                            Authorized Signatory


                                            ------------------------------------
                                            Authorized Signatory




The Corporate Seal of GLOBAL                )
ELECTION SYSTEMS, INC. was hereunto         )
affixed in the presence of:                 )
                                            )
/s/ Robert J. Urosevich                     )
------------------------------------        )
Authorized Signatory                        )              C/S
                                            )
------------------------------------        )
Authorized Signatory                        )



<PAGE>   32

                                  SCHEDULE "A"

             LIST OF ASSETS OF SPECTRUM PRINT & MAIL SERVICES, LTD.

A. LIST OF ASSETS AND ENCUMBRANCES


<PAGE>   33
                                      -2-



                     SPECTRUM LTD. FURNITURE & FIXTURES LIST

LOCATION:         HEADQUARTERS
                  6920 220TH ST SW, STE 206
                  MOUNTLAKE TERRACE, WA 98043

<TABLE>
<CAPTION>
DESCRIPTION                                                                  QTY
<S>                                                                          <C>
3 drawer small roll-away file cabinet                                        1
5.5 ft standing book shelf                                                   1
6' Black book case                                                           1
Breakroom Table w/4 chairs                                                   1
Coat Hanger                                                                  1
Cubicle Desk (front desk)                                                    1
Dayton Standing 2dr Supply Cabinet                                           1
First Alert Combination Safe                                                 1
Folding work table                                                           1
HON 2 drawer lateral filing cabinet (Black)                                  1
HON 2 drawer lateral filing cabinet (White)                                  2
HON 4 drawer lateral filing cabinet                                          1
HON 2 door Supply Cabinet                                                    1
Leather Couch                                                                1
Leather Love Seat                                                            1
Meeting/Guest table                                                          1
Microwave Oven                                                               1
Office Chair                                                                 11
Refrigerator                                                                 1
Sectional Desk 6 drawers (Grey)                                              1
Sectional Desk w/2 overhead filing cab (Black)                               1
Small 2 shelf book shelf                                                     1
Studio RTA Computer Desk                                                     5
Waiting room end table                                                       1
Waiting room/guest chairs                                                    7
White board                                                                  1
White printer table                                                          1
Wood & Metal supply shelves                                                  1
Wooden Desk w/2 drawers                                                      2
Wooden Desk w/5 drawers                                                      1
Wooden desk w/6 drawers                                                      2
Wooden roll-away office desk                                                 1
Wooden Table 4 drawers, 2 cabinets                                           1
</TABLE>


<PAGE>   34
                                      -3-


LOCATION:         PARK TERRACE
                  22314 70TH AVE, STE F
                  MOUNTLAKE TERRACE, WA 98043

<TABLE>
<CAPTION>
DESCRIPTION                                                                  QTY
<S>                                                                          <C>
Bookshelf                                                                    1
Coat Hanger                                                                  1
Cork Board                                                                   1
Drafting Chairs                                                              5
File Cabinets                                                                3
Industrial Shelves                                                           3 scts
Ladders                                                                      2
Lunch Table                                                                  1
Meeting/Guest table                                                          1
Microwave                                                                    1
Office Cabinets                                                              1
Office Chairs                                                                2
Office Desks                                                                 1
Press Chairs                                                                 2
Propane Heater                                                               1
Refrigerator                                                                 1
Rolling Tables                                                               6
Space Heaters                                                                2
Stationary Chairs                                                            5
Stationary Tables                                                            8
Stock Shelves                                                                4 scts
Studio RTA Computer Desk                                                     1
Toaster Oven                                                                 1
Tool Chest                                                                   1
Vacuum                                                                       1
Waiting Room/Guest Chairs                                                    2
White Boards                                                                 3
</TABLE>


<PAGE>   35
                                      -4-


LOCATION:         SOUTH SAN FRANCISCO
                  471 LITTLEFIELD AVE SO. SAN FRANCISCO, CA 94080

<TABLE>
<CAPTION>
DESCRIPTION                                                                  QTY
<S>                                                                          <C>
2D Filling Cab.                                                              1
36" round Table                                                              1
Bissell Vacuum                                                               1
Brother Fax Machine                                                          1
Desk                                                                         1
Folding Chairs                                                               4
Folding Tables                                                               7
Microwave                                                                    1
Rack Shelving 24x48x72                                                       4
Refrigerator                                                                 1
Rolling File Cab.                                                            2
Rolling Work Carts                                                           6
Shop Vacuum                                                                  1
Whiteboard                                                                   2
Work Station                                                                 1
Work Station Chairs                                                          4
</TABLE>

                             CAPITAL EQUIPMENT LIST
                            3145 THUNDERBIRD CRESCENT
                                  BURNABY, B.C.


<TABLE>
<CAPTION>
EQUIPMENT DESCRIPTION                         SERIAL NUMBER               ACQUISITION DATE
---------------------                         -------------               ----------------
<S>                                           <C>                         <C>
Gateway 2000 Server                           0006761966                  08/21/96
Gateway 2000 WorkStation 1                    0005663223                  11/18/95
Gateway 2000 WorkStation 2                    0008260465                  06/19/97
Gateway 2000 WorkStation 3                    0007375413                  03/12/97
Gateway 2000 WorkStation 4                    8260466                     03/12/97
Euroline Printer 1                            147297                      08/01/98
Euroline Printer 2                            100108                      08/01/98
Super Stack II Dual Speed Hub                 7YAF005635                  10/28/97
Sun SPARCstation 20                           538F0524                    11/30/95
Xerox DocuPrint 390HC                         4V1-015985                  11/30/95
Xerox Xprint 4915 Plus                        1WW-012479                  11/12/96
XeroxDocuPrint N40 A                          W7F-035657                  07/30/99
Northstar Key Telephone System                n/a                         05/15/97
</TABLE>


<PAGE>   36
                                      -5-


                             CAPITAL EQUIPMENT LIST
                            22314 - 70TH AVENUE WEST
                              MOUNTLAKE TERRACE, WA


<TABLE>
<CAPTION>
EQUIPMENT DESCRIPTION                         SERIAL NUMBER               ACQUISITION DATE
---------------------                         -------------               ----------------
<S>                                           <C>                         <C>
Xeikon DCP50/D A                              01-01128                    06/12/98
Xeikon DCP50/D B                              01-01256                    09/23/98
Spartanics T-30/M500 A                        8653                        06/12/98
Spartanics T-30/M500 B                        9704                        12/17/99
Winder/Re-winder unit A                       101                         06/12/99
Winder/Re-winder unit B                       102                         12/17/99
Champion 305XD manual cutter                  98X298                      06/12/98
Rosback 223 perf machine                      22383996                    10/07/98
Beseler shrinkwrap table 2016-MB-SL           798624                      10/23/98
Beseler shrinkwrap tunnel T-16-8-D            898633                      10/23/98
Stahl folder w/right angle attachment         FS49A                       12/17/99
Craftsman 40gal air compressor                301549                      08/23/98
Craftsman 40gal air compressor                9916143686                  12/17/99
Gateway E4200 Computer (S)                    10405316                    07/27/98
Gateway E4200 Computer (WS)                   10403487                    07/27/98
Apple Mac G-3 Computer (WS)                   56909BX6FQ2                 04/21/99
Brother MFC 1970 Message Centre               D97883552                   07/22/99
Cisco 1600 Router                             7959630                     07/07/98
Asante 10T Hub/8                              339M1120                    06/12/98
Adtram TSU LT                                 822B1120                    06/12/98
Nissan Forklift                               74279                       06/12/98
Attrix HCTV Toner Vac                         H-2118                      06/12/98
Pallet Jack                                   3593                        07/13/98
Iomega 250 Zip drive                          P9GW070140                  03/12/99
Pelouze 4010 Scale                            9903 56994                  11/17/99
</TABLE>


<PAGE>   37
                                      -6-


                                CAPITAL EQUIPMENT
                            22314 - 70TH AVENUE WEST
                              MOUNTLAKE TERRACE, WA


<TABLE>
<CAPTION>
EQUIPMENT DESCRIPTION                         SERIAL NUMBER               ACQUISITION DATE
---------------------                         -------------               ----------------
<S>                                           <C>                         <C>
XeroxDocuPrint N40 B                          W7F-037983                  09/09/99
Lexmark Optra K 1220                          1106847                     09/11/98
Static Bar                                    n/a                         01/11/99
Static Bar                                    n/a                         04/05/99
GTE Phones                                    36701238                    07/01/98
GTE Phones                                    36701405                    07/01/98
GTE Phones                                    35700293                    07/01/98
GTE Phones                                    31700076                    07/01/98
GTE Phones                                    40900172                    07/01/98
ADT Security Keypad System                    n/a                         07/17/98
</TABLE>


                             CAPITAL EQUIPMENT LIST
                       6920 - 220TH STREET S.W., SUITE 206
                              MOUNTLAKE TERRACE, WA

<TABLE>
<CAPTION>
EQUIPMENT DESCRIPTION                         SERIAL NUMBER               ACQUISITION DATE
---------------------                         -------------               ----------------
<S>                                           <C>                         <C>
3 Comm Hub                                    TP 16c                      06/27/97
Astrocom NXI                                  Model CSU/DSU               06/27/97
CD-R 4012                                     00361-008275                11/15/98
Cisco 2514 Router                             n/a                         06/27/97
Compucare P333 Computer                       n/a                         08/11/98
Epson Color 800 Printer                       3HR0008286                  10/28/97
Gateway E-3100 Computer                       8260465                     10/27/97
Gateway E-3100 Computer                       8260466                     10/28/97
Gateway E-3110 Computer                       8977338                     03/05/98
Gateway E-3110 Computer                       8977337                     03/06/98
Gateway E-3110 Computer                       8977174                     03/07/98
Gateway E-4200 Computer                       11396721                    07/22/98
</TABLE>


<PAGE>   38
                                      -7-


<TABLE>
<S>                                           <C>                         <C>
Gateway E-4200 Computer                       10403486                    07/23/98
Gateway P5-166 Computer                       6386322                     09/09/96
Gateway E4200 Computer (WS)                   11396953                    07/27/98
Gateway Solo Laptop1                          898158                      02/14/98
Gateway Solo Laptop2                          898158                      01/19/00
General Datacom                               Model CSU/DSU               07/07/998
HP Magnetic Tape Drive                        91040720                    10/28/97
HP OfficeJet Fax Machine                      US664a10c5                  10/28/97
HP SureStore DAT24 Tape Drive                 GB00531541                  11/15/98
Lexmark Optra-N                               RS5-8728                    07/31/97
Meridian Key Telephone System                 n/a                         06/13/97
Umax Astra 1200s  Scanner                     H7502766300                 10/28/97
HP882C Deskjet Printer                        MY929111FX                  12/10/99
Zip Drive                                     PMAJ4428A2                  12/11/98
Dell Poweredge 2400 Server                    Many                        03/24/00
WEB Server Cabinets, Components               Many                        03/24/00
Laser Scanner                                 n/a                         05/05/97
</TABLE>


<PAGE>   39
                                      -8-


                             CAPITAL EQUIPMENT LIST
                               12400 IMPERIAL HWY
                                   NORWALK, CA


<TABLE>
<CAPTION>
EQUIPMENT DESCRIPTION                         SERIAL NUMBER               ACQUISITION DATE
---------------------                         -------------               ----------------
<S>                                           <C>                         <C>
Phillipsburg Inserter #1                      11-194190-6                 01/01/00
Phillipsburg Inserter #2                      01-190191-6                 01/01/00
MCS Pro 600 Inkjet System-Computer            5323912                     01/01/00
MCS Pro 600 Inkjet System-Monitor             IJE572                      01/01/00
MCS Pro 600 Inkjet System-Keyboard            7000573                     01/01/00
MCS Pro 600 Inkjet system-Mouse               63618-OEM                   01/01/00
Inkjet Printer                                A-10933                     01/01/00
Stream Feeder                                 27300237                    01/01/00
Server-Computer                               17174684                    01/01/00
Server-Monitor                                P912183024                  01/01/00
Server-Keyboard                               Q9320A3619                  01/01/00
Server-Mouse                                  LZE02052348                 01/01/00
Hub                                           DS14C98010676               01/01/00
</TABLE>



                             CAPITAL EQUIPMENT LIST
                                 471 LITTLEFIELD
                             SOUTH SAN FRANCISCO, CA


<TABLE>
<CAPTION>
EQUIPMENT DESCRIPTION                         SERIAL NUMBER               ACQUISITION DATE
---------------------                         -------------               ----------------
<S>                                           <C>                         <C>
Stall Folder W/ Right Angle                   24134                       01/01/2000
Beseler Shrink Warp                           11999938                    01/01/2000
Beseler Feed Table                            11999953                    01/01/2000
MCS Ink Jet                                   A10418                      01/01/2000
ISP Stapler                                   7258                        15/01/2000
Yale Forklift                                 Y437227                     01/01/2000
Pallet Jack                                   -                           01/01/2000
Gateway Computer - Server                     0077175367                  01/01/2000
Gateway Monitor                               P912186142                  01/01/2000
</TABLE>


<PAGE>   40
                                      -9-


<TABLE>
<S>                                           <C>                         <C>
Gateway Computer - Work Station               0017175366                  01/01/2000
Gateway Monitor                               P912186142                  01/01/2000
Lexmark Printer                               4069-212                    01/01/2000
Flowpoint Router                              905-00433-06                15/01/2000
SMC Hub                                       T184200349                  15/01/2000
HP Pavilion Computer                          US94756341                  01/02/2000
Sylvania Monitor F74                          LCAA1201397                 05/04/2000
Sylvania Monitor F74                          LCAA1201700                 05/04/2000
</TABLE>



The following are the "Permitted Encumbrances" on the Assets:

<TABLE>
<CAPTION>
SECURED PARTY                             BASE REGISTRATION NUMBER   GENERAL COLLATERAL
-------------                             ------------------------   ------------------
<S>                                       <C>                        <C>
U.S. Bank                                                            All inventory, chattel paper, accounts,
Business Banking Finance Centre                                      equipment and general intangibles; whether
1420 Fifth Avenue                                                    any of the foregoing is owned now or acquired
Seattle, Washington 98101                                            later; all accessions, additions,
                                                                     replacements, and substitutions relating to
                                                                     any of the foregoing; all records of any kind
                                                                     relating to any of the foregoing; all proceeds
                                                                     relating to any of the foregoing (including
                                                                     insurance, general intangibles and accounts
                                                                     proceeds) encumbrances in favour of those lessors
                                                                     of personal property set forth in Schedule "K"
</TABLE>


B.       BANK ACCOUNTS, TRUST ACCOUNTS OF SPECTRUM PRINT & MAIL SERVICES, LTD.,
         AND THE NAMES OF ALL PERSONS AUTHORIZED TO DRAW THEREON OR WHO HAVE
         ACCESS THERETO.

Spectrum maintains four (4) US dollar bank accounts with the U.S. Bank, account
numbers:

<TABLE>
<CAPTION>
ACCOUNT NUMBER               ACCOUNT TYPE            ADDRESS                          AUTHORIZED SIGNATURES
--------------               ------------            -------                          ---------------------
<S>                          <C>                     <C>                              <C>
8333292446                   Line of Credit          1420 Fifth Avenue                Deborah M. Dean
                                                     Seattle, WA 98101

1-535-0112-8406              Checking                140 Fourth Avenue South          Deborah M. Dean
                                                     Edmonds, WA 98020

1-535-9033-2984              Checking                140 Fourth Avenue South          Deborah M. Dean
                                                     Edmonds, WA 98020                David W. Dean

1-535-9072-7506              Money Market            140 Fourth Avenue South          Deborah M. Dean
                                                     Edmonds, WA 98020
</TABLE>



<PAGE>   41
                                      -10-


Spectrum maintains one (1) US dollar bank account with Merrill Lynch, account
number:

<TABLE>
<CAPTION>
ACCOUNT NUMBER               ACCOUNT TYPE            ADDRESS                          AUTHORIZED SIGNATURES
--------------               ------------            -------                          ---------------------
<S>                          <C>                     <C>                              <C>
62A-07211                    Working Capital         Bank One Columbus, NA            Deborah M. Dean
                             Management              Columbus, OH  43271              Jeffrey W. Dean
</TABLE>

Spectrum maintains one (1) US dollar postage permit account with the USPS,
permit number:

<TABLE>
<CAPTION>
PERMIT NUMBER                 ACCOUNT TYPE            ADDRESS
-------------                 ------------            -------
<S>                           <C>                     <C>
1034                          Postage Permit          Seattle, WA 98101
</TABLE>

Spectrum maintains one (1) CDN dollar bank account with the Royal Bank, account
number:

<TABLE>
<CAPTION>
ACCOUNT NUMBER               ACCOUNT TYPE            ADDRESS                          AUTHORIZED SIGNATURES
--------------               ------------            -------                          ---------------------
<S>                          <C>                     <C>                              <C>
103-841-3                    Checking                1025 West Georgia Street         Deborah M. Dean
                                                     Vancouver, BC V6E 3N9
</TABLE>



<PAGE>   42
                                      -11-


                                  SCHEDULE "B"

          FINANCIAL STATEMENTS FOR SPECTRUM PRINT & MAIL SERVICES, LTD.


Unaudited financial statements for the years ended December 31, 1996, 1997,
1998 and 1999. Unaudited financial statements for the six months ended June 30,
2000.


<PAGE>   43



                                  SPECTRUM LTD.
09/05/00                          BALANCE SHEET
                               AS OF JUNE 30, 2000

<TABLE>
<CAPTION>

                                                                                                     JUN 30, `00
                                                                                                    ------------
<S>                                                                                                 <C>
ASSETS
   Current Assets
    Checking/Savings
     Royal Bank                                                                                        40,784.58
      U S Bank (General)                                                                               55,036.50
      U S Bank (Money Mkt)                                                                                716.69
      U S Bank (Shop)                                                                                   1,999.96
      WCMA                                                                                                409.67
                                                                                                    ------------
    Total Checking/Savings                                                                             98,947.40
    Accounts Receivable
     Accounts Receivable
        A/R Canadian                                                                                   34,150.68
        A/R US                                                                                        108,236.30
                                                                                                    ------------
      Total Accounts Receivable                                                                       142,386.98
                                                                                                    ------------
    Total Accounts Receivable                                                                         142,386.98
    Other Current Assets
      Inventory                                                                                        97,413.75
      USPS                                                                                              4,085.05
                                                                                                    ------------
    Total Other Current Assets                                                                        101,498.80
                                                                                                    ------------
 Total Current Assets                                                                                 342,833.18
 Fixed Assets
    Computer Equipment
      Original Cost                                                                                    95,732.60
                                                                                                    ------------
    Total Computer Equipment                                                                           95,732.60
    Furniture & Fixtures
      Original Cost                                                                                    22,472.01
                                                                                                    ------------
    Total Furniture & Fixtures                                                                         22,472.01
    Production Equipment
      Original Cost                                                                                   385,623.84
                                                                                                    ------------
    Total Production Equipment                                                                        385,623.84
                                                                                                    ------------
 Total Fixed Assets                                                                                   503,828.45
 Other Assets
    Prepaid Expense                                                                                    20,108.00
    Software Products                                                                                 556,615.00
                                                                                                    ------------
Total Other Assets                                                                                    576,723.00
                                                                                                    ------------
TOTAL ASSETS                                                                                        1,423,384.63
                                                                                                    ============
LIABILITIES & EQUITY
 Liabilities
  Current Liabilities
   Accounts Payable
    Accounts Payable
          A/P Canadian                                                                                  8,864.15
          A/P US                                                                                       18,674.12
                                                                                                    ------------
        Total Accounts Payable                                                                         27,538.27
                                                                                                    ------------
      Total Accounts Payable                                                                           27,538.27
      Other Current Liabilities
        Payroll Liabilities                                                                            24,700.60
        Postage Trust Account                                                                           3,593.44
        US Bank Line of Credit                                                                         47,546.50
                                                                                                    ------------
      Total Other Current Liabilities                                                                  75,840.54
                                                                                                    ------------
    Total Current Liabilities                                                                         103,378.81
                                                                                                    ------------
</TABLE>


                                                                          Page 1
<PAGE>   44



                                  SPECTRUM LTD.
09/05/00                         PROFIT AND LOSS
                            JANUARY THROUGH JUNE 2000

<TABLE>
<CAPTION>


                                            JAN - JUN '00
                                            -------------
<S>                                        <C>
Ordinary Income/Expense
    Income
      Income
        Canadian Operations                   126,372.72
        Commercial Print & Mail                22,129.95
        Election Services                   1,694,088.70
                                            ------------

      Total Income                          1,842,591.37
                                            ------------
    Total Income                            1,842,591.37

    Cost of Goods Sold
      Canadian COGS                            14,364.15
      Contract Labor                           38,666.26
      Election COGS                           432,343.43
      Purchased Print & Mail Services           2,174.39
      VAR Purchases                             6,206.85
                                            ------------
    Total COGS                                493,755.08
                                            ------------
  Gross Profit                              1,348,836.29

    Expense
      Automobile Expense                        7,978.99
      Bank Service Charges                        560.56
      Communications
        Telephone                              10,314.52
        Communications - Other                  4,170.66
                                            ------------
      Total Communications                     14,485.18

      Dues and Subscriptions                       39.97
      Employment Fee                            4,056.00
      Equipment Leases
        AT&T Lease                             78,591.55
        IFC Lease                              45,856.76
        Xerox Lease                            15,166.40
        Equipment Leases - Other              113,649.66
                                            ------------
      Total Equipment Leases                  253,264.37

      Equipment Rental                          6,555.82
      Facilities
        CAM                                     1,206.00
        Garbage & Recycle                       6,617.03
        Gas and Electric                        5,306.53
        Improvements                              391.14
        Rent                                   74,395.25
        Security                                  671.35
        Facilities - Other                        445.00
                                            ------------
      Total Facilities                         89,032.30

      Fuel                                        691.90
      Insurance
        Insurance - Medical                    10,845.90
        Liability Insurance                     7,277.12
        Life Insurance                          2,149.44
                                            ------------
      Total Insurance                          20,272.46

      Interest Expense                          3,994.60
      Licenses and Permits                        739.00
      Maintenance                              27,064.17
      Miscellaneous                                72.75
      Payroll - Advance                         1,493.50
      Payroll - Gross                         317,392.73
      Payroll Taxes                             4,928.93
      Professional Development                    109.00
      Professional Fees
        Legal Fees                                287.25
                                            ------------
</TABLE>


                                                                          Page 2
<PAGE>   45



                                  SPECTRUM LTD.
09/05/00                         PROFIT AND LOSS
                            JANUARY THROUGH JUNE 2000

<TABLE>
<CAPTION>

                                       JAN - JUN '00
                                       -------------
<S>                                    <C>
         Total Professional Fees            287.25

         Repairs
           Computer Repairs                 161.81
           Equipment Repairs              1,252.47
           Facility                      13,056.51
                                        ----------
         Total Repairs                   14,470.79

         Supplies
           Office Supplies               11,342.37
           Production Supplies           57,107.06
                                        ----------
         Total Supplies                  68,449.43

         Taxes
           WA State B&O                   7,865.55
                                        ----------
         Total Taxes                      7,865.55

         Temporary Help                  19,104.72
         Transportation
           Courier                        5,945.28
           Customs Brokerage              2,667.37
           Freight                       17,478.53
           Postage                          215.57
           Transportation - Other           220.19
                                        ----------
         Total Transportation            26,526.94

         Travel & Ent
           Entertainment                    126.62
           Lodging                       12,667.80
           Meals                          2,624.43
           Parking                        1,837.96
           Travel                        44,599.86
           Travel & Ent - Other           7,850.37
                                        ----------
         Total Travel & Ent              69,707.04
                                        ----------
       Total Expense                    959,143.95
                                        ----------
   Net Ordinary Income                  389,692.34

   Other Income/Expense
     Other Income
       Interest Income                       56.14
                                        ----------
     Total Other Income                      56.14
                                        ----------
   Net Other Income                          56.14
                                        ----------
Net Income                              389,748.48
                                        ==========
</TABLE>



                                                                          Page 3
<PAGE>   46



                                  SPECTRUM LTD.
09/28/00                          BALANCE SHEET
                             AS OF DECEMBER 31, 1999


<TABLE>
<CAPTION>

                                              DEC 31, '99
                                             ------------
<S>                                          <C>
ASSETS
   Current Assets
     Checking/Savings
       U S Bank (General)                      232,544.52
       U S Bank (Money Mkt)                        713.14
       U S Bank (Shop)                           2,227.06
       WCMA                                         86.09
                                             ------------
     Total Checking/Savings                    235,570.81

     Other Current Assets
       Inventory                                29,178.75
       USPS                                      4,085.05
                                             ------------
     Total Other Current Assets                 33,263.80
                                             ------------
   Total Current Assets                        268,834.61

   Fixed Assets
     Computer Equipment
       Original Cost                            62,422.71
                                             ------------
     Total Computer Equipment                   62,422.71

     Furniture & Fixtures
       Original Cost                            16,588.92
                                             ------------
     Total Furniture & Fixtures                 16,588.92

     Production Equipment
       Original Cost                           310,768.28
                                             ------------
     Total Production Equipment                310,768.28
                                             ------------
   Total Fixed Assets                          389,779.91

   Other Assets
     Prepaid Expense                             9,808.00
     Software Products                         324,615.00
                                             ------------
   Total Other Assets                          334,423.00
                                             ------------
TOTAL ASSETS                                   993,037.52
                                             ============
LIABILITIES & EQUITY
   Liabilities
     Current Liabilities
       Other Current Liabilities
         Payroll Liabilities                    23,454.42
         Postage Trust Account                   3,593.44
         US Bank Line of Credit                 44,120.63
                                             ------------
       Total Other Current Liabilities          71,168.49
                                             ------------
     Total Current Liabilities                  71,168.49
                                             ------------
   Total Liabilities                            71,168.49

   Equity
     Accumulated Earnings                      663,158.30
     Net Income                                561,457.10
     Distributions (Prior Years)              (357,641.30)
     Opening Bal Equity                         54,894.93
                                             ------------
   Total Equity                                921,869.03
                                             ------------
TOTAL LIABILITIES & EQUITY                     993,037.52
                                             ============
</TABLE>


                                                                          Page 4
<PAGE>   47



                                  SPECTRUM LTD.
09/28/00                         PROFIT AND LOSS
                          JANUARY THROUGH DECEMBER 1999

<TABLE>
<CAPTION>

                                          JAN - DEC '99
                                          -------------
<S>                                        <C>
           Accounting                          8,500.00
           Legal Fees                          4,573.25
           Professional Fees - Other          10,200.00
                                           ------------
         Total Professional Fees              23,273.25

         Repairs
           Computer Repairs                      200.00
                                           ------------
         Total Repairs                           200.00

         Supplies
           Office Supplies                     6,259.29
           Production Supplies                27,322.99
                                           ------------
         Total Supplies                       33,582.28

         Taxes
           WA State B&O                       30,807.47
                                           ------------
         Total Taxes                          30,807.47

         Temporary Help                        1,505.86
         Transportation
           Courier                             6,187.84
           Customs Brokerage                   6,527.98
           Freight                             3,126.26
           Postage                             3,760.27
           Transportation - Other                569.79
                                           ------------
         Total Transportation                 20,172.14

         Travel & Ent
           Entertainment                       2,427.55
           Lodging                             2,552.12
           Meals                               1,765.29
           Parking                             1,895.94
           Travel                             20,515.39
           Travel & Ent - Other                4,953.36
                                           ------------
         Total Travel & Ent                   34,109.65
                                           ------------
       Total Expense                       1,269,722.03
                                           ------------
   Net Ordinary Income                       560,167.54

   Other Income/Expense
     Other Income
       Interest Income                         1,289.56
                                           ------------
     Total Other Income                        1,289.56
                                           ------------
   Net Other Income                            1,289.56
                                           ------------
Net Income                                   561,457.10
                                           ============
</TABLE>


                                                                          Page 5
<PAGE>   48

--------------------------------------------------------------------------------



                                  SPECTRUM LTD.
09/28/00                         PROFIT AND LOSS
                          JANUARY THROUGH DECEMBER 1999

<TABLE>
<CAPTION>

                                            JAN - DEC `99
                                            -------------
<S>                                         <C>
Ordinary Income/Expense
    Income
      Income
         Canadian Operations                  240,063.00
         Commercial Print & Mail              140,786.01
         Consulting Fees                      267,952.51
         Election Services                  1,523,965.00
                                            ------------
      Total Income                          2,172,766.52
                                            ------------
    Total Income                            2,172,766.52

    Cost of Goods Sold
      Canadian COGS                             2,000.00
      Contract Labor                            9,996.50
      Election COGS                           175,266.36
      Purchased Print & Mail Services          66,664.95
      VAR Purchases                            88,949.14
                                            ------------
    Total COGS                                342,876.95
                                            ------------
  Gross Profit                              1,829,889.57

    Expense
      Automobile Expense                       15,385.12
      Bank Service Charges                        682.13
      Communications
         Internet Provider                      2,125.00
         Telephone                             20,431.77
         Communications - Other                 3,974.00
                                            ------------
      Total Communications                     26,530.77

      Contributions                               125.00
      Employment Fee                            9,760.00
      Equipment Leases
         AT&T Lease                           204,338.03
         IFC: Lease                            55,595.60
         Xerox Lease                           36,399.36
         Equipment Leases - Other             123,448.71
                                            ------------
      Total Equipment Leases                  419,781.70

      Equipment Rental                         14,357.56
      Facilities
         Fire & Safety                            142.80
         Garbage & Recycle                      4,218.02
         Gas and Electric                       3,686.96
         Rent                                  85,786.19
         Security                                 359.40
                                            ------------
      Total Facilities                         94,193.37

      Fuel                                         40.76
      Insurance
         Automobile Insurance                     231.00
         Insurance - Medical                   14,316.83
         Liability Insurance                    9,839.15
         Life Insurance                         4,298.88
         Insurance - Other                        198.30
                                            ------------
      Total Insurance                          28,884.16

      Interest Expense                         10,863.35
      Licenses and Permits                      1,074.00
      Maintenance                              40,331.87
      Marketing                                   192.50
      Miscellaneous                             3,530.88
      Moving Expense                              300.00
      Payroll - Gross                         459,333.87
      Payroll Taxes                               704.34
      Professional Amw
</TABLE>


                                                                          Page 6
<PAGE>   49



                                  SPECTRUM LTD.
09/28/00                          BALANCE SHEET
                             AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>

                                                                       DEC 31, '98
                                                                      --------------
<S>                                                                   <C>
   ASSETS
     Current Assets
       Checking/Savings
         U S Bank (General)                                                 9,958.95
         WCMA                                                                 303.39
                                                                      --------------
       Total Checking/Savings                                              10,262.34

       Other Current Assets
         Inventory                                                         27,395.42
         USPS                                                                 200.00
                                                                      --------------
       Total Other Current Assets                                          27,595.42
                                                                      --------------
     Total Current Assets                                                  37,857.76

     Fixed Assets
       Computer Equipment
         Original Cost                                                     62,422.71
                                                                      --------------
       Total Computer Equipment                                            62,422.71

       Furniture & Fixtures
         Original Cost                                                     16,588.92
                                                                      --------------
       Total Furniture & Fixtures                                          16,588.92

       Production Equipment
         Original Cost                                                    175,916.99
                                                                      --------------
       Total Production Equipment                                         175,916.99
                                                                      --------------
     Total Fixed Assets                                                   254,928.62

     Other Assets
       Software Products                                                   50,000.00
                                                                      --------------
     Total Other Assets                                                    50,000.00
                                                                      --------------
   TOTAL ASSETS                                                           342,786.38
                                                                      ==============
   LIABILITIES & EQUITY
     Liabilities
       Current Liabilities
         Other Current Liabilities
           Payroll Liabilities                                             16,362.48
           US Bank Line of Credit                                           3,392.61
                                                                      --------------
         Total Other Current Liabilities                                   19,755.09
                                                                      --------------
       Total Current Liabilities                                           19,755.09
                                                                      --------------
     Total Liabilities                                                     19,755.09

     Equity
       Accumulated Earnings                                               286,226.40
       Net Income                                                         376,931.90
       Distributions (Current Year)                                      -158,311.57
       Distributions (Prior Years)                                       -236,710.37
       Opening Bal Equity                                                  54,894.93
                                                                      --------------
     Total Equity                                                         323,031.29
                                                                      --------------
   TOTAL LIABILITIES & EQUITY                                             342,786.38
                                                                      ==============
</TABLE>


                                                                          Page 7

<PAGE>   50



                                  SPECTRUM LTD.
09/28/00                         PROFIT AND LOSS
                          JANUARY THROUGH DECEMBER 1998

<TABLE>
<CAPTION>

                                                                       JAN - DEC '98
                                                                      --------------
<S>                                                                   <C>
Ordinary Income/Expense
     Income
       Income
         Canadian Operations                                              231,655.49
         Commercial Print & Mail                                           46,278.00
         Consulting Fees                                                   39,000.00
         Election Services                                              1,167,777.49
         VAR Sales                                                          2,510.00
                                                                      --------------
       Total Income                                                     1,487,220.98

       Reimbursed Expenses                                                    413.50
                                                                      --------------
     Total Income                                                       1,487,634.48

     Cost of Goods Sold
       Canadian COGS                                                       59,508.64
       Contract Labor                                                      37,228.25
       Election COGS                                                      342,219.83
       Purchased Print & Mail Services                                     21,867.88
       VAR Purchases                                                        3,094.64
                                                                      --------------
     Total COGS                                                           463,919.24
                                                                      --------------
   Gross Profit                                                         1,023,715.24

     Expense
       Automobile Expense                                                  13,510.55
       Bank Service Charges                                                 1,148.25
       Communications
         Internet Provider                                                  5,009.00
         Network PTP                                                        6,718.40
         Telephone                                                         15,558.07
                                                                      --------------
       Total Communications                                                27,285.47

       Director's Fee                                                       4,500.00
       Dues and Subscriptions                                                 144.97
       Equipment Leases
         AT&T Lease                                                        86,228.41
         IFC Lease                                                         23,133.18
         Truck Lease                                                        1,484.33
         Xerox Lease                                                       36,399.36
                                                                      --------------
       Total Equipment Leases                                             147,245.28

       Equipment Rental                                                     9,333.63
       Facilities
         Fire & Safety                                                        332.86
         Garbage & Recycle                                                  3,046.40
         Gas and Electric                                                   1,836.37
         Rent                                                              58,361.85
         Security                                                             154.74
                                                                      --------------
       Total Facilities                                                    63,732.22

       Insurance
         Insurance - Medical                                                8,338.32
         Liability Insurance                                                3,376.50
         Life Insurance                                                     1,074.73
                                                                      --------------
       Total Insurance                                                     12,789.55

       Interest Expense                                                     5,318.63
       Licenses and Permits                                                   727.00
       Maintenance                                                          7,933.48
       Marketing                                                            5,000.00
       Miscellaneous                                                        5,199.30
       Payroll - Gross                                                    240,026.27
       Payroll Taxes                                                          336.00
       Petty Cash                                                             101.50
       Professional Fees
         Legal Fees                                                         2,500.00
                                                                      --------------
</TABLE>



                                                                          Page 8
<PAGE>   51



                                  SPECTRUM LTD.
09/28/00                         PROFIT AND LOSS
                          JANUARY THROUGH DECEMBER 1998

<TABLE>
<CAPTION>

                                                                   JAN - DEC '98
                                                                 --------------
<S>                                                              <C>
          Total Professional Fees                                      2,500.00

          Repairs
            Computer Repairs                                             595.64
            Equipment Repairs                                          3,452.55
                                                                 --------------
                                                                        4,048.19
          Total Repairs

          Supplies
            Office Supplies                                           10,075.29
            Production Supplies                                       44,618.68
                                                                 --------------
                                                                       54,693.97
          Total Supplies

          Taxes
            WA State B&O                                               4,064.62
                                                                 --------------
                                                                        4,064.62
          Total Taxes

          Transportation
            Courier                                                    4,303.07
            Customs Brokerage                                          3,297.63
            Freight                                                    5,820.28
            Postage                                                      145.64
                                                                 --------------
                                                                       13,566.62
          Total Transportation

          Travel & Ent
            Entertainment                                              3,297.89
            Meals                                                      1,276.20
            Travel                                                    11,797.35
            Travel & Ent - Other                                       7,266.30
                                                                 --------------
          Total Travel & Ent                                          23,637.74
                                                                 --------------
       Total Expense                                                 646,843.24
                                                                 --------------
   Net Ordinary Income                                               376,872.00

   Other Income/Expense
     Other Income
       Interest Income                                                    59.90
                                                                 --------------
     Total Other Income                                                   59.90
                                                                 --------------
   Net Other Income                                                       59.90
                                                                 --------------
Net Income                                                           376,931.90
                                                                 ==============
</TABLE>



                                                                          Page 9
<PAGE>   52




                                  SPECTRUM LTD.
09/28/00                          BALANCE SHEET
                             AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>

                                                                        DEC 31, '97
                                                                     ---------------
<S>                                                                  <C>
ASSETS
  Current Assets
    Checking/Savings
      U S Bank (General)                                                   21,218.87
      WCMA                                                                  1,450.14
                                                                     ---------------
    Total Checking/Savings                                                 22,669.01
                                                                     ---------------
  Total Current Assets                                                     22,669.01

  Fixed Assets
    Computer Equipment
      Original Cost                                                        39,744.39
                                                                     ---------------
    Total Computer Equipment                                               39,744.39

    Furniture & Fixtures
      Original Cost                                                        11,913.79
                                                                     ---------------
    Total Furniture & Fixtures                                             11,913.79

    Production Equipment
      Original Cost                                                         6,151.21
                                                                     ---------------
    Total Production Equipment                                              6,151.21
                                                                     ---------------
  Total Fixed Assets                                                       57,809.39

  Other Assets
    Software Products                                                      50,000.00
                                                                     ---------------
  Total Other Assets                                                       50,000.00
                                                                     ---------------
TOTAL ASSETS                                                              130,478.40
                                                                     ===============
LIABILITIES & EQUITY
  Liabilities
    Current Liabilities
      Other Current Liabilities
         Payroll Liabilities                                                4,466.81
         US Bank Line of Credit                                            13,972.27
                                                                     ---------------
      Total Other Current Liabilities                                      18,439.08
                                                                     ---------------
    Total Current Liabilities                                              18,439.08
                                                                     ---------------
  Total Liabilities                                                        18,439.08

  Equity
    Accumulated Earnings                                                  143,350.90
    Net Income                                                            142,875.50
    Distributions (Current Year)                                         -229,082.01
    Opening Bal Equity                                                     54,894.93
                                                                     ---------------
  Total Equity                                                            112,039.32
                                                                     ---------------
TOTAL LIABILITIES & EQUITY                                                130,478.40
                                                                     ===============
</TABLE>


                                                                         Page 10
<PAGE>   53



                                  SPECTRUM LTD.
09/28/00                        PROFIT AND LOSS
                          JANUARY THROUGH DECEMBER 1997

<TABLE>
<CAPTION>

                                                                        JAN - DEC '97
                                                                      -------------
<S>                                                                   <C>
         Total Transportation                                               (116.50)
         Travel & Ent
           Entertainment                                                   1,055.50
           Meals                                                             455.39
           Travel                                                          6,870.95
           Travel & Ent - Other                                            1,348.86
                                                                      -------------
         Total Travel & Ent                                                9,730.70
                                                                      -------------
       Total Expense                                                     218,370.48
                                                                      -------------
   Net Ordinary Income                                                   142,045.12
   Other Income/Expense
     Other Income
       Interest Income                                                       830.38
                                                                      -------------
     Total Other Income                                                      830.38
                                                                      -------------
   Net Other Income                                                          830.38
                                                                      -------------
Net Income                                                               142,875.50
                                                                      =============
</TABLE>


                                                                         Page 11
<PAGE>   54



                                  SPECTRUM LTD.
09/28/00                         PROFIT AND LOSS
                          JANUARY THROUGH DECEMBER 1997

<TABLE>
<CAPTION>

                                        JAN - DEC '97
                                        -------------
<S>                                     <C>
Ordinary Income/Expense
  Income
    Income
          Canadian Operations              301,312.20
          Commercial Print & Mail           69,815.81
          Consulting Fees                   40,507.58
          Election Services                115,785.71
          MailWare Sales                    38,260.79
                                        -------------
        Total Income                       565,682.09

        Reimbursed Expenses                    561.37
                                        -------------
      Total Income                         566,243.46

      Cost of Goods Sold
        Canadian COGS                      144,481.26
        Contract Labor                      31,736.39
        VAR Purchases                       29,610.21
                                        -------------
      Total COGS                           205,827.86
                                        -------------
Gross Profit                               360,415.60

  Expense
        Automobile Expense                   7,582.94
        Bank Service Charges                   946.23
        Communications
          Internet Provider                  2,929.96
          Telephone                         16,063.53
                                        -------------
        Total Communications                18,993.49

        Contributions                          100.00
        Dues and Subscriptions                  74.94
        Equipment Leases
          Xerox Lease                       36,967.63
                                        -------------
        Total Equipment Leases              36,967.63

        Facilities
          Rent                              25,548.83
                                        -------------
        Total Facilities                    25,548.83

        Insurance
          Insurance - Medical                5,936.20
          Insurance - Other                    168.15
                                        -------------
        Total Insurance                      6,104.35

        Interest Expense                     2,020.69
        Licenses and Permits                   474.00
        Marketing                            2,534.04
        Miscellaneous                        2,154.68
        Payroll - Gross                     93,981.15
        Repairs
          Computer Repairs                     569.63
                                        -------------
                                               569.63
        Total Repairs

        Supplies
          Office Supplies                    7,355.72
          Production Supplies                1,977.85
                                        -------------
        Total Supplies                       9,333.57

        Taxes
          Other                                637.82
          WA State B&O                         732.29
                                        -------------
                                             1,370.11
        Total Taxes

        Transportation
          Courier                             (116.50)
                                        -------------
</TABLE>


                                                                         Page 12
<PAGE>   55



                                  SPECTRUM LTD.
09/28/00                          BALANCE SHEET
                             AS OF DECEMBER 31, 1996

<TABLE>
<CAPTION>

                                                  DEC 31, '96
                                                 -------------
<S>                                              <C>
  ASSETS
      Current Assets
         Checking/Savings
           WCMA                                      24,019.58
                                                 -------------
         Total Checking/Savings                      24,019.58
                                                 -------------
      Total Current Assets                           24,019.58

      Fixed Assets
         Computer Equipment
           Original Cost                             12,738.56
                                                 -------------
         Total Computer Equipment                    12,738.56

         Furniture & Fixtures
           Original Cost                                789.13
                                                 -------------
         Total Furniture & Fixtures                     789.13

         Production Equipment
           Original Cost                              1,279.40
                                                 -------------
         Total Production Equipment                   1,279.40
                                                 -------------
      Total Fixed Assets                             14,807.09

      Other Assets
         Software Products                           50,000.00
                                                 -------------
      Total Other Assets                             50,000.00
                                                 -------------
    TOTAL ASSETS                                     88,826.67
                                                 =============
    LIABILITIES & EQUITY
       Liabilities
         Current Liabilities
           Other Current Liabilities
             Payroll Liabilities                      1,553.88
                                                 -------------
           Total Other Current Liabilities            1,553.88
                                                 -------------
         Total Current Liabilities                    1,553.88
                                                 -------------
         Total Liabilities                            1,553.88

       Equity
         Net Income                                 143,350.90
         Distributions (Current Year)              (110,973.04)
         Opening Bal Equity                          54,894.93
                                                 -------------
         Total Equity                                87,272.79
                                                 -------------
    TOTAL LIABILITIES & EQUITY                       88,826.67
                                                 =============
</TABLE>



                                                                         Page 13
<PAGE>   56



                                  SPECTRUM LTD.
09/28/00                         PROFIT AND LOSS
                          JANUARY THROUGH DECEMBER 1996

<TABLE>
<CAPTION>

                                      JAN - DEC '96
                                      -------------
<S>                                   <C>
       Travel & Ent
           Meals                           1,504.84
           Travel                          4,125.07
           Travel & Ent - Other            3,076.87
                                      -------------
         Total Travel & Ent                8,706.78
                                      -------------
       Total Expense                      85,690.23
                                      -------------
  Net Ordinary Income                    142,707.33

  Other Income/Expense
    Other Income
       Interest Income                       643.57
                                      -------------
    Total Other Income                       643.57
                                      -------------
  Net Other Income                           643.57
Net Income                               143,350.90
                                      =============
</TABLE>


                                                                         Page 14
<PAGE>   57


                                  SCHEDULE "C"

                  LIST OF DIRECTORS, OFFICERS AND KEY EMPLOYEES
                     OF SPECTRUM PRINT & MAIL SERVICES, LTD.

<TABLE>
<CAPTION>
NAME                          POSITION                                   COMPENSATION ARRANGEMENT
----                          --------                                   ------------------------
<S>                           <C>                                        <C>
Jeffrey W. Dean               General Manager and Director               no compensation

Deborah M. Dean               President, Secretary and Director          US$144,000 per annum

T. Neil Dean                  Director                                   no compensation

Tae Kim                       Vice-President, Technical                  US$70,000 plus bonus/profit sharing

John Elder                    Vice President, Election Products and      US$70,000 plus bonus/profit sharing
                              Services

David Dean                    Production Manager                         US$70,000 plus bonus/profit sharing

Brian Clubb                   Senior Software Engineer                   US$55,000 plus bonus/profit sharing
</TABLE>


<PAGE>   58
                                      -2-

<TABLE>
<CAPTION>
NAME                          POSITION                                   COMPENSATION ARRANGEMENT
----                          --------                                   ------------------------
<S>                           <C>                                        <C>

Erica Cardas                  Operations Manager - Canada                CDN$46,000 plus bonus/profit sharing

Karen Rhea                    CA Counties Project Manager                US$50,000 plus bonus/profit sharing
</TABLE>


                   EXPLANATION OF BONUS/PROFIT SHARING PROGRAM

Since 1996, Spectrum has distributed a portion (8-10 % average) of its profits
to each salaried employee. Distribution takes place during early December. The
total amount of the pool has been determined by Deborah Dean. The individual
amounts have been determined by a combination of formula (normalized pool %
based upon salary and length of service) and then adjusted on a discretionary
basis.



<PAGE>   59

                                  SCHEDULE "D"

                    LIST OF ADDITIONAL MATERIAL CONTRACTS OF
                      SPECTRUM PRINT & MAIL SERVICES, LTD.

1.     Spectrum is a party to an agreement with the Insurance Corporation of
       British Columbia ("ICBC") dated June 30, 1997, as amended by two
       Modification Agreements executed on July 12, 1998 and May 5, 1999,
       pursuant to which Spectrum provides printing and other services to ICBC
       and is paid CDN$49,860 per month. The agreement is to terminate March
       31, 2001.

2.     Spectrum is a party to an agreement with the U.S. Bank dated September
       12, 1997 pursuant to which the U.S. Bank has agreed to provide a line of
       credit to Spectrum of up to US$50,000. Spectrum and the U.S. Bank have
       also entered into a Commercial Security Agreement dated September 12,
       1997, pursuant to which Spectrum has granted to the U.S. Bank a security
       interest in certain collateral to secure any amounts to which Spectrum
       may be indebted to the U.S. Bank.

3.     Spectrum is a party to a Joint Participation Agreement with PSI of
       Washington Inc. dated August 18, 1997 pursuant to which both parties
       have agreed to provide certain services to each other in respect of the
       "Vote-by-Mail" business in King County and Snohomish County, Washington.

4.     King County Records and Elections-Ballot Production          7/15/98

5.     King County Records and Elections-Absentee Process           7/10/98

6.     Fresno County Elections-Ballot Production                    2/28/99

7.     Fresno County Elections-Absentee Process                     2/28/99

8.     Tulare County Elections-Ballot Production                    9/03/99

9.     Los Angeles Elections-Absentee Process                       8/01/00

10.    Santa Clara County Elections-Absentee Process                9/12/00

11.    Sacramento County Elections-Absentee Process                 9/05/00

Purchase Orders based upon Spectrum's ballot production and absentee Statements
of Work

       Santa Barbara County
       San Luis Obispo County
       Marin County
       Lassen County
       Siskiyou County
       Humboldt County
       Trinity County


Insurance Policies:


FARMERS INSURANCE GROUP: WASHINGTON
Commercial Umbrella Policy
Policy #: 60210-40-55,54


FARMERS INSURANCE GROUP: CALIFORNIA
Commercial Umbrella Policy
Policy #: 60164-98-74



<PAGE>   60

                                  SCHEDULE "E"

              FINANCIAL STATEMENTS FOR GLOBAL ELECTION SYSTEMS INC.
                                   (omitted)


<PAGE>   61

                                  SCHEDULE "F"

                 EMPLOYMENT AGREEMENTS AND NON-COMPETE AGREEMENT



<PAGE>   62
                              EMPLOYMENT AGREEMENT

         This Agreement is between Jeffrey W. Dean (hereinafter referred to as
"Employee") and GLOBAL ELECTION SYSTEMS, INC., a corporation incorporated under
the laws of the State of Delaware, U.S.A. (hereinafter referred to "Employer" or
the "Company").


                                   WITNESSETH:

         WHEREAS, Employer desires to employ Employee; and

         WHEREAS, Employee desires to accept employment by Employer pursuant to
all of the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is AGREED as follows:

         1. PURPOSE. The purpose of this Agreement is to formalize the terms and
conditions of Employee's employment with Employer. The recitals contained herein
represent both parties' intentions with respect to the terms and conditions
covered and cannot be amended during the term of the Agreement except by written
addendum to the Agreement signed by both parties.

         2. DEFINITIONS. For the purposes of this Agreement, the following words
shall have the following meanings:

                  (a)      "Employer" means Global Election Systems, Inc., a
                           corporation incorporated under the laws of the State
                           of Delaware, together with its subsidiaries,
                           including, without limitation, Spectrum Print & Mail
                           Services, Ltd;

                  (b)      "Confidential Information" means information (1)
                           disclosed to or known by the undersigned Employee as
                           a consequence of or through his or her employment
                           with the Employer; (2) not generally known outside
                           the Employer; and (3) which relates to the Employer
                           or its business, or its research and development
                           activities. "Confidential Information" includes, but
                           is not limited to, all of Employer's technical
                           information, trade secrets, proprietary information,
                           business plans, marketing plans, financial
                           information, compensation and benefit information,
                           personnel records, cost and pricing information,
                           customer contacts, customer lists, information
                           relating to suppliers and vendors, information
                           relating to accounts, and information provided to the
                           Employer by a third party under restrictions against
                           disclosure or use by the Employer or others;

EMPLOYMENT AGREEMENT                                                      PAGE 1

<PAGE>   63

                           "Copyright Works" are materials relating to the
                           Employee for which copyright protection may be
                           obtained including, but not limited to: literary
                           works (including all written material), computer
                           programs, artistic and graphic works (including
                           designs, graphs, drawings, blueprints, and other
                           works), recordings, models, photographs, slides,
                           motion pictures, and audio-visual works, regardless
                           of the form or manner in which documented or
                           recorded;

                  (d)      "Inventions" means inventions (whether patentable or
                           not), discoveries, improvements, designs, and ideas
                           (whether or not shown or described in writing or
                           reduced to practice) including, and in addition to
                           any such Confidential Information or Copyright Works;
                           and

                  (e)      "Patents" means any domestic or foreign patents and
                           patent applications, including any Inventions or
                           other subject matter described or protected by such
                           patents and patent applications.

                  (f)      "Copyright Registrations" means any domestic or
                           foreign copyright registration and applications for
                           such registration, including all or any portion of
                           the Copyright Works or other subject matter
                           identified by any such registration or application.

         3. DURATION. This Agreement shall become effective on January 1, 2001
and, unless terminated as hereinafter provided, extend until December 31, 2002.
Unless Employee or Employer gives notice of his or her or its intention not to
renew this Agreement no later than thirty (30) days prior to its expiration,
this Agreement shall automatically continue in effect for successive additional
one-year terms subject to all other terms and conditions contained herein.

         4. DUTIES AND RESPONSIBILITIES. Upon execution of this Agreement,
Employee shall diligently render his or her services to Employer in accordance
with the directives of Employer's President, and shall use his or her best
efforts and good faith in accomplishing such directives. Employee agrees to
devote his or her full-time efforts, abilities, and attention (defined to mean
not less than forty (40) hours/week) to the business of the Employer, and shall
not engage in any activities which will interfere with such efforts.

         5. COMPENSATION.

                  (a)      In consideration for such services, Employer shall
                           compensate Employee at an annual salary of $144,000,
                           payable in installments in accordance with the
                           standard payroll practices of Employer for its
                           employees, for the first twelve (12) months of this
                           Agreement.

                  (b)      Employer shall review Employee's salary as provided
                           for above no less frequently than each anniversary of
                           this Agreement; however, nothing

EMPLOYMENT AGREEMENT                                                      PAGE 2

<PAGE>   64

                           shall prevent the Employer from making such
                           adjustments more frequently if determined necessary.

         6. REIMBURSEMENT FOR EXPENSES. Employer shall reimburse Employee for
all reasonable expenses incurred by him or her while performing services for
Employer pursuant to this Agreement, but only after Employee submits a written,
itemized, and signed list of such expenses on a form supplied by Employer for
such purpose.

         7. BENEFITS. Employer agrees to provide and/or make available to
Employee all benefits generally provided to its management employees.

         8. TERMINATION.

                  (a)      Employer may terminate Employee's employment upon his
                           or her death, or if he or she is unable to perform
                           the essential functions of his or her position with
                           reasonable accommodation for three (3) consecutive
                           months, or for a total of four (4) months during any
                           twelve (12) month period.

                  (b)      Employer may also terminate Employee's employment
                           immediately for "Cause." Cause is defined to include,
                           but is not limited to:

                           (1)      fraud, misappropriation, or embezzlement
                                    involving Employer;

                           (2)      felony conviction;

                           (3)      Employee's repeated failure to obey or carry
                                    out reasonable directives from Employer
                                    senior management which are consistent with
                                    this Agreement and pertain to Employee's
                                    employment with Employer;

                           (4)      Employee's repeated failure to devote his or
                                    her full-time efforts, abilities, and
                                    attention to the business of the Employer;

                           (5)      repeated poor performance by Employee; or

                           (6)      any breach or threatened breach of Paragraph
                                    9 (a), (b), (d), (e), (f), (g) or (h), or
                                    Paragraph 10 (a), (b), (c), (d), (e) or (i)
                                    below.

         (c)      Prior to January 1, 2003, if Employee is terminated other than
                  pursuant to Section 8(a) and without cause, Employee shall be
                  entitled to receive a lump sum payment equal to the amount
                  which would have been paid to Employee had he remained
                  employed until December 31, 2002, at his then current annual
                  rate (the "Make Whole Payment"); provided, however, that

EMPLOYMENT AGREEMENT                                                      PAGE 3

<PAGE>   65

                  until January 1, 2003, the term Cause shall not include
                  Section 8(b)(6). After December 31, 2002, Employer may
                  terminate this Agreement without Cause upon ten (10) days
                  written notice to Employee. In the event Employee is
                  terminated pursuant to this provision after December 31, 2002,
                  Employer can either require Employee to remain in its employ
                  for the duration of the ten (10) days, or compensate Employee
                  his or her normal salary for the duration of the ten (10) day
                  period and terminate his or her employment effective
                  immediately. If Employee is terminated pursuant to this
                  provision after December 31, 2002, he or she will receive
                  compensation and benefits through the end of a 90 day period
                  commencing on the date Employee is notified of his or her
                  termination (the "Severance Benefit").

         (d)      Employee may terminate this Agreement upon ten (10) days
                  written notice to Employer. In the event Employee terminates
                  his or her employment in this manner, he or she shall remain
                  in Employer's employ subject to all terms and conditions of
                  this Agreement for the entire ten (10) day period, unless
                  instructed otherwise by the President, but shall not be
                  entitled to any Make Whole Payment or any Severance Benefit.

         (e)      In the event Employee is terminated for Cause, his or her
                  salary and benefits will cease immediately without payment of
                  any Make Whole Payment or Severance Benefit.

9.       INVENTIONS, CONFIDENTIAL INFORMATION, PATENTS, AND COPYRIGHT WORKS.

         (a)      NOTIFICATION OF COMPANY. Upon conception, all Inventions,
                  Confidential Information, and Copyright Works shall become the
                  property of the Employer (or the United States Government
                  where required by law) whether or not patent or copyright
                  registration applications are filed for such subject matter.
                  Employee will communicate to the Employer promptly and fully
                  all Inventions, or suggestions (whether or not patentable),
                  all Confidential Information or Copyright Works made,
                  designed, created, or conceived by Employee (whether made,
                  designed, created, or conceived solely by Employee or jointly
                  with others) during the period of his or her employment with
                  the Employer: (a) which relate to the actual or anticipated
                  business, research, activities, or development of the Employer
                  at the time of the conception; or (b) which result from or are
                  suggested by any work which Employee has done or may do for or
                  on behalf of the Employer; or (c) which are developed, tested,
                  improved, or investigated either in part or entirely on time
                  for which Employee was paid by the Employer, or using any
                  resources of the Employer.



EMPLOYMENT AGREEMENT                                                      PAGE 4

<PAGE>   66

         (b)      TRANSFER OF RIGHTS. Employee agrees, during his or her
                  employment with the Employer, to assign and transfer to the
                  Employer Employee's entire right, title, and interest in all
                  Inventions, Confidential Information, Copyright Works and
                  Patents prepared, made or conceived by or in behalf of
                  Employee (solely or jointly with others): (a) which relate in
                  any way to the actual or anticipated business of the Employer,
                  or (b) which relate in any way to the actual or anticipated
                  research or development of the Employer, or (c) which are
                  suggested by or result, directly or indirectly, from any task
                  assigned to Employee or in which Employee otherwise engages in
                  behalf of the Employer. Employee also agrees to do all things
                  necessary to transfer to the Employer Employee's entire right,
                  title, and interest in and to all such Inventions,
                  Confidential Information, Copyright Works or Patents as the
                  Employer may request, on such forms as the Employer may
                  provide, at any time during or after Employee s employment.
                  Employee will promptly and fully assist the Employer during
                  and subsequent to his or her employment in every lawful way to
                  obtain, protect, and enforce the Employer's patent,
                  copyrights, trade secret or other proprietary rights for
                  Inventions, Confidential Information, Copyright Works or
                  Patents in any and all countries.

         (c)      NOTICE OF RIGHTS UNDER STATE STATUTES. No provision in this
                  Agreement is intended to require assignment of any of the
                  Employee's rights in an Invention for which no equipment,
                  supplies, facilities, Confidential Information, Copyright
                  Works, Inventions, Patents or information of the Employer was
                  used, and which was (1) developed entirely on the Employee's
                  own time; (2) does not relate to the business of the Employer
                  or to the actual or demonstrably anticipated research or
                  development of the Employer; and (3) does not result from any
                  work performed by the Employee for the Employer or assigned to
                  the Employee by the Employer.

         (d)      RIGHTS IN COPYRIGHTS. Unless otherwise agreed in writing by
                  the Employer, all Copyright Works prepared wholly or partially
                  by Employee (alone or jointly with others) within the scope of
                  his or her employment with the Employer, shall be deemed a
                  "work made for hire" under the copyright laws and shall be
                  owned by the Employer. Employee understands that any
                  assignment or release of such works can only be made by the
                  Employer. Employee will do everything reasonably necessary to
                  enable the Employer or its nominee to protect its rights in
                  such works. Employee agrees to execute all documents and to do
                  all things necessary to vest in the Employer Employee's right
                  and title to copyrights in such works. Employee shall not
                  assist or work with any third party that is not an employee of
                  Employer to create or prepare any Copyright Works without the
                  prior written consent of Employer.

EMPLOYMENT AGREEMENT                                                      PAGE 5

<PAGE>   67

                  (e)      ASSISTANCE IN PREPARATION OF APPLICATIONS. Employee
                           will promptly and fully assist, if requested by the
                           Employer, in the preparation and filing of Patents
                           and Copyright Registrations in any and all countries
                           selected by the Employer and will assign to the
                           Employer Employee's entire right, title, and interest
                           in and to such Patents and Copyright Registrations,
                           as well as all Inventions or Copyright Works to which
                           such Patents and Copyright Registrations pertain, to
                           enable any such properties to be prosecuted under the
                           direction of the Employer and to ensure that any
                           Patent or Copyright Registration obtained will
                           validly issue to the Employer.

                  (f)      EXECUTE DOCUMENTS. Employee will promptly sign any
                           and all lawful papers, take all lawful oaths, and do
                           all lawful acts, including testifying, at the request
                           of Employer, in connection with the procurement,
                           grant, enforcement, maintenance, exploitation, or
                           defense against assertion of any patent, trademark,
                           copyright, trade secret or related rights, including
                           applications for protection or registration thereof.
                           Such lawful papers include, but are not limited to,
                           any and all powers, assignments, affidavits,
                           declarations and other papers deemed by the Employer
                           to be necessary or advisable.

                  (g)      KEEP RECORDS. Employee will keep and regularly
                           maintain adequate and current written records of all
                           Inventions, Confidential Information, and Copyright
                           Works in which he or she participates in creating,
                           conceiving, developing or manufacturing. Such records
                           shall be kept and maintained in the form of notes,
                           sketches, drawings, reports, or other documents
                           relating thereto, bearing at least the date of
                           preparation and the signatures or name of each
                           employee contributing to the subject matter reflected
                           in the record. Such records shall be and shall remain
                           the exclusive property of the Employer and shall be
                           available to the Employer at all times.

                  (h)      RETURN OF DOCUMENTS, EQUIPMENT, ETC. All writings,
                           records, and other documents and things comprising,
                           containing, describing, discussing, explaining, or
                           evidencing any Inventions, Confidential Information,
                           or Copyright Works and all equipment, components,
                           parts, tools, and the like in Employee's custody or
                           possession that have been obtained or prepared in the
                           course of Employee's employment with the Employer
                           shall be the exclusive property of the Employer,
                           shall not be copied and/or removed from the premises
                           of the Employer, except in pursuit of the business of
                           the Employer, and shall be delivered to the Employer,
                           without Employee retaining any copies, upon
                           notification of the termination of Employee's
                           employment or at any other time requested by the
                           Employer. The Employer shall have the right to
                           retain, access, and inspect all property of the
                           Employee of any kind in the office, work area, and on
                           the premises of

EMPLOYMENT AGREEMENT                                                      PAGE 6

<PAGE>   68

                           the Employer upon termination of Employee's
                           employment and at any time during employment by the
                           Employer, to ensure compliance with the terms of this
                           Agreement.

                  (i)      OTHER CONTRACTS. Employee represents and warrants
                           that he or she is not a party to any existing
                           contract relating to the granting or assignment to
                           others of any interest in Inventions, Confidential
                           Information, Copyright Works or Patents hereafter
                           made by Employee except insofar as copies of such
                           contracts, if any, are attached to this Agreement.

                  (j)      ASSIGNMENT AFTER TERMINATION. Employee recognizes
                           that ideas, Inventions, Confidential Information,
                           Copyright Works, Copyright Registrations or Patents
                           relating to his or her activities while working for
                           the Employer that are conceived or made by Employee,
                           alone or with others, within one (1) year after
                           termination of his or her employment may have been
                           conceived in significant part while Employee was
                           employed by the Employer. Accordingly, Employee
                           agrees that such ideas, Inventions, Confidential
                           Information, Copyright Works, Copyright Registrations
                           or Patents shall be presumed to have been conceived
                           and made during his or her employment with the
                           Employer and are to be assigned to the Employer.

                  (k)      PRIOR CONCEPTIONS. At the end of this Agreement,
                           Employee has set forth what he or she represents and
                           warrants to be a complete list of all Inventions, if
                           any, patented or unpatented, or Copyright Works,
                           including a brief description thereof (without
                           revealing any confidential or proprietary information
                           of any other party) which Employee participated in
                           the conception, creation, development, or making of
                           prior to his or her employment with the Employer and
                           for which Employee claims full or partial ownership
                           or other interest, or which are in the physical
                           possession of a former employer and which are
                           therefore excluded from the scope of this Agreement.
                           If there are no such exclusions from this Agreement,
                           Employee has so indicated by writing "None" below in
                           his or her own handwriting.

          10. NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY. Employee
recognizes and agrees that a portion of the compensation he or she is to receive
pursuant to this Agreement is provided in consideration for the agreements
contained in this Paragraph. Employee further acknowledges and agrees that while
employed pursuant to this Agreement, he or she will have access to confidential
information of Employer, will be provided with specialized training on how to
perform his or her duties; and will be provided with contact with Employer's
customers and potential customers. In consideration of all of the foregoing,
Employee agrees as follows:



EMPLOYMENT AGREEMENT                                                      PAGE 7

<PAGE>   69

                  (a)      NON-COMPETITION DURING EMPLOYMENT. Employee agrees
                           that for the duration of this Agreement, he or she
                           will not compete with the Employer by engaging in the
                           conception, design, development, production,
                           marketing, or servicing of any product or service
                           that is substantially similar to the products or
                           services which the Employer provides, and that he or
                           she will not work for, in any capacity, assist, or
                           become affiliated with as an owner, partner, etc.,
                           either directly or indirectly, any individual or
                           business which offers or performs services, or offers
                           or provides products substantially similar to the
                           services and products provided by Employer.

                  (b)      CONFLICTS OF INTEREST. Employee agrees that for the
                           duration of this Agreement, he or she will not
                           engage, either directly or indirectly, in any
                           activity (a "Conflict of Interest") which might
                           adversely affect Employer or its affiliates,
                           including ownership of a material interest in any
                           supplier, contractor, distributor, subcontractor,
                           customer or other entity with which Employer does
                           business or accepting any payment, service, loan,
                           gift, trip, entertainment, or other favor in each
                           case having a value exceeding US $200 from a
                           supplier, contractor, distributor, subcontractor,
                           customer or other entity with which Employer does
                           business, and that Employee will promptly inform
                           Employer's President, or a corporate officer of
                           Employer designated by the President, as to each
                           offer received by Employee to engage in any such
                           activity. Employee further agrees to disclose to
                           Employer any other facts of which Employee becomes
                           aware which might involve or give rise to a Conflict
                           of Interest or potential Conflict of Interest.

                  (c)      NON-COMPETITION AFTER TERMINATION. Employee agrees
                           that Employee shall not, directly or indirectly, at
                           any time during the period of two (2) years after the
                           termination of this Agreement for any reason,
                           including expiration of the Agreement, within a
                           geographical area encompassing 200 miles surrounding
                           any of Employer's offices, as an employee,
                           consultant, or director, provide any services to, or
                           engage in or contribute Employee's knowledge to any
                           work which is competitive with or similar to a
                           product, process, apparatus or services provided by
                           the Employer. Following the expiration of said two
                           (2) year period, Employee shall continue to be
                           obligated under the Nondisclosure of Confidential
                           Information section of this Agreement not to use or
                           to disclose Confidential Information of the Employer
                           so long as it shall not be publicly available. It is
                           understood that the geographical area set forth in
                           this covenant is divisible so that if this clause is
                           invalid or unenforceable in an included geographic
                           area, that area is severable and the clause remains
                           in effect for the remaining included geographic areas
                           in which the clause is valid.


EMPLOYMENT AGREEMENT                                                      PAGE 8

<PAGE>   70

                  (d)      NON-SOLICITATION OF CUSTOMERS. Employee further
                           agrees that for the duration of this Agreement, and
                           for a period of two (2) years after the termination
                           of this Agreement for any reason, including
                           expiration of the Agreement, he or she will not
                           solicit or accept any business from any customer or
                           client or prospective customer or client with whom
                           Employee dealt or solicited while employed by
                           Employer.

                  (e)      NON-SOLICITATION OF EMPLOYEES. Employee agrees that
                           for the duration of this Agreement, and for a period
                           of two (2) years after the termination of this
                           Agreement for any reason, including expiration of the
                           Agreement, he or she will not either directly or
                           indirectly, on his or her own behalf or on behalf of
                           others, solicit, attempt to hire, or hire any person
                           employed by Employer to work for Employee or for
                           another entity, firm, corporation, or individual.

                  (f)      CONFIDENTIAL INFORMATION. Employee further agrees
                           that Employee will not, except as the Employer may
                           otherwise consent or direct in writing, reveal or
                           disclose, sell, use, lecture upon, publish or
                           otherwise disclose to any third party any
                           Confidential Information or proprietary information
                           of the Employer, or authorize anyone else to do these
                           things at any time either during or subsequent to his
                           or her employment with the Employer. This section
                           shall continue in full force and effect after
                           termination of Employee's employment and after the
                           termination of this Agreement for any reason,
                           including expiration of this Agreement. Employee's
                           obligations under this section of this Agreement with
                           respect to any specific Confidential Information and
                           proprietary information shall cease when that
                           specific portion of the Confidential Information and
                           proprietary information becomes publicly known, in
                           its entirety and without combining portions of such
                           information obtained separately. It is understood
                           that such Confidential Information and proprietary
                           information of the Employer include matters that
                           Employee conceives or develops, as well as matters
                           Employee learns from other employees of Employer.

                  (g)      REAFFIRM OBLIGATIONS. Upon termination of his or her
                           employment with the Employer, Employee, if requested
                           by Employer, shall reaffirm in writing Employee's
                           recognition of the importance of maintaining the
                           confidentiality of the Employer's Confidential
                           Information, disclose the identity of his or her new
                           employer or business ventures, and reaffirm any other
                           obligations set forth in this Agreement.

                  (h)      PRIOR DISCLOSURE. Employee represents and warrants
                           that he or she has not used or disclosed any
                           Confidential Information he or she may have


EMPLOYMENT AGREEMENT                                                      PAGE 9

<PAGE>   71

                           obtained from Employer prior to signing this
                           Agreement, in any way inconsistent with the
                           provisions of this Agreement.

                  (i)      CONFIDENTIAL INFORMATION OF PRIOR EMPLOYERS. Employee
                           will not disclose or use during the period of his or
                           her employment with the Employer any proprietary or
                           confidential information or copyright works which
                           Employee may have acquired because of employment with
                           an employer other than the Employer or Spectrum or
                           acquired from any other third party, whether such
                           information is in Employee's memory or embodied in a
                           writing or other physical form.

                  (j)      TIME PERIOD. The time periods referenced in this
                           Paragraph shall not include any period of time during
                           which Employee is in breach of this Agreement.

                  (k)      BREACH. Employee agrees that any breach of Paragraphs
                           10(a), (b), (c), (d), (e) or (f) above cannot be
                           remedied solely by money damages, and that in
                           addition to any other remedies Employer may have,
                           Employer is entitled to obtain injunctive relief
                           against Employee. Nothing herein, however, shall be
                           construed as limiting Employer's right to pursue any
                           other available remedy at law or in equity, including
                           recovery of damages and termination of this
                           Agreement; provided further, that any breach of
                           Paragraphs 10(a), (c), (d), (e) or (f) by Employee
                           subsequent to his or her employment with Employer
                           will result in forfeiture of all rights to pension
                           benefits and other severance and retirement benefits.

                  (l)      INDEPENDENT COVENANTS. All covenants contained in
                           Paragraph 10 of this Agreement shall be construed as
                           agreements independent of any other provision of this
                           Agreement, and the existence of any claim or cause of
                           action by Employer against the Employee, whether
                           predicated on this Agreement or otherwise, shall not
                           constitute a defense to the enforcement by the
                           Company of such covenants.

         11. RIGHT TO ENTER AGREEMENT. Employee represents and covenants to
Employer that he or she has full power and authority to enter into this
Agreement and that the execution of this Agreement will not breach or constitute
a default of any other agreement or contract to which he or she is a party or by
which he or she is bound.

         12. ASSIGNMENT. This Agreement may be assigned by Employer, but cannot
be assigned by Employee.

         13. BINDING AGREEMENT. Employee understands that his or her obligations
under Section 10 of this Agreement are binding upon Employee's heirs,
successors, personal representatives, and legal representatives.

EMPLOYMENT AGREEMENT                                                     PAGE 10


<PAGE>   72

         14. NOTICES. All notices pursuant to this Agreement shall be in writing
and sent certified mail, return receipt requested, addressed as follows:

If to Employee:                        Jeffrey W. Dean
                                       22006 - 100th Avenue West
                                       Edmonds, Washington USA 98020

with a copy to:                        Ron L. Bozzer
                                       Borden Ladner Gervais LLP
                                       1200 Waterfront Centre
                                       200 Burrard Street
                                       P.O.Box 48600
                                       Vancouver, Canada V7X 1T2


If to Employer:                        Global Election Systems, Inc.
                                       1611 Wilmeth Road
                                       McKinney, Texas U.S.A. 75069

With a copy to:                        Brice Tarzwell, Esq.
                                       Winstead Sechrest & Minick P.C.
                                       5400 Renaissance Tower
                                       1201 Elm Street
                                       Dallas, Texas 75270

         15. WAIVER. No waiver by either party to this Agreement of any right to
enforce any term or condition of this Agreement, or of any breach hereof shall
be deemed a waiver of such right in the future or of any other right or remedy
available under this Agreement.

         16. SEVERABILITY. If any provision of this Agreement is determined to
be void, invalid, unenforceable, or against public policy, such provisions shall
be deemed severable from the Agreement, and the remaining provisions of the
Agreement will remain unaffected and in full force and effect. Furthermore, any
breach by Employer of any provision of this Agreement shall not excuse
Employee's compliance with the requirements of Paragraphs 9 or 10, to the extent
they are otherwise enforceable.

         17. ARBITRATION. In the event any dispute arises out of Employee's
employment with Employer, or separation therefrom, which cannot be resolved by
the parties to this Agreement, such dispute shall be submitted to final and
binding arbitration. The arbitration shall be conducted in accordance with the
American Arbitration Association ("AAA"). If the parties cannot agree on an
arbitrator, a list of seven (7) arbitrators will be requested from AAA, and the
arbitrator will be selected using alternate strikes with Employee striking
first. The cost of the arbitration will be shared equally by Employee and
Employer. Arbitration of such disputes is mandatory and in lieu of any and all
civil causes of action and lawsuits either party may have


EMPLOYMENT AGREEMENT                                                     PAGE 11

<PAGE>   73

against the other arising out of Employee's employment with Employer, or
separation therefrom; provided, however, that any claim Employer has for breach
of the covenants contained in Paragraphs 9 and 10 of this Agreement shall not be
subject to mandatory arbitration, and may be pursued in a court of law or
equity.

         18. ENTIRE AGREEMENT. The terms and provisions contained herein shall
constitute the entire agreement between the parties with respect to Employee's
employment with Employer during the time period covered by this Agreement. This
Agreement replaces and supersedes any and all existing Agreements entered into
between Employee and the Company relating generally to the same subject matter,
if any, and shall be binding upon Employee's heirs, executors, administrators,
or other legal representatives or assigns.

         19. MODIFICATION OF AGREEMENT. This Agreement may not be changed or
modified or released or discharged or abandoned or otherwise terminated, in
whole or in part, except by an instrument in writing signed by the Employee and
an officer or other authorized executive of Employer.

         20. UNDERSTAND AGREEMENT. Employee represents and warrants that he or
she has read and understood each and every provision of this Agreement, and
Employee understands that he or she is free to obtain advice from legal counsel
of choice, if necessary and desired, in order to interpret any and all
provisions of this Agreement, and that Employee has freely and voluntarily
entered into this Agreement.

         21. EFFECTIVE DATE. It is understood by Employee that this Agreement
shall be effective when signed by both Employer and Employee, and that the terms
of this Agreement shall remain in full force and effect both during the
continuation of Employee's employment and, except for paragraphs 4, 5, 6 and 7,
after the termination of Employee's employment for any reason.

         22. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

              [The balance of this page left blank intentionally.]





EMPLOYMENT AGREEMENT                                                     PAGE 12

<PAGE>   74

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


EMPLOYEE                               GLOBAL

Jeffrey W. Dean                        GLOBAL ELECTION SYSTEMS, INC.


/s/ Jeffrey W. Dean                    By: /s/ Robert J. Urosevich
------------------------                   --------------------------------
Employee's Name                        Robert J. Urosevich
                                       President and Chief Operating Officer


Dated: 09/29/00                        Dated: 09/29/00
      ---------                              ---------








EMPLOYMENT AGREEMENT                                                     PAGE 13
<PAGE>   75
                              EMPLOYMENT AGREEMENT

          This Agreement is between David W. Dean (hereinafter referred to as
"Employee") and SPECTRUM PRINT & MAIL SERVICES, LTD., a corporation incorporated
under the laws of the State of Delaware, U.S.A. (hereinafter referred to
"Employer" or the "Company"), and Global Election Systems, Inc., a corporation
incorporated under the laws of the State of Delaware ("Global").

                                   WITNESSETH:

          WHEREAS, Employer desires to employ Employee; and

          WHEREAS, Employee desires to accept employment by Employer pursuant to
all of the terms and conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is AGREED as follows:

          1. PURPOSE. The purpose of this Agreement is to formalize the terms
and conditions of Employee's employment with Employer. The recitals contained
herein represent both parties' intentions with respect to the terms and
conditions covered and cannot be amended during the term of the Agreement except
by written addendum to the Agreement signed by both parties.

          2. DEFINITIONS. For the purposes of this Agreement, the following
words shall have the following meanings:

                  (a)      "Employer" means Global Election Systems, Inc., a
                           corporation incorporated under the laws of the State
                           of Delaware, together with its subsidiaries,
                           including, without limitation, Spectrum Print & Mail
                           Services, Ltd;

                  (b)      "Confidential Information" means information (1)
                           disclosed to or known by the undersigned Employee as
                           a consequence of or through his or her employment
                           with the Employer; (2) not generally known outside
                           the Employer; and (3) which relates to the Employer
                           or its business, or its research and development
                           activities. "Confidential Information" includes, but
                           is not limited to, all of Employer's technical
                           information, trade secrets, proprietary information,
                           business plans, marketing plans, financial
                           information, compensation and benefit information,
                           personnel records, cost and pricing information,
                           customer contacts, customer lists, information
                           relating to suppliers and vendors, information
                           relating to


EMPLOYMENT AGREEMENT                                                      PAGE 1
<PAGE>   76


                           accounts, and information provided to the Employer by
                           a third party under restrictions against disclosure
                           or use by the Employer or others;

                  (c)      "Copyright Works" are materials relating to the
                           Employee for which copyright protection may be
                           obtained including, but not limited to: literary
                           works (including all written material), computer
                           programs, artistic and graphic works (including
                           designs, graphs, drawings, blueprints, and other
                           works), recordings, models, photographs, slides,
                           motion pictures, and audio-visual works, regardless
                           of the form or manner in which documented or
                           recorded;

                  (d)      "Inventions" means inventions (whether patentable or
                           not), discoveries, improvements, designs, and ideas
                           (whether or not shown or described in writing or
                           reduced to practice) including, and in addition to
                           any such Confidential Information or Copyright Works;
                           and

                  (e)      "Patents" means any domestic or foreign patents and
                           patent applications, including any Inventions or
                           other subject matter described or protected by such
                           patents and patent applications.

                  (f)      "Copyright Registrations" means any domestic or
                           foreign copyright registration and applications for
                           such registration, including all or any portion of
                           the Copyright Works or other subject matter
                           identified by any such registration or application.

         3. DURATION. This Agreement shall become effective on September 29,
2000 and, unless terminated as hereinafter provided, extend until December 31,
2000. Unless Employee or Employer gives notice of his or her or its intention
not to renew this Agreement no later than thirty (30) days prior to its
expiration, this Agreement shall automatically continue in effect for successive
additional one-year terms subject to all other terms and conditions contained
herein.

         4. DUTIES AND RESPONSIBILITIES. Upon execution of this Agreement,
Employee shall diligently render his or her services to Employer in accordance
with the directives of Employer's President, and shall use his or her best
efforts and good faith in accomplishing such directives. Employee agrees to
devote his or her full-time efforts, abilities, and attention (defined to mean
not less than forty (40) hours/week) to the business of the Employer, and shall
not engage in any activities which will interfere with such efforts.

         5. COMPENSATION.

                  (a)      In consideration for such services, Employer shall
                           compensate Employee at an annual salary of $70,000,
                           payable in installments in accordance with the
                           standard payroll practices of Employer for its
                           employees, for the first twelve (12) months of this
                           Agreement.

EMPLOYMENT AGREEMENT                                                      PAGE 2


<PAGE>   77


                   (b)     Employer shall review Employee's salary as provided
                           for above no less frequently than each anniversary of
                           this Agreement; however, nothing shall prevent the
                           Employer from making such adjustments more frequently
                           if determined necessary.

         6. REIMBURSEMENT FOR EXPENSES. Employer shall reimburse Employee for
all reasonable expenses incurred by him or her while performing services for
Employer pursuant to this Agreement, but only after Employee submits a written,
itemized, and signed list of such expenses on a form supplied by Employer for
such purpose.

         7. BENEFITS. Employer agrees to provide and/or make available to
Employee all benefits generally provided to its management employees.

         8. TERMINATION.

                  (a)      Employer may terminate Employee's employment upon his
                           or her death, or if he or she is unable to perform
                           the essential functions of his or her position with
                           reasonable accommodation for three (3) consecutive
                           months, or for a total of four (4) months during any
                           twelve (12) month period.

                  (b)      Employer may also terminate Employee's employment
                           immediately for "Cause." Cause is defined to include,
                           but is not limited to:

                           (1)      fraud, misappropriation, or embezzlement
                                    involving Employer;

                           (2)      felony conviction;

                           (3)      Employee's repeated failure to obey or carry
                                    out reasonable directives from Employer
                                    senior management which are consistent with
                                    this Agreement and pertain to Employee's
                                    employment with Employer;

                           (4)      Employee's repeated failure to devote his or
                                    her full-time efforts, abilities, and
                                    attention to the business of the Employer;

                           (5)      repeated poor performance by the Employee;
                                    or

                           (6)      any breach or threatened breach of Paragraph
                                    9 (a), (b), (d), (e), (f), (g) or (h), or
                                    Paragraph 10 (a), (b), (c), (d), (e) or (f)
                                    below.

                  (c)      Employer may terminate this Agreement without cause
                           upon ten (10) days written notice to Employee. In the
                           event Employee is terminated pursuant to this
                           provision, Employer can either require Employee to
                           remain in its

EMPLOYMENT AGREEMENT                                                      PAGE 3


<PAGE>   78


                           employ for the duration of the ten (10) days, or
                           compensate Employee his or her normal salary for the
                           duration of the ten (10) day period and terminate his
                           or her employment effective immediately. If Employee
                           is terminated pursuant to this provision, he or she
                           will receive compensation and benefits through the
                           end of a 30 day period commencing on the date
                           Employee is notified of his or her termination (the
                           "Severance Benefit").

                  (d)      Employee may terminate this Agreement upon ten (10)
                           days written notice to Employer. In the event
                           Employee terminates his or her employment in this
                           manner, he or she shall remain in Employer's employ
                           subject to all terms and conditions of this Agreement
                           for the entire ten (10) day period, unless instructed
                           otherwise by the President, but shall not be entitled
                           to any Severance Benefit.

                  (e)      In the event Employee is terminated for Cause, his or
                           her salary and benefits will cease immediately
                           without payment of any Severance Benefit.

         9.       INVENTIONS, CONFIDENTIAL INFORMATION, PATENTS, AND COPYRIGHT
                  WORKS.

                  (a)      NOTIFICATION OF COMPANY. Upon conception, all
                           Inventions, Confidential Information, and Copyright
                           Works shall become the property of the Employer (or
                           the United States Government where required by law)
                           whether or not patent or copyright registration
                           applications are filed for such subject matter.
                           Employee will communicate to the Employer promptly
                           and fully all Inventions, or suggestions (whether or
                           not patentable), all Confidential Information or
                           Copyright Works made, designed, created, or conceived
                           by Employee (whether made, designed, created, or
                           conceived solely by Employee or jointly with others)
                           during the period of his or her employment with the
                           Employer: (a) which relate to the actual or
                           anticipated business, research, activities, or
                           development of the Employer at the time of the
                           conception; or (b) which result from or suggested by
                           any work which Employee has done or may do for or on
                           behalf of the Employer; or (c) which are developed,
                           tested, improved, or investigated either in part or
                           entirely on time for which Employee was paid by the
                           Employer, or using any resources of the Employer.

                  (b)      TRANSFER OF RIGHTS. Employee agrees, during his or
                           her employment with the Employer, to assign and
                           transfer to the Employer Employee's entire right,
                           title, and interest in all Inventions, Confidential
                           Information, Copyright Works and Patents prepared,
                           made or conceived by or in behalf of Employee (solely
                           or jointly with others): (a) which relate in any way
                           to the actual or anticipated business of the
                           Employer, or (b) which relate in any way to the
                           actual or anticipated research or development of the

EMPLOYMENT AGREEMENT                                                      PAGE 4

<PAGE>   79


                           Employer, or (c) which are suggested by or result,
                           directly or indirectly, from any task assigned to
                           Employee or in which Employee otherwise engages in
                           behalf of the Employer. Employee also agrees to do
                           all things necessary to transfer to the Employer
                           Employee's entire right, title, and interest in and
                           to all such Inventions, Confidential Information,
                           Copyright Works or Patents as the Employer may
                           request, on such forms as the Employer may provide,
                           at any time during or after Employee's employment.
                           Employee will promptly and fully assist the Employer
                           during and subsequent to his or her employment in
                           every lawful way to obtain, protect, and enforce the
                           Employer's patent, copyrights, trade secret or other
                           proprietary rights for Inventions, Confidential
                           Information, Copyright Works or Patents in any and
                           all countries.

                  (c)      NOTICE OF RIGHTS UNDER STATE STATUTES. No provision
                           in this Agreement is intended to require assignment
                           of any of the Employee's rights in an Invention for
                           which no equipment, supplies, facilities,
                           Confidential Information, Copyright Works,
                           Inventions. Patents or information of the Employer
                           was used, and which was (1) developed entirely on the
                           Employee's own time; (2) does not relate to the
                           business of the Employer or to the actual or
                           demonstrably anticipated research or development of
                           the Employer; and (3) does not result from any work
                           performed by the Employee for the Employer or
                           assigned to the Employee by the Employer.

                  (d)      RIGHTS IN COPYRIGHTS. Unless otherwise agreed in
                           writing by the Employer, all Copyright Works prepared
                           wholly or partially by Employee (alone or jointly
                           with others) within the scope of his or her
                           employment with the Employer, shall be deemed a "work
                           made for hire" under the copyright laws and shall be
                           owned by the Employer. Employee understands that any
                           assignment or release of such works can only be made
                           by the Employer. Employee will do everything
                           reasonably necessary to enable the Employer or its
                           nominee to protect its rights in such works. Employee
                           agrees to execute all documents and to do all things
                           necessary to vest in the Employer Employee's right
                           and title to copyrights in such works. Employee shall
                           not assist or work with any third party that is not
                           an employee of Employer to create or prepare any
                           Copyright Works without the prior written consent of
                           Employer.

                  (e)      ASSISTANCE IN PREPARATION OF APPLICATIONS. Employee
                           will promptly and fully assist, if requested by the
                           Employer, in the preparation and filing of Patents
                           and Copyright Registrations in any and all countries
                           selected by the Employer and will assign to the
                           Employer Employee's entire right, title, and interest
                           in and to such Patents and Copyright Registrations,
                           as well as all Inventions or Copyright Works to which
                           such Patents and Copyright Registrations pertain, to
                           enable any such properties to be

EMPLOYMENT AGREEMENT                                                      PAGE 5
<PAGE>   80


                           prosecuted under the direction of the Employer and to
                           ensure that any Patent or Copyright Registration
                           obtained will validly issue to the Employer.

                  (f)      EXECUTE DOCUMENTS. Employee will promptly sign any
                           and all lawful papers, take all lawful oaths, and do
                           all lawful acts, including testifying, at the request
                           of Employer, in connection with the procurement,
                           grant, enforcement, maintenance, exploitation, or
                           defense against assertion of any patent, trademark,
                           copyright, trade secret or related rights, including
                           applications for protection or registration thereof.
                           Such lawful papers include, but are not limited to,
                           any and all powers, assignments, affidavits,
                           declarations and other papers deemed by the Employer
                           to be necessary or advisable.

                  (g)      KEEP RECORDS. Employee will keep and regularly
                           maintain adequate and current written records of all
                           Inventions, Confidential Information, and Copyright
                           Works in which he or she participates in creating,
                           conceiving, developing or manufacturing. Such records
                           shall be kept and maintained in the form of notes,
                           sketches, drawings, reports, or other documents
                           relating thereto, bearing at least the date of
                           preparation and the signatures or name of each
                           employee contributing to the subject matter reflected
                           in the record. Such records shall be and shall remain
                           the exclusive property of the Employer and shall be
                           available to the Employer at all times.

                  (h)      RETURN OF DOCUMENTS, EQUIPMENT, ETC. All writings,
                           records, and other documents and things comprising,
                           containing, describing, discussing, explaining, or
                           evidencing any Inventions, Confidential Information,
                           or Copyright Works and all equipment, components,
                           parts, tools, and the like in Employee's custody or
                           possession that have been obtained or prepared in the
                           course of Employee's employment with the Employer
                           shall be the exclusive property of the Employer,
                           shall not be copied and/or removed from the premises
                           of the Employer, except in pursuit of the business of
                           the Employer, and shall be delivered to the Employer,
                           without Employee retaining any copies, upon
                           notification of the termination of Employee's
                           employment or at any other time requested by the
                           Employer. The Employer shall have the right to
                           retain, access, and inspect all property of the
                           Employee of any kind in the office, work area, and on
                           the premises of the Employer upon termination of
                           Employee's employment and at any time during
                           employment by the Employer, to ensure compliance with
                           the terms of this Agreement.

                  (i)      OTHER CONTRACTS. Employee represents and warrants
                           that he or she is not a party to any existing
                           contract relating to the granting or assignment to
                           others of any interest in Inventions, Confidential
                           Information, Copyright

EMPLOYMENT AGREEMENT                                                      PAGE 6
<PAGE>   81


                           Works or Patents hereafter made by Employee except
                           insofar as copies of such contracts, if any, are
                           attached to this Agreement.

                  (j)      ASSIGNMENT AFTER TERMINATION. Employee recognizes
                           that ideas, Inventions, Confidential Information,
                           Copyright Works, Copyright Registrations or Patents
                           relating to his or her activities while working for
                           the Employer that are conceived or made by Employee,
                           alone or with others, within one (1) year after
                           termination of his or her employment may have been
                           conceived in significant part while Employee was
                           employed by the Employer. Accordingly, Employee
                           agrees that such ideas, Inventions, Confidential
                           Information, Copyright Works, Copyright Registrations
                           or Patents shall be presumed to have been conceived
                           and made during his or her employment with the
                           Employer and are to be assigned to the Employer.

                  (k)      PRIOR CONCEPTIONS. At the end of this Agreement,
                           Employee has set forth what he or she represents and
                           warrants to be a complete list of all Inventions, if
                           any, patented or unpatented, or Copyright Works,
                           including a brief description thereof (without
                           revealing any confidential or proprietary information
                           of any other party) which Employee participated in
                           the conception, creation, development, or making of
                           prior to his or her employment with the Employer and
                           for which Employee claims full or partial ownership
                           or other interest, or which are in the physical
                           possession of a former employer and which are
                           therefore excluded from the scope of this Agreement.
                           If there are no such exclusions from this Agreement,
                           Employee has so indicated by writing "None" below in
                           his or her own handwriting.

         10. NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY. Employee
recognizes and agrees that a portion of the compensation he or she is to receive
pursuant to this Agreement is provided in consideration for the agreements
contained in this Paragraph. Employee further acknowledges and agrees that while
employed pursuant to this Agreement, he or she will have access to confidential
information of Employer, will be provided with specialized training on how to
perform his or her duties; and will be provided with contact with Employer's
customers and potential customers. In consideration of all of the foregoing,
Employee agrees as follows:

                  (a)      NON-COMPETITION DURING EMPLOYMENT. Employee agrees
                           that for the duration of this Agreement, he or she
                           will not compete with the Employer by engaging in the
                           conception, design, development, production,
                           marketing, or servicing of any product or service
                           that is substantially similar to the products or
                           services which the Employer provides, and that he or
                           she will not work for, in any capacity, assist, or
                           become affiliated with as an owner, partner, etc.,
                           either directly or indirectly, any individual

EMPLOYMENT AGREEMENT                                                      PAGE 7
<PAGE>   82

                           or business which offers or performs services, or
                           offers or provides products substantially similar to
                           the services and products provided by Employer.

                  (b)      CONFLICTS OF INTEREST. Employee agrees that for the
                           duration of this Agreement, he or she will not
                           engage, either directly or indirectly, in any
                           activity (a "Conflict of Interest") which might
                           adversely affect Employer or its affiliates,
                           including ownership of a material interest in any
                           supplier, contractor, distributor, subcontractor,
                           customer or other entity with which Employer does
                           business or accepting any payment, service, loan,
                           gift, trip, entertainment, or other favor in each
                           case having a value exceeding US $200 from a
                           supplier, contractor, distributor, subcontractor,
                           customer or other entity with which Employer does
                           business, and that Employee will promptly inform
                           Employer's President, or a corporate officer of
                           Employer designated by the President, as to each
                           offer received by Employee to engage in any such
                           activity. Employee further agrees to disclose to
                           Employer any other facts of which Employee becomes
                           aware which might involve or give rise to a Conflict
                           of Interest or potential Conflict of Interest.

                  (c)      NON-COMPETITION AFTER TERMINATION. Employee agrees
                           that Employee shall not, directly or indirectly, at
                           any time during the period of two (2) years after the
                           termination of this Agreement for any reason,
                           including expiration of the Agreement, within a
                           geographical area encompassing 200 miles surrounding
                           any of Employer's offices, as an employee,
                           consultant, or director, provide any services to, or
                           engage in or contribute Employee's knowledge to any
                           work which is competitive with or similar to a
                           product, process, apparatus or services provided by
                           the Employer. Following the expiration of said two
                           (2) year period, Employee shall continue to be
                           obligated under the Nondisclosure of Confidential
                           Information section of this Agreement not to use or
                           to disclose Confidential Information of the Employer
                           so long as it shall not be publicly available. It is
                           understood that the geographical area set forth in
                           this covenant is divisible so that if this clause is
                           invalid or unenforceable in an included geographic
                           area, that area is severable and the clause remains
                           in effect for the remaining included geographic areas
                           in which the clause is valid.

                  (d)      NON-SOLICITATION OF CUSTOMERS. Employee further
                           agrees that for the duration of this Agreement, and
                           for a period of two (2) years after the termination
                           of this Agreement for any reason, including
                           expiration of the Agreement, he or she will not
                           solicit or accept any business from any customer or
                           client or prospective customer or client with whom
                           Employee dealt or solicited while employed by
                           Employer.

EMPLOYMENT AGREEMENT                                                      PAGE 8
<PAGE>   83

                  (e)      NON-SOLICITATION OF EMPLOYEES. Employee agrees that
                           for the duration of this Agreement, and for a period
                           of two (2) years after the termination of this
                           Agreement for any reason, including expiration of the
                           Agreement, he or she will not either directly or
                           indirectly, on his or her own behalf or on behalf of
                           others, solicit, attempt to hire, or hire any person
                           employed by Employer to work for Employee or for
                           another entity, firm, corporation, or individual.

                  (f)      CONFIDENTIAL INFORMATION. Employee further agrees
                           that Employee will not, except as the Employer may
                           otherwise consent or direct in writing, reveal or
                           disclose, sell, use, lecture upon, publish or
                           otherwise disclose to any third party any
                           Confidential Information or proprietary information
                           of the Employer, or authorize anyone else to do these
                           things at any time either during or subsequent to his
                           or her employment with the Employer. This section
                           shall continue in full force and effect after
                           termination of Employee's employment and after the
                           termination of this Agreement for any reason,
                           including expiration of this Agreement. Employee's
                           obligations under this section of this Agreement with
                           respect to any specific Confidential Information and
                           proprietary information shall cease when that
                           specific portion of the Confidential Information and
                           proprietary information becomes publicly known, in
                           its entirety and without combining portions of such
                           information obtained separately. It is understood
                           that such Confidential Information and proprietary
                           information of the Employer include matters that
                           Employee conceives or develops, as well as matters
                           Employee learns from other employees of Employer.

                  (g)      REAFFIRM OBLIGATIONS. Upon termination of his or her
                           employment with the Employer, Employee, if requested
                           by Employer, shall reaffirm in writing Employee's
                           recognition of the importance of maintaining the
                           confidentiality of the Employer's Confidential
                           Information, disclose the identity of his or her new
                           employer or business ventures, and reaffirm any other
                           obligations set forth in this Agreement.

                  (h)      PRIOR DISCLOSURE. Employee represents and warrants
                           that he or she has not used or disclosed any
                           Confidential Information he or she may have obtained
                           from Employer prior to signing this Agreement, in any
                           way inconsistent with the provisions of this
                           Agreement.

                  (i)      CONFIDENTIAL INFORMATION OF PRIOR EMPLOYERS. Employee
                           will not disclose or use during the period of his or
                           her employment with the Employer any proprietary or
                           confidential information or copyright works which
                           Employee may have acquired because of employment with
                           an employer other than the Employer or Spectrum or
                           acquired from any other

EMPLOYMENT AGREEMENT                                                      PAGE 9
<PAGE>   84


                           third party, whether such information is in
                           Employee's memory or embodied in a writing or other
                           physical form.

                  (j)      TIME PERIOD. The time periods referenced in this
                           Paragraph shall not include any period of time during
                           which Employee is in breach of this Agreement.

                  (k)      BREACH. Employee agrees that any breach of Paragraphs
                           10(a), (b), (c), (d), (e) or (l) above cannot be
                           remedied solely by money damages, and that in
                           addition to any other remedies Employer may have,
                           Employer is entitled to obtain injunctive relief
                           against Employee. Nothing herein, however, shall be
                           construed as limiting Employer's right to pursue any
                           other available remedy at law or in equity, including
                           recovery of damages and termination of this
                           Agreement; provided further, that any breach of
                           Paragraphs 10(a), (c), (d), (e) or (f) by Employee
                           subsequent to his or her employment with Employer
                           will result in forfeiture of all rights to pension
                           benefits and other severance and retirement benefits.

                  (l)      INDEPENDENT COVENANTS. All covenants contained in
                           Paragraph 10 of this Agreement shall be construed as
                           agreements independent of any other provision of this
                           Agreement, and the existence of any claim or cause of
                           action by Employer against the Employee, whether
                           predicated on this Agreement or otherwise, shall not
                           constitute a defense to the enforcement by the
                           Company of such covenants.

         11. RIGHT TO ENTER AGREEMENT. Employee represents and covenants to
Employer that he or she has full power and authority to enter into this
Agreement and that the execution of this Agreement will not breach or constitute
a default of any other agreement or contract to which he or she is a party or by
which he or she is bound.

         12. ASSIGNMENT. This Agreement may be assigned by Employer, but cannot
be assigned by Employee.

         13. BINDING AGREEMENT. Employee understands that his or her obligations
under Section 10 of this Agreement are binding upon Employee's heirs,
successors, personal representatives, and legal representatives.

         14. NOTICES. All notices pursuant to this Agreement shall be in writing
and sent certified mail, return receipt requested, addressed as follows:

                   If to Employee:
                                             -------------------------------

                                             -------------------------------

                                             -------------------------------

EMPLOYMENT AGREEMENT                                                     PAGE 10
<PAGE>   85



           with a copy to:
                                             -------------------------------

                                             -------------------------------

                                             -------------------------------

           If to Employer:                   Global Election Systems, Inc.
                                             1611 Wilmeth Road
                                             McKinney, Texas U.S.A. 75069

           with a copy to:                   Brice Tarzwell, Esq.
                                             Winstead Sechrest & Minick P.C.
                                             5400 Renaissance Tower
                                             1201 Elm Street
                                             Dallas, Texas 75270

         15. WAIVER. No waiver by either party to this Agreement of any right to
enforce any term or condition of this Agreement, or of any breach hereof, shall
be deemed a waiver of such right in the future or of any other right or remedy
available under this Agreement.

         16. SEVERABILITY. If any provision of this Agreement is determined to
be void, invalid, unenforceable, or against public policy, such provisions shall
be deemed severable from the Agreement, and the remaining provisions of the
Agreement will remain unaffected and in full force and effect. Furthermore, any
breach by Employer of any provision of this Agreement shall not excuse
Employee's compliance with the requirements of Paragraphs 9 or 10, to the extent
they are otherwise enforceable.

         17. ARBITRATION. In the event any dispute arises out of Employee's
employment with Employer, or separation therefrom, which cannot be resolved by
the parties to this Agreement, such dispute shall be submitted to final and
binding arbitration. The arbitration shall be conducted in accordance with the
American Arbitration Association ("AAA"). If the parties cannot agree on an
arbitrator, a list of seven (7) arbitrators will be requested from AAA, and the
arbitrator will be selected using alternate strikes with Employee striking
first. The cost of the arbitration will be shared equally by Employee and
Employer. Arbitration of such disputes is mandatory and in lieu of any and all
civil causes of action and lawsuits either party may have against the other
arising out of Employee's employment with Employer, or separation therefrom;
provided, however, that any claim Employer has for breach of the covenants
contained in Paragraphs 9 and 10 of this Agreement shall NOT be subject to
mandatory arbitration, and may be pursued in a court of law or equity.

         18. ENTIRE AGREEMENT. The terms and provisions contained herein shall
constitute the entire agreement between the parties with respect to Employee's
employment with Employer during the time period covered by this Agreement. This
Agreement replaces and supersedes any

EMPLOYMENT AGREEMENT                                                     PAGE 11
<PAGE>   86


and all existing Agreements entered into between Employee and the Company
relating generally to the same subject matter, if any, and shall be binding upon
Employee's heirs, executors, administrators, or other legal representatives or
assigns.

         19. MODIFICATION OF AGREEMENT. This Agreement may not be changed or
modified or released or discharged or abandoned or otherwise terminated, in
whole or in part, except by an instrument in writing signed by the Employee and
an officer or other authorized executive of Employer.

         20. UNDERSTAND AGREEMENT. Employee represents and warrants that he or
she has read and understood each and every provision of this Agreement, and
Employee understands that he or she is free to obtain advice from legal counsel
of choice, if necessary and desired, in order to interpret any and all
provisions of this Agreement, and that Employee has freely and voluntarily
entered into this Agreement.

         21. EFFECTIVE DATE. It is understood by Employee that this Agreement
shall be effective when signed by both Employer and Employee, and that the terms
of this Agreement shall remain in full force and effect both during the
continuation of Employee's employment and, except for paragraphs 4, 5, 6 and 7,
after the termination of Employee's employment for any reason.

         22. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

         23. BENEFICIARY OF AGREEMENT. This Agreement is being made for the
benefit of Global, which shall have all rights and remedies available to it
under this Agreement as the Company, and shall be able to claim all rights and
remedies available to the Company hereunder.

              [The balance of this page left blank intentionally.]









EMPLOYMENT AGREEMENT                                                     PAGE 12
<PAGE>   87


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


EMPLOYEE                                GLOBAL

David W. Dean                           GLOBAL ELECTION SYSTEMS, INC.


/s/ David W. Dean                       By: /s/ Robert J. Urosevich
----------------------                     ----------------------------------
Employee's Name                         Robert J. Urosevich
                                        President and Chief Operating Officer


Dated: 09/29/00                         Dated: 09/29/00
       --------                                --------











EMPLOYMENT AGREEMENT                                                     PAGE 13

<PAGE>   88
                              EMPLOYMENT AGREEMENT

          This Agreement is between Tae Yon Kim (hereinafter referred to as
"Employee") and SPECTRUM PRINT & MAIL SERVICES, LTD., a corporation incorporated
under the laws of the State of Delaware, U.S.A. (hereinafter referred to
"Employer" or the "Company"), and Global Election Systems, Inc., a corporation
incorporated under the laws of the State of Delaware ("Global").

                                   WITNESSETH:

          WHEREAS, Employer desires to employ Employee; and

          WHEREAS, Employee desires to accept employment by Employer pursuant to
all of the terms and conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is AGREED as follows:

          1. PURPOSE. The purpose of this Agreement is to formalize the terms
and conditions of Employee's employment with Employer. The recitals contained
herein represent both parties' intentions with respect to the terms and
conditions covered and cannot be amended during the term of the Agreement except
by written addendum to the Agreement signed by both parties.

         2. DEFINITIONS. For the purposes of this Agreement, the following words
shall have the following meanings:

                  (a)      "Employer" means Global Election Systems, Inc., a
                           corporation incorporated under the laws of the State
                           of Delaware, together with its subsidiaries,
                           including, without limitation, Spectrum Print & Mail
                           Services, Ltd;

                  (b)      "Confidential Information" means information (1)
                           disclosed to or known by the undersigned Employee as
                           a consequence of or through his or her employment
                           with the Employer; (2) not generally known outside
                           the Employer; and (3) which relates to the Employer
                           or its business, or its research and development
                           activities. "Confidential Information" includes, but
                           is not limited to, all of Employer's technical
                           information, trade secrets, proprietary information,
                           business plans, marketing plans, financial
                           information, compensation and benefit information,
                           personnel records, cost and pricing information,
                           customer contacts, customer lists, information
                           relating to suppliers and vendors, information
                           relating to

EMPLOYMENT AGREEMENT                                                      PAGE 1
<PAGE>   89


                           accounts, and information provided to the Employer by
                           a third party under restrictions against disclosure
                           or use by the Employer or others;

                  (c)      "Copyright Works" are materials relating to the
                           Employee for which copyright protection may be
                           obtained including, but not limited to: literary
                           works (including all written material), computer
                           programs, artistic and graphic works (including
                           designs, graphs, drawings, blueprints, and other
                           works), recordings, models, photographs, slides,
                           motion pictures, and audio-visual works, regardless
                           of the form or manner in which documented or
                           recorded;

                  (d)      "Inventions" means inventions (whether patentable or
                           not), discoveries, improvements, designs, and ideas
                           (whether or not shown or described in writing or
                           reduced to practice) including, and in addition to
                           any such Confidential Information or Copyright Works;
                           and

                  (e)      "Patents" means any domestic or foreign patents and
                           patent applications, including any Inventions or
                           other subject matter described or protected by such
                           patents and patent applications.

                  (f)      "Copyright Registrations" means any domestic or
                           foreign copyright registration and applications for
                           such registration, including all or any portion of
                           the Copyright Works or other subject matter
                           identified by any such registration or application.

         3. DURATION. This Agreement shall become effective on September 29,
2000 and, unless terminated as hereinafter provided, extend until December 31,
2000. Unless Employee or Employer gives notice of his or her or its intention
not to renew this Agreement no later than thirty (30) days prior to its
expiration, this Agreement shall automatically continue in effect for successive
additional one-year terms subject to all other terms and conditions contained
herein.

         4. DUTIES AND RESPONSIBILITIES. Upon execution of this Agreement,
Employee shall diligently render his or her services to Employer in accordance
with the directives of Employer's President, and shall use his or her best
efforts and good faith in accomplishing such directives. Employee agrees to
devote his or her full-time efforts, abilities, and attention (defined to mean
not less than forty (40) hours/week) to the business of the Employer, and shall
not engage in any activities which will interfere with such efforts.

         5. COMPENSATION.

                  (a)      In consideration for such services, Employer shall
                           compensate Employee at an annual salary of $70,000,
                           payable in installments in accordance with the
                           standard payroll practices of Employer for its
                           employees, for the first twelve (12) months of this
                           Agreement.

EMPLOYMENT AGREEMENT                                                      PAGE 2
<PAGE>   90


                  (b)      Employer shall review Employee's salary as provided
                           for above no less frequently than each anniversary of
                           this Agreement; however, nothing shall prevent the
                           Employer from making such adjustments more frequently
                           if determined necessary.

         6. REIMBURSEMENT FOR EXPENSES. Employer shall reimburse Employee for
all reasonable expenses incurred by him or her while performing services for
Employer pursuant to this Agreement, but only after Employee submits a written,
itemized, and signed list of such expenses on a form supplied by Employer for
such purpose.

         7. BENEFITS. Employer agrees to provide and/or make available to
Employee all benefits generally provided to its management employees.

         8. TERMINATION.

                  (a)      Employer may terminate Employee's employment upon his
                           or her death, or if he or she is unable to perform
                           the essential functions of his or her position with
                           reasonable accommodation for three (3) consecutive
                           months, or for a total of four (4) months during any
                           twelve (12) month period.

                  (b)      Employer may also terminate Employee's employment
                           immediately for "Cause." Cause is defined to include,
                           but is not limited to:

                           (1)      fraud, misappropriation, or embezzlement
                                    involving Employer;

                           (2)      felony conviction;

                           (3)      Employee's repeated failure to obey or carry
                                    out reasonable directives from Employer
                                    senior management which are consistent with
                                    this Agreement and pertain to Employee's
                                    employment with Employer;

                           (4)      Employee's repeated failure to devote his or
                                    her full-time efforts, abilities, and
                                    attention to the business of the Employer;

                           (5)      repeated poor performance by the Employee;
                                    or

                           (6)      any breach or threatened breach of Paragraph
                                    9 (a), (b), (d), (e), (f), (g) or (h), or
                                    Paragraph 10 (a), (b), (c), (d), (e) or (f)
                                    below.

                  (c)      Employer may terminate this Agreement without cause
                           upon ten (10) days written notice to Employee. In the
                           event Employee is terminated pursuant to this
                           provision, Employer can either require Employee to
                           remain in its

EMPLOYMENT AGREEMENT                                                      PAGE 3
<PAGE>   91


                           employ for the duration of the ten (10) days, or
                           compensate Employee his or her normal salary for the
                           duration of the ten (10) day period and terminate his
                           or her employment effective immediately. If Employee
                           is terminated pursuant to this provision, he or she
                           will receive compensation and benefits through the
                           end of a 30 day period commencing on the date
                           Employee is notified of his or her termination (the
                           "Severance Benefit").

                  (d)      Employee may terminate this Agreement upon ten (10)
                           days written notice to Employer. In the event
                           Employee terminates his or her employment in this
                           manner, he or she shall remain in Employer's employ
                           subject to all terms and conditions of this Agreement
                           for the entire ten (10) day period, unless instructed
                           otherwise by the President, but shall not be entitled
                           to any Severance Benefit.

                  (e)      In the event Employee is terminated for Cause, his or
                           her salary and benefits will cease immediately
                           without payment of any Severance Benefit.

         9. INVENTIONS, CONFIDENTIAL INFORMATION, PATENTS, AND COPYRIGHT WORKS.

                  (a)      NOTIFICATION OF COMPANY. Upon conception, all
                           Inventions, Confidential Information, and Copyright
                           Works shall become the property of the Employer (or
                           the United States Government where required by law)
                           whether or not patent or copyright registration
                           applications are filed for such subject matter.
                           Employee will communicate to the Employer promptly
                           and fully all Inventions, or suggestions (whether or
                           not patentable), all Confidential Information or
                           Copyright Works made, designed, created, or conceived
                           by Employee (whether made, designed, created, or
                           conceived solely by Employee or jointly with others)
                           during the period of his or her employment with the
                           Employer: (a) which relate to the actual or
                           anticipated business, research, activities, or
                           development of the Employer at the time of the
                           conception; or (b) which result from or suggested by
                           any work which Employee has done or may do for or on
                           behalf of the Employer; or (c) which are developed,
                           tested, improved, or investigated either in part or
                           entirely on time for which Employee was paid by the
                           Employer, or using any resources of the Employer.

                  (b)      TRANSFER OF RIGHTS. Employee agrees, during his or
                           her employment with the Employer, to assign and
                           transfer to the Employer Employee's entire right,
                           title, and interest in all Inventions, Confidential
                           Information, Copyright Works and Patents prepared,
                           made or conceived by or in behalf of Employee (solely
                           or jointly with others): (a) which relate in any way
                           to the actual or anticipated business of the
                           Employer, or (b) which relate in any way to the
                           actual or anticipated research or development of the

EMPLOYMENT AGREEMENT                                                      PAGE 4
<PAGE>   92


                           Employer, or (c) which are suggested by or result,
                           directly or indirectly, from any task assigned to
                           Employee or in which Employee otherwise engages in
                           behalf of the Employer. Employee also agrees to do
                           all things necessary to transfer to the Employer
                           Employee's entire right, title, and interest in and
                           to all such Inventions, Confidential Information,
                           Copyright Works or Patents as the Employer may
                           request, on such forms as the Employer may provide,
                           at any time during or after Employee's employment.
                           Employee will promptly and fully assist the Employer
                           during and subsequent to his or her employment in
                           every lawful way to obtain, protect, and enforce the
                           Employer's patent, copyrights, trade secret or other
                           proprietary rights for Inventions, Confidential
                           Information, Copyright Works or Patents in any and
                           all countries.

                  (c)      NOTICE OF RIGHTS UNDER STATE STATUTES. No provision
                           in this Agreement is intended to require assignment
                           of any of the Employee's rights in an Invention for
                           which no equipment, supplies, facilities,
                           Confidential Information, Copyright Works,
                           Inventions. Patents or information of the Employer
                           was used, and which was (1) developed entirely on the
                           Employee's own time; (2) does not relate to the
                           business of the Employer or to the actual or
                           demonstrably anticipated research or development of
                           the Employer; and (3) does not result from any work
                           performed by the Employee for the Employer or
                           assigned to the Employee by the Employer.

                  (d)      RIGHTS IN COPYRIGHTS. Unless otherwise agreed in
                           writing by the Employer, all Copyright Works prepared
                           wholly or partially by Employee (alone or jointly
                           with others) within the scope of his or her
                           employment with the Employer, shall be deemed a "work
                           made for hire" under the copyright laws and shall be
                           owned by the Employer. Employee understands that any
                           assignment or release of such works can only be made
                           by the Employer. Employee will do everything
                           reasonably necessary to enable the Employer or its
                           nominee to protect its rights in such works. Employee
                           agrees to execute all documents and to do all things
                           necessary to vest in the Employer Employee's right
                           and title to copyrights in such works. Employee shall
                           not assist or work with any third party that is not
                           an employee of Employer to create or prepare any
                           Copyright Works without the prior written consent of
                           Employer.

                  (e)      ASSISTANCE IN PREPARATION OF APPLICATIONS. Employee
                           will promptly and fully assist, if requested by the
                           Employer, in the preparation and filing of Patents
                           and Copyright Registrations in any and all countries
                           selected by the Employer and will assign to the
                           Employer Employee's entire right, title, and interest
                           in and to such Patents and Copyright Registrations,
                           as well as all Inventions or Copyright Works to which
                           such Patents and Copyright Registrations pertain, to
                           enable any such properties to be

EMPLOYMENT AGREEMENT                                                      PAGE 5
<PAGE>   93


                           prosecuted under the direction of the Employer and to
                           ensure that any Patent or Copyright Registration
                           obtained will validly issue to the Employer.

                  (f)      EXECUTE DOCUMENTS. Employee will promptly sign any
                           and all lawful papers, take all lawful oaths, and do
                           all lawful acts, including testifying, at the request
                           of Employer, in connection with the procurement,
                           grant, enforcement, maintenance, exploitation, or
                           defense against assertion of any patent, trademark,
                           copyright, trade secret or related rights, including
                           applications for protection or registration thereof.
                           Such lawful papers include, but are not limited to,
                           any and all powers, assignments, affidavits,
                           declarations and other papers deemed by the Employer
                           to be necessary or advisable.

                  (g)      KEEP RECORDS. Employee will keep and regularly
                           maintain adequate and current written records of all
                           Inventions, Confidential Information, and Copyright
                           Works in which he or she participates in creating,
                           conceiving, developing or manufacturing. Such records
                           shall be kept and maintained in the form of notes,
                           sketches, drawings, reports, or other documents
                           relating thereto, bearing at least the date of
                           preparation and the signatures or name of each
                           employee contributing to the subject matter reflected
                           in the record. Such records shall be and shall remain
                           the exclusive property of the Employer and shall be
                           available to the Employer at all times.

                  (h)      RETURN OF DOCUMENTS, EQUIPMENT, ETC. All writings,
                           records, and other documents and things comprising,
                           containing, describing, discussing, explaining, or
                           evidencing any Inventions, Confidential Information,
                           or Copyright Works and all equipment, components,
                           parts, tools, and the like in Employee's custody or
                           possession that have been obtained or prepared in the
                           course of Employee's employment with the Employer
                           shall be the exclusive property of the Employer,
                           shall not be copied and/or removed from the premises
                           of the Employer, except in pursuit of the business of
                           the Employer, and shall be delivered to the Employer,
                           without Employee retaining any copies, upon
                           notification of the termination of Employee's
                           employment or at any other time requested by the
                           Employer. The Employer shall have the right to
                           retain, access, and inspect all property of the
                           Employee of any kind in the office, work area, and on
                           the premises of the Employer upon termination of
                           Employee's employment and at any time during
                           employment by the Employer, to ensure compliance with
                           the terms of this Agreement.

                  (i)      OTHER CONTRACTS. Employee represents and warrants
                           that he or she is not a party to any existing
                           contract relating to the granting or assignment to
                           others of any interest in Inventions, Confidential
                           Information, Copyright

EMPLOYMENT AGREEMENT                                                      PAGE 6
<PAGE>   94


                           Works or Patents hereafter made by Employee except
                           insofar as copies of such contracts, if any, are
                           attached to this Agreement.

                  (j)      ASSIGNMENT AFTER TERMINATION. Employee recognizes
                           that ideas, Inventions, Confidential Information,
                           Copyright Works, Copyright Registrations or Patents
                           relating to his or her activities while working for
                           the Employer that are conceived or made by Employee,
                           alone or with others, within one (1) year after
                           termination of his or her employment may have been
                           conceived in significant part while Employee was
                           employed by the Employer. Accordingly, Employee
                           agrees that such ideas, Inventions, Confidential
                           Information, Copyright Works, Copyright Registrations
                           or Patents shall be presumed to have been conceived
                           and made during his or her employment with the
                           Employer and are to be assigned to the Employer.

                  (k)      PRIOR CONCEPTIONS. At the end of this Agreement,
                           Employee has set forth what he or she represents and
                           warrants to be a complete list of all Inventions, if
                           any, patented or unpatented, or Copyright Works,
                           including a brief description thereof (without
                           revealing any confidential or proprietary information
                           of any other party) which Employee participated in
                           the conception, creation, development, or making of
                           prior to his or her employment with the Employer and
                           for which Employee claims full or partial ownership
                           or other interest, or which are in the physical
                           possession of a former employer and which are
                           therefore excluded from the scope of this Agreement.
                           If there are no such exclusions from this Agreement,
                           Employee has so indicated by writing "None" below in
                           his or her own handwriting.

         10. NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY. Employee
recognizes and agrees that a portion of the compensation he or she is to receive
pursuant to this Agreement is provided in consideration for the agreements
contained in this Paragraph. Employee further acknowledges and agrees that while
employed pursuant to this Agreement, he or she will have access to confidential
information of Employer, will be provided with specialized training on how to
perform his or her duties; and will be provided with contact with Employer's
customers and potential customers. In consideration of all of the foregoing,
Employee agrees as follows:

                  (a)      NON-COMPETITION DURING EMPLOYMENT. Employee agrees
                           that for the duration of this Agreement, he or she
                           will not compete with the Employer by engaging in the
                           conception, design, development, production,
                           marketing, or servicing of any product or service
                           that is substantially similar to the products or
                           services which the Employer provides, and that he or
                           she will not work for, in any capacity, assist, or
                           become affiliated with as an owner, partner, etc.,
                           either directly or indirectly, any individual

EMPLOYMENT AGREEMENT                                                      PAGE 7
<PAGE>   95


                           or business which offers or performs services, or
                           offers or provides products substantially similar to
                           the services and products provided by Employer.

                  (b)      CONFLICTS OF INTEREST. Employee agrees that for the
                           duration of this Agreement, he or she will not
                           engage, either directly or indirectly, in any
                           activity (a "Conflict of Interest") which might
                           adversely affect Employer or its affiliates,
                           including ownership of a material interest in any
                           supplier, contractor, distributor, subcontractor,
                           customer or other entity with which Employer does
                           business or accepting any payment, service, loan,
                           gift, trip, entertainment, or other favor in each
                           case having a value exceeding US $200 from a
                           supplier, contractor, distributor, subcontractor,
                           customer or other entity with which Employer does
                           business, and that Employee will promptly inform
                           Employer's President, or a corporate officer of
                           Employer designated by the President, as to each
                           offer received by Employee to engage in any such
                           activity. Employee further agrees to disclose to
                           Employer any other facts of which Employee becomes
                           aware which might involve or give rise to a Conflict
                           of Interest or potential Conflict of Interest.

                  (c)      NON-COMPETITION AFTER TERMINATION. Employee agrees
                           that Employee shall not, directly or indirectly, at
                           any time during the period of two (2) years after the
                           termination of this Agreement for any reason,
                           including expiration of the Agreement, within a
                           geographical area encompassing 200 miles surrounding
                           any of Employer's offices, as an employee,
                           consultant, or director, provide any services to, or
                           engage in or contribute Employee's knowledge to any
                           work which is competitive with or similar to a
                           product, process, apparatus or services provided by
                           the Employer. Following the expiration of said two
                           (2) year period, Employee shall continue to be
                           obligated under the Nondisclosure of Confidential
                           Information section of this Agreement not to use or
                           to disclose Confidential Information of the Employer
                           so long as it shall not be publicly available. It is
                           understood that the geographical area set forth in
                           this covenant is divisible so that if this clause is
                           invalid or unenforceable in an included geographic
                           area, that area is severable and the clause remains
                           in effect for the remaining included geographic areas
                           in which the clause is valid.

                  (d)      NON-SOLICITATION OF CUSTOMERS. Employee further
                           agrees that for the duration of this Agreement, and
                           for a period of two (2) years after the termination
                           of this Agreement for any reason, including
                           expiration of the Agreement, he or she will not
                           solicit or accept any business from any customer or
                           client or prospective customer or client with whom
                           Employee dealt or solicited while employed by
                           Employer.

EMPLOYMENT AGREEMENT                                                      PAGE 8
<PAGE>   96


                  (e)      NON-SOLICITATION OF EMPLOYEES. Employee agrees that
                           for the duration of this Agreement, and for a period
                           of two (2) years after the termination of this
                           Agreement for any reason, including expiration of the
                           Agreement, he or she will not either directly or
                           indirectly, on his or her own behalf or on behalf of
                           others, solicit, attempt to hire, or hire any person
                           employed by Employer to work for Employee or for
                           another entity, firm, corporation, or individual.

                  (f)      CONFIDENTIAL INFORMATION. Employee further agrees
                           that Employee will not, except as the Employer may
                           otherwise consent or direct in writing, reveal or
                           disclose, sell, use, lecture upon, publish or
                           otherwise disclose to any third party any
                           Confidential Information or proprietary information
                           of the Employer, or authorize anyone else to do these
                           things at any time either during or subsequent to his
                           or her employment with the Employer. This section
                           shall continue in full force and effect after
                           termination of Employee's employment and after the
                           termination of this Agreement for any reason,
                           including expiration of this Agreement. Employee's
                           obligations under this section of this Agreement with
                           respect to any specific Confidential Information and
                           proprietary information shall cease when that
                           specific portion of the Confidential Information and
                           proprietary information becomes publicly known, in
                           its entirety and without combining portions of such
                           information obtained separately. It is understood
                           that such Confidential Information and proprietary
                           information of the Employer include matters that
                           Employee conceives or develops, as well as matters
                           Employee learns from other employees of Employer.

                  (g)      REAFFIRM OBLIGATIONS. Upon termination of his or her
                           employment with the Employer, Employee, if requested
                           by Employer, shall reaffirm in writing Employee's
                           recognition of the importance of maintaining the
                           confidentiality of the Employer's Confidential
                           Information, disclose the identity of his or her new
                           employer or business ventures, and reaffirm any other
                           obligations set forth in this Agreement.

                  (h)      PRIOR DISCLOSURE. Employee represents and warrants
                           that he or she has not used or disclosed any
                           Confidential Information he or she may have obtained
                           from Employer prior to signing this Agreement, in any
                           way inconsistent with the provisions of this
                           Agreement.

                  (i)      CONFIDENTIAL INFORMATION OF PRIOR EMPLOYERS. Employee
                           will not disclose or use during the period of his or
                           her employment with the Employer any proprietary or
                           confidential information or copyright works which
                           Employee may have acquired because of employment with
                           an employer other than the Employer or Spectrum or
                           acquired from any other

EMPLOYMENT AGREEMENT                                                      PAGE 9
<PAGE>   97


                           third party, whether such information is in
                           Employee's memory or embodied in a writing or other
                           physical form.

                  (j)      TIME PERIOD. The time periods referenced in this
                           Paragraph shall not include any period of time during
                           which Employee is in breach of this Agreement.

                  (k)      BREACH. Employee agrees that any breach of Paragraphs
                           10(a), (b), (c), (d), (e) or (l) above cannot be
                           remedied solely by money damages, and that in
                           addition to any other remedies Employer may have,
                           Employer is entitled to obtain injunctive relief
                           against Employee. Nothing herein, however, shall be
                           construed as limiting Employer's right to pursue any
                           other available remedy at law or in equity, including
                           recovery of damages and termination of this
                           Agreement; provided further, that any breach of
                           Paragraphs 10(a), (c), (d), (e) or (f) by Employee
                           subsequent to his or her employment with Employer
                           will result in forfeiture of all rights to pension
                           benefits and other severance and retirement benefits.

                  (l)      INDEPENDENT COVENANTS. All covenants contained in
                           Paragraph 10 of this Agreement shall be construed as
                           agreements independent of any other provision of this
                           Agreement, and the existence of any claim or cause of
                           action by Employer against the Employee, whether
                           predicated on this Agreement or otherwise, shall not
                           constitute a defense to the enforcement by the
                           Company of such covenants.

         11. RIGHT TO ENTER AGREEMENT. Employee represents and covenants to
Employer that he or she has full power and authority to enter into this
Agreement and that the execution of this Agreement will not breach or constitute
a default of any other agreement or contract to which he or she is a party or by
which he or she is bound.

         12. ASSIGNMENT. This Agreement may be assigned by Employer, but cannot
be assigned by Employee.

         13. BINDING AGREEMENT. Employee understands that his or her obligations
under Section 10 of this Agreement are binding upon Employee's heirs,
successors, personal representatives, and legal representatives.

         14. NOTICES. All notices pursuant to this Agreement shall be in writing
and sent certified mail, return receipt requested, addressed as follows:


                   If to Employee:
                                       -------------------------------

                                       -------------------------------

                                       -------------------------------

EMPLOYMENT AGREEMENT                                                     PAGE 10
<PAGE>   98


           with a copy to:
                                       -------------------------------

                                       -------------------------------

                                       -------------------------------


           If to Employer:             Global Election Systems, Inc.
                                       1611 Wilmeth Road
                                       McKinney, Texas U.S.A. 75069

           with a copy to:             Brice Tarzwell, Esq.
                                       Winstead Sechrest & Minick P.C.
                                       5400 Renaissance Tower
                                       1201 Elm Street
                                       Dallas, Texas 75270


         15. WAIVER. No waiver by either party to this Agreement of any right to
enforce any term or condition of this Agreement, or of any breach hereof, shall
be deemed a waiver of such right in the future or of any other right or remedy
available under this Agreement.

         16. SEVERABILITY. If any provision of this Agreement is determined to
be void, invalid, unenforceable, or against public policy, such provisions shall
be deemed severable from the Agreement, and the remaining provisions of the
Agreement will remain unaffected and in full force and effect. Furthermore, any
breach by Employer of any provision of this Agreement shall not excuse
Employee's compliance with the requirements of Paragraphs 9 or 10, to the extent
they are otherwise enforceable.

         17. ARBITRATION. In the event any dispute arises out of Employee's
employment with Employer, or separation therefrom, which cannot be resolved by
the parties to this Agreement, such dispute shall be submitted to final and
binding arbitration. The arbitration shall be conducted in accordance with the
American Arbitration Association ("AAA"). If the parties cannot agree on an
arbitrator, a list of seven (7) arbitrators will be requested from AAA, and the
arbitrator will be selected using alternate strikes with Employee striking
first. The cost of the arbitration will be shared equally by Employee and
Employer. Arbitration of such disputes is mandatory and in lieu of any and all
civil causes of action and lawsuits either party may have against the other
arising out of Employee's employment with Employer, or separation therefrom;
provided, however, that any claim Employer has for breach of the covenants
contained in Paragraphs 9 and 10 of this Agreement shall NOT be subject to
mandatory arbitration, and may be pursued in a court of law or equity.

         18. ENTIRE AGREEMENT. The terms and provisions contained herein shall
constitute the entire agreement between the parties with respect to Employee's
employment with Employer during the time period covered by this Agreement. This
Agreement replaces and supersedes any

EMPLOYMENT AGREEMENT                                                     PAGE 11
<PAGE>   99


and all existing Agreements entered into between Employee and the Company
relating generally to the same subject matter, if any, and shall be binding upon
Employee's heirs, executors, administrators, or other legal representatives or
assigns.

         19. MODIFICATION OF AGREEMENT. This Agreement may not be changed or
modified or released or discharged or abandoned or otherwise terminated, in
whole or in part, except by an instrument in writing signed by the Employee and
an officer or other authorized executive of Employer.

         20. UNDERSTAND AGREEMENT. Employee represents and warrants that he or
she has read and understood each and every provision of this Agreement, and
Employee understands that he or she is free to obtain advice from legal counsel
of choice, if necessary and desired, in order to interpret any and all
provisions of this Agreement, and that Employee has freely and voluntarily
entered into this Agreement.

         21. EFFECTIVE DATE. It is understood by Employee that this Agreement
shall be effective when signed by both Employer and Employee, and that the terms
of this Agreement shall remain in full force and effect both during the
continuation of Employee's employment and, except for paragraphs 4, 5, 6 and 7,
after the termination of Employee's employment for any reason.

         22. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

         23. BENEFICIARY OF AGREEMENT. This Agreement is being made for the
benefit of Global, which shall have all rights and remedies available to it
under this Agreement as the Company, and shall be able to claim all rights and
remedies available to the Company hereunder.

              [The balance of this page left blank intentionally.]












EMPLOYMENT AGREEMENT                                                     PAGE 12
<PAGE>   100


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


EMPLOYEE                           GLOBAL

Tae Yon Kim                        GLOBAL ELECTION SYSTEMS, INC.


/s/ Tae Yon Kim                    By: /s/ Robert J. Urosevich
--------------------                  ----------------------------------
Employee's Name                    Robert J. Urosevich
                                   President and Chief Operating Officer


Dated: 09/29/00                    Dated: 09/29/00
       --------                           --------


COMPANY

SPECTRUM PRINT & MAIL SERVICES, LTD.


BY: /s/ Tae Yon Kim
   -----------------------
Title: V.P. MBR Tech Group









EMPLOYMENT AGREEMENT                                                     PAGE 13
<PAGE>   101



                              EMPLOYMENT AGREEMENT

          This Agreement is between John L. Elder (hereinafter referred to as
"Employee") and SPECTRUM PRINT & MAIL SERVICES, LTD., a corporation incorporated
under the laws of the State of Delaware, U.S.A. (hereinafter referred to
"Employer" or the "Company"), and Global Election Systems, Inc., a corporation
incorporated under the laws of the State of Delaware ("Global").


                                   WITNESSETH:

          WHEREAS, Employer desires to employ Employee; and

          WHEREAS, Employee desires to accept employment by Employer pursuant to
all of the terms and conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is AGREED as follows:

          1. PURPOSE. The purpose of this Agreement is to formalize the terms
and conditions of Employee's employment with Employer. The recitals contained
herein represent both parties' intentions with respect to the terms and
conditions covered and cannot be amended during the term of the Agreement except
by written addendum to the Agreement signed by both parties.

          2. DEFINITIONS. For the purposes of this Agreement, the following
words shall have the following meanings:

                    (a)       "Employer" means Global Election Systems, Inc., a
                              corporation incorporated under the laws of the
                              State of Delaware, together with its subsidiaries,
                              including, without limitation, Spectrum Print &
                              Mail Services, Ltd;

                    (b)       "Confidential Information" means information (1)
                              disclosed to or known by the undersigned Employee
                              as a consequence of or through his or her
                              employment with the Employer; (2) not generally
                              known outside the Employer; and (3) which relates
                              to the Employer or its business, or its research
                              and development activities. "Confidential
                              Information" includes, but is not limited to, all
                              of Employer's technical information, trade
                              secrets, proprietary information, business plans,
                              marketing plans, financial information,
                              compensation and benefit information, personnel
                              records, cost and pricing information, customer
                              contacts, customer lists, information relating to
                              suppliers and vendors, information relating to


EMPLOYMENT AGREEMENT                                                      PAGE 1

<PAGE>   102

                              accounts, and information provided to the Employer
                              by a third party under restrictions against
                              disclosure or use by the Employer or others;

                    (c)       "Copyright Works" are materials relating to the
                              Employee for which copyright protection may be
                              obtained including, but not limited to: literary
                              works (including all written material), computer
                              programs, artistic and graphic works (including
                              designs, graphs, drawings, blueprints, and other
                              works), recordings, models, photographs, slides,
                              motion pictures, and audio-visual works,
                              regardless of the form or manner in which
                              documented or recorded;

                    (d)       "Inventions" means inventions (whether patentable
                              or not), discoveries, improvements, designs, and
                              ideas (whether or not shown or described in
                              writing or reduced to practice) including, and in
                              addition to any such Confidential Information or
                              Copyright Works; and

                    (e)       "Patents" means any domestic or foreign patents
                              and patent applications, including any Inventions
                              or other subject matter described or protected by
                              such patents and patent applications.

                    (f)       "Copyright Registrations" means any domestic or
                              foreign copyright registration and applications
                              for such registration, including all or any
                              portion of the Copyright Works or other subject
                              matter identified by any such registration or
                              application.

          3. DURATION. This Agreement shall become effective on September 29,
2000 and, unless terminated as hereinafter provided, extend until December 31,
2000. Unless Employee or Employer gives notice of his or her or its intention
not to renew this Agreement no later than thirty (30) days prior to its
expiration, this Agreement shall automatically continue in effect for successive
additional one-year terms subject to all other terms and conditions contained
herein.

          4. DUTIES AND RESPONSIBILITIES. Upon execution of this Agreement,
Employee shall diligently render his or her services to Employer in accordance
with the directives of Employer's President, and shall use his or her best
efforts and good faith in accomplishing such directives. Employee agrees to
devote his or her full-time efforts, abilities, and attention (defined to mean
not less than forty (40) hours/week) to the business of the Employer, and shall
not engage in any activities which will interfere with such efforts.

          5. COMPENSATION.

                    (a)       In consideration for such services, Employer shall
                              compensate Employee at an annual salary of
                              $70,000, payable in installments in accordance
                              with the standard payroll practices of Employer
                              for its employees, for the first twelve (12)
                              months of this Agreement.


EMPLOYMENT AGREEMENT                                                     PAGE 2

<PAGE>   103

                   (b)     Employer shall review Employee's salary as provided
                           for above no less frequently than each anniversary of
                           this Agreement; however, nothing shall prevent the
                           Employer from making such adjustments more frequently
                           if determined necessary.

          6. REIMBURSEMENT FOR EXPENSES. Employer shall reimburse Employee for
all reasonable expenses incurred by him or her while performing services for
Employer pursuant to this Agreement, but only after Employee submits a written,
itemized, and signed list of such expenses on a form supplied by Employer for
such purpose.

          7. BENEFITS. Employer agrees to provide and/or make available to
Employee all benefits generally provided to its management employees.

          8. TERMINATION.

                    (a)       Employer may terminate Employee's employment upon
                              his or her death, or if he or she is unable to
                              perform the essential functions of his or her
                              position with reasonable accommodation for three
                              (3) consecutive months, or for a total of four (4)
                              months during any twelve (12) month period.

                    (b)       Employer may also terminate Employee's employment
                              immediately for "Cause." Cause is defined to
                              include, but is not limited to:

                              (1)       fraud, misappropriation, or embezzlement
                                        involving Employer;

                              (2)       felony conviction;

                              (3)       Employee's repeated failure to obey or
                                        carry out reasonable directives from
                                        Employer senior management which are
                                        consistent with this Agreement and
                                        pertain to Employee's employment with
                                        Employer;

                              (4)       Employee's repeated failure to devote
                                        his or her full-time efforts, abilities,
                                        and attention to the business of the
                                        Employer;

                              (5)       repeated poor performance by the
                                        Employee; or

                              (6)       any breach or threatened breach of
                                        Paragraph 9 (a), (b), (d), (e), (f), (g)
                                        or (h), or Paragraph 10 (a), (b), (c),
                                        (d), (e) or (f) below.

                    (c)       Employer may terminate this Agreement without
                              cause upon ten (10) days written notice to
                              Employee. In the event Employee is terminated
                              pursuant to this provision, Employer can either
                              require Employee to remain in its

EMPLOYMENT AGREEMENT                                                     PAGE 3

<PAGE>   104

                              employ for the duration of the ten (10) days, or
                              compensate Employee his or her normal salary for
                              the duration of the ten (10) day period and
                              terminate his or her employment effective
                              immediately. If Employee is terminated pursuant to
                              this provision, he or she will receive
                              compensation and benefits through the end of a 30
                              day period commencing on the date Employee is
                              notified of his or her termination (the "Severance
                              Benefit").

                    (d)       Employee may terminate this Agreement upon ten
                              (10) days written notice to Employer. In the event
                              Employee terminates his or her employment in this
                              manner, he or she shall remain in Employer's
                              employ subject to all terms and conditions of this
                              Agreement for the entire ten (10) day period,
                              unless instructed otherwise by the President, but
                              shall not be entitled to any Severance Benefit.

                    (e)       In the event Employee is terminated for Cause, his
                              or her salary and benefits will cease immediately
                              without payment of any Severance Benefit.

          9. INVENTIONS, CONFIDENTIAL INFORMATION, PATENTS, AND COPYRIGHT WORKS.

                    (a)       NOTIFICATION OF COMPANY. Upon conception, all
                              Inventions, Confidential Information, and
                              Copyright Works shall become the property of the
                              Employer (or the United States Government where
                              required by law) whether or not patent or
                              copyright registration applications are filed for
                              such subject matter. Employee will communicate to
                              the Employer promptly and fully all Inventions, or
                              suggestions (whether or not patentable), all
                              Confidential Information or Copyright Works made,
                              designed, created, or conceived by Employee
                              (whether made, designed, created, or conceived
                              solely by Employee or jointly with others) during
                              the period of his or her employment with the
                              Employer: (a) which relate to the actual or
                              anticipated business, research, activities, or
                              development of the Employer at the time of the
                              conception; or (b) which result from or suggested
                              by any work which Employee has done or may do for
                              or on behalf of the Employer; or (c) which are
                              developed, tested, improved, or investigated
                              either in part or entirely on time for which
                              Employee was paid by the Employer, or using any
                              resources of the Employer.

                    (b)       TRANSFER OF RIGHTS. Employee agrees, during his or
                              her employment with the Employer, to assign and
                              transfer to the Employer Employee's entire right,
                              title, and interest in all Inventions,
                              Confidential Information, Copyright Works and
                              Patents prepared, made or conceived by or in
                              behalf of Employee (solely or jointly with
                              others): (a) which relate in any way to the actual
                              or anticipated business of the Employer, or (b)
                              which relate in any way to the actual or
                              anticipated research or development of the

EMPLOYMENT AGREEMENT                                                     PAGE 4

<PAGE>   105

                              Employer, or (c) which are suggested by or result,
                              directly or indirectly, from any task assigned to
                              Employee or in which Employee otherwise engages in
                              behalf of the Employer. Employee also agrees to do
                              all things necessary to transfer to the Employer
                              Employee's entire right, title, and interest in
                              and to all such Inventions, Confidential
                              Information, Copyright Works or Patents as the
                              Employer may request, on such forms as the
                              Employer may provide, at any time during or after
                              Employee's employment. Employee will promptly and
                              fully assist the Employer during and subsequent to
                              his or her employment in every lawful way to
                              obtain, protect, and enforce the Employer's
                              patent, copyrights, trade secret or other
                              proprietary rights for Inventions, Confidential
                              Information, Copyright Works or Patents in any and
                              all countries.

                    (c)       NOTICE OF RIGHTS UNDER STATE STATUTES. No
                              provision in this Agreement is intended to require
                              assignment of any of the Employee's rights in an
                              Invention for which no equipment, supplies,
                              facilities, Confidential Information, Copyright
                              Works, Inventions. Patents or information of the
                              Employer was used, and which was (1) developed
                              entirely on the Employee's own time; (2) does not
                              relate to the business of the Employer or to the
                              actual or demonstrably anticipated research or
                              development of the Employer; and (3) does not
                              result from any work performed by the Employee for
                              the Employer or assigned to the Employee by the
                              Employer.

                    (d)       RIGHTS IN COPYRIGHTS. Unless otherwise agreed in
                              writing by the Employer, all Copyright Works
                              prepared wholly or partially by Employee (alone or
                              jointly with others) within the scope of his or
                              her employment with the Employer, shall be deemed
                              a "work made for hire" under the copyright laws
                              and shall be owned by the Employer. Employee
                              understands that any assignment or release of such
                              works can only be made by the Employer. Employee
                              will do everything reasonably necessary to enable
                              the Employer or its nominee to protect its rights
                              in such works. Employee agrees to execute all
                              documents and to do all things necessary to vest
                              in the Employer Employee's right and title to
                              copyrights in such works. Employee shall not
                              assist or work with any third party that is not an
                              employee of Employer to create or prepare any
                              Copyright Works without the prior written consent
                              of Employer.

                    (e)       ASSISTANCE IN PREPARATION OF APPLICATIONS.
                              Employee will promptly and fully assist, if
                              requested by the Employer, in the preparation and
                              filing of Patents and Copyright Registrations in
                              any and all countries selected by the Employer and
                              will assign to the Employer Employee's entire
                              right, title, and interest in and to such Patents
                              and Copyright Registrations, as well as all
                              Inventions or Copyright Works to which such
                              Patents and Copyright Registrations pertain, to
                              enable any such properties to be

EMPLOYMENT AGREEMENT                                                      PAGE 5

<PAGE>   106

                              prosecuted under the direction of the Employer and
                              to ensure that any Patent or Copyright
                              Registration obtained will validly issue to the
                              Employer.

                    (f)       EXECUTE DOCUMENTS. Employee will promptly sign any
                              and all lawful papers, take all lawful oaths, and
                              do all lawful acts, including testifying, at the
                              request of Employer, in connection with the
                              procurement, grant, enforcement, maintenance,
                              exploitation, or defense against assertion of any
                              patent, trademark, copyright, trade secret or
                              related rights, including applications for
                              protection or registration thereof. Such lawful
                              papers include, but are not limited to, any and
                              all powers, assignments, affidavits, declarations
                              and other papers deemed by the Employer to be
                              necessary or advisable.

                    (g)       KEEP RECORDS. Employee will keep and regularly
                              maintain adequate and current written records of
                              all Inventions, Confidential Information, and
                              Copyright Works in which he or she participates in
                              creating, conceiving, developing or manufacturing.
                              Such records shall be kept and maintained in the
                              form of notes, sketches, drawings, reports, or
                              other documents relating thereto, bearing at least
                              the date of preparation and the signatures or name
                              of each employee contributing to the subject
                              matter reflected in the record. Such records shall
                              be and shall remain the exclusive property of the
                              Employer and shall be available to the Employer at
                              all times.

                    (h)       RETURN OF DOCUMENTS, EQUIPMENT, ETC. All writings,
                              records, and other documents and things
                              comprising, containing, describing, discussing,
                              explaining, or evidencing any Inventions,
                              Confidential Information, or Copyright Works and
                              all equipment, components, parts, tools, and the
                              like in Employee's custody or possession that have
                              been obtained or prepared in the course of
                              Employee's employment with the Employer shall be
                              the exclusive property of the Employer, shall not
                              be copied and/or removed from the premises of the
                              Employer, except in pursuit of the business of the
                              Employer, and shall be delivered to the Employer,
                              without Employee retaining any copies, upon
                              notification of the termination of Employee's
                              employment or at any other time requested by the
                              Employer. The Employer shall have the right to
                              retain, access, and inspect all property of the
                              Employee of any kind in the office, work area, and
                              on the premises of the Employer upon termination
                              of Employee's employment and at any time during
                              employment by the Employer, to ensure compliance
                              with the terms of this Agreement.

                    (i)       OTHER CONTRACTS. Employee represents and warrants
                              that he or she is not a party to any existing
                              contract relating to the granting or assignment to
                              others of any interest in Inventions, Confidential
                              Information, Copyright

EMPLOYMENT AGREEMENT                                                      PAGE 6

<PAGE>   107

                              Works or Patents hereafter made by Employee except
                              insofar as copies of such contracts, if any, are
                              attached to this Agreement.

                    (j)       ASSIGNMENT AFTER TERMINATION. Employee recognizes
                              that ideas, Inventions, Confidential Information,
                              Copyright Works, Copyright Registrations or
                              Patents relating to his or her activities while
                              working for the Employer that are conceived or
                              made by Employee, alone or with others, within one
                              (1) year after termination of his or her
                              employment may have been conceived in significant
                              part while Employee was employed by the Employer.
                              Accordingly, Employee agrees that such ideas,
                              Inventions, Confidential Information, Copyright
                              Works, Copyright Registrations or Patents shall be
                              presumed to have been conceived and made during
                              his or her employment with the Employer and are to
                              be assigned to the Employer.

                    (k)       PRIOR CONCEPTIONS. At the end of this Agreement,
                              Employee has set forth what he or she represents
                              and warrants to be a complete list of all
                              Inventions, if any, patented or unpatented, or
                              Copyright Works, including a brief description
                              thereof (without revealing any confidential or
                              proprietary information of any other party) which
                              Employee participated in the conception, creation,
                              development, or making of prior to his or her
                              employment with the Employer and for which
                              Employee claims full or partial ownership or other
                              interest, or which are in the physical possession
                              of a former employer and which are therefore
                              excluded from the scope of this Agreement. If
                              there are no such exclusions from this Agreement,
                              Employee has so indicated by writing "None" below
                              in his or her own handwriting.

          10. NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY. Employee
recognizes and agrees that a portion of the compensation he or she is to receive
pursuant to this Agreement is provided in consideration for the agreements
contained in this Paragraph. Employee further acknowledges and agrees that while
employed pursuant to this Agreement, he or she will have access to confidential
information of Employer, will be provided with specialized training on how to
perform his or her duties; and will be provided with contact with Employer's
customers and potential customers. In consideration of all of the foregoing,
Employee agrees as follows:

                    (a)       NON-COMPETITION DURING EMPLOYMENT. Employee agrees
                              that for the duration of this Agreement, he or she
                              will not compete with the Employer by engaging in
                              the conception, design, development, production,
                              marketing, or servicing of any product or service
                              that is substantially similar to the products or
                              services which the Employer provides, and that he
                              or she will not work for, in any capacity, assist,
                              or become affiliated with as an owner, partner,
                              etc., either directly or indirectly, any
                              individual

EMPLOYMENT AGREEMENT                                                      PAGE 7

<PAGE>   108

                              or business which offers or performs services, or
                              offers or provides products substantially similar
                              to the services and products provided by Employer.

                    (b)       CONFLICTS OF INTEREST. Employee agrees that for
                              the duration of this Agreement, he or she will not
                              engage, either directly or indirectly, in any
                              activity (a "Conflict of Interest") which might
                              adversely affect Employer or its affiliates,
                              including ownership of a material interest in any
                              supplier, contractor, distributor, subcontractor,
                              customer or other entity with which Employer does
                              business or accepting any payment, service, loan,
                              gift, trip, entertainment, or other favor in each
                              case having a value exceeding US $200 from a
                              supplier, contractor, distributor, subcontractor,
                              customer or other entity with which Employer does
                              business, and that Employee will promptly inform
                              Employer's President, or a corporate officer of
                              Employer designated by the President, as to each
                              offer received by Employee to engage in any such
                              activity. Employee further agrees to disclose to
                              Employer any other facts of which Employee becomes
                              aware which might involve or give rise to a
                              Conflict of Interest or potential Conflict of
                              Interest.

                    (c)       NON-COMPETITION AFTER TERMINATION. Employee agrees
                              that Employee shall not, directly or indirectly,
                              at any time during the period of two (2) years
                              after the termination of this Agreement for any
                              reason, including expiration of the Agreement,
                              within a geographical area encompassing 200 miles
                              surrounding any of Employer's offices, as an
                              employee, consultant, or director, provide any
                              services to, or engage in or contribute Employee's
                              knowledge to any work which is competitive with or
                              similar to a product, process, apparatus or
                              services provided by the Employer. Following the
                              expiration of said two (2) year period, Employee
                              shall continue to be obligated under the
                              Nondisclosure of Confidential Information section
                              of this Agreement not to use or to disclose
                              Confidential Information of the Employer so long
                              as it shall not be publicly available. It is
                              understood that the geographical area set forth in
                              this covenant is divisible so that if this clause
                              is invalid or unenforceable in an included
                              geographic area, that area is severable and the
                              clause remains in effect for the remaining
                              included geographic areas in which the clause is
                              valid.

                    (d)       NON-SOLICITATION OF CUSTOMERS. Employee further
                              agrees that for the duration of this Agreement,
                              and for a period of two (2) years after the
                              termination of this Agreement for any reason,
                              including expiration of the Agreement, he or she
                              will not solicit or accept any business from any
                              customer or client or prospective customer or
                              client with whom Employee dealt or solicited while
                              employed by Employer.

EMPLOYMENT AGREEMENT                                                      PAGE 8

<PAGE>   109

                    (e)       NON-SOLICITATION OF EMPLOYEES. Employee agrees
                              that for the duration of this Agreement, and for a
                              period of two (2) years after the termination of
                              this Agreement for any reason, including
                              expiration of the Agreement, he or she will not
                              either directly or indirectly, on his or her own
                              behalf or on behalf of others, solicit, attempt to
                              hire, or hire any person employed by Employer to
                              work for Employee or for another entity, firm,
                              corporation, or individual.

                    (f)       CONFIDENTIAL INFORMATION. Employee further agrees
                              that Employee will not, except as the Employer may
                              otherwise consent or direct in writing, reveal or
                              disclose, sell, use, lecture upon, publish or
                              otherwise disclose to any third party any
                              Confidential Information or proprietary
                              information of the Employer, or authorize anyone
                              else to do these things at any time either during
                              or subsequent to his or her employment with the
                              Employer. This section shall continue in full
                              force and effect after termination of Employee's
                              employment and after the termination of this
                              Agreement for any reason, including expiration of
                              this Agreement. Employee's obligations under this
                              section of this Agreement with respect to any
                              specific Confidential Information and proprietary
                              information shall cease when that specific portion
                              of the Confidential Information and proprietary
                              information becomes publicly known, in its
                              entirety and without combining portions of such
                              information obtained separately. It is understood
                              that such Confidential Information and proprietary
                              information of the Employer include matters that
                              Employee conceives or develops, as well as matters
                              Employee learns from other employees of Employer.

                    (g)       REAFFIRM OBLIGATIONS. Upon termination of his or
                              her employment with the Employer, Employee, if
                              requested by Employer, shall reaffirm in writing
                              Employee's recognition of the importance of
                              maintaining the confidentiality of the Employer's
                              Confidential Information, disclose the identity of
                              his or her new employer or business ventures, and
                              reaffirm any other obligations set forth in this
                              Agreement.

                    (h)       PRIOR DISCLOSURE. Employee represents and warrants
                              that he or she has not used or disclosed any
                              Confidential Information he or she may have
                              obtained from Employer prior to signing this
                              Agreement, in any way inconsistent with the
                              provisions of this Agreement.

                    (i)       CONFIDENTIAL INFORMATION OF PRIOR EMPLOYERS.
                              Employee will not disclose or use during the
                              period of his or her employment with the Employer
                              any proprietary or confidential information or
                              copyright works which Employee may have acquired
                              because of employment with an employer other than
                              the Employer or Spectrum or acquired from any
                              other

EMPLOYMENT AGREEMENT                                                      PAGE 9

<PAGE>   110


                              third party, whether such information is in
                              Employee's memory or embodied in a writing or
                              other physical form.

                    (j)       TIME PERIOD. The time periods referenced in this
                              Paragraph shall not include any period of time
                              during which Employee is in breach of this
                              Agreement.

                    (k)       BREACH. Employee agrees that any breach of
                              Paragraphs 10(a), (b), (c), (d), (e) or (l) above
                              cannot be remedied solely by money damages, and
                              that in addition to any other remedies Employer
                              may have, Employer is entitled to obtain
                              injunctive relief against Employee. Nothing
                              herein, however, shall be construed as limiting
                              Employer's right to pursue any other available
                              remedy at law or in equity, including recovery of
                              damages and termination of this Agreement;
                              provided further, that any breach of Paragraphs
                              10(a), (c), (d), (e) or (f) by Employee subsequent
                              to his or her employment with Employer will result
                              in forfeiture of all rights to pension benefits
                              and other severance and retirement benefits.

                    (l)       INDEPENDENT COVENANTS. All covenants contained in
                              Paragraph 10 of this Agreement shall be construed
                              as agreements independent of any other provision
                              of this Agreement, and the existence of any claim
                              or cause of action by Employer against the
                              Employee, whether predicated on this Agreement or
                              otherwise, shall not constitute a defense to the
                              enforcement by the Company of such covenants.

          11. RIGHT TO ENTER AGREEMENT. Employee represents and covenants to
Employer that he or she has full power and authority to enter into this
Agreement and that the execution of this Agreement will not breach or constitute
a default of any other agreement or contract to which he or she is a party or by
which he or she is bound.

          12. ASSIGNMENT. This Agreement may be assigned by Employer, but cannot
be assigned by Employee.

          13. BINDING AGREEMENT. Employee understands that his or her
obligations under Section 10 of this Agreement are binding upon Employee's
heirs, successors, personal representatives, and legal representatives.

          14. NOTICES. All notices pursuant to this Agreement shall be in
writing and sent certified mail, return receipt requested, addressed as follows:


EMPLOYMENT AGREEMENT                                                     PAGE 10

<PAGE>   111


           If to Employee:
                                   -------------------
                                   -------------------
                                   -------------------

           with a copy to:
                                   -------------------
                                   -------------------
                                   -------------------


           If to Employer:         Global Election Systems, Inc.
                                   1611 Wilmeth Road
                                   McKinney, Texas U.S.A. 75069

           with a copy to:         Brice Tarzwell, Esq.
                                   Winstead Sechrest & Minick P.C.
                                   5400 Renaissance Tower
                                   1201 Elm Street
                                   Dallas, Texas 75270

          15. WAIVER. No waiver by either party to this Agreement of any right
to enforce any term or condition of this Agreement, or of any breach hereof,
shall be deemed a waiver of such right in the future or of any other right or
remedy available under this Agreement.

          16. SEVERABILITY. If any provision of this Agreement is determined to
be void, invalid, unenforceable, or against public policy, such provisions shall
be deemed severable from the Agreement, and the remaining provisions of the
Agreement will remain unaffected and in full force and effect. Furthermore, any
breach by Employer of any provision of this Agreement shall not excuse
Employee's compliance with the requirements of Paragraphs 9 or 10, to the extent
they are otherwise enforceable.

           17. ARBITRATION. In the event any dispute arises out of Employee's
employment with Employer, or separation therefrom, which cannot be resolved by
the parties to this Agreement, such dispute shall be submitted to final and
binding arbitration. The arbitration shall be conducted in accordance with the
American Arbitration Association ("AAA"). If the parties cannot agree on an
arbitrator, a list of seven (7) arbitrators will be requested from AAA, and the
arbitrator will be selected using alternate strikes with Employee striking
first. The cost of the arbitration will be shared equally by Employee and
Employer. Arbitration of such disputes is mandatory and in lieu of any and all
civil causes of action and lawsuits either party may have against the other
arising out of Employee's employment with Employer, or separation therefrom;
provided, however, that any claim Employer has for breach of the covenants
contained in Paragraphs 9 and 10 of this Agreement shall NOT be subject to
mandatory arbitration, and may be pursued in a court of law or equity.

          18. ENTIRE AGREEMENT. The terms and provisions contained herein shall
constitute the entire agreement between the parties with respect to Employee's
employment with Employer during the time period covered by this Agreement. This
Agreement replaces and supersedes any

EMPLOYMENT AGREEMENT                                                     PAGE 11

<PAGE>   112

and all existing Agreements entered into between Employee and the Company
relating generally to the same subject matter, if any, and shall be binding upon
Employee's heirs, executors, administrators, or other legal representatives or
assigns.

          19. MODIFICATION OF AGREEMENT. This Agreement may not be changed or
modified or released or discharged or abandoned or otherwise terminated, in
whole or in part, except by an instrument in writing signed by the Employee and
an officer or other authorized executive of Employer.

          20. UNDERSTAND AGREEMENT. Employee represents and warrants that he or
she has read and understood each and every provision of this Agreement, and
Employee understands that he or she is free to obtain advice from legal counsel
of choice, if necessary and desired, in order to interpret any and all
provisions of this Agreement, and that Employee has freely and voluntarily
entered into this Agreement.

          21. EFFECTIVE DATE. It is understood by Employee that this Agreement
shall be effective when signed by both Employer and Employee, and that the terms
of this Agreement shall remain in full force and effect both during the
continuation of Employee's employment and, except for paragraphs 4, 5, 6 and 7,
after the termination of Employee's employment for any reason.

          22. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.

          23. BENEFICIARY OF AGREEMENT. This Agreement is being made for the
benefit of Global, which shall have all rights and remedies available to it
under this Agreement as the Company, and shall be able to claim all rights and
remedies available to the Company hereunder.

              [The balance of this page left blank intentionally.]






EMPLOYMENT AGREEMENT                                                     PAGE 12

<PAGE>   113



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


EMPLOYEE                           GLOBAL

John L. Elder                      GLOBAL ELECTION SYSTEMS, INC.


/s/ John L. Elder                  By: /s/ Robert J. Urosevich
----------------------                -------------------------------------
Employee's Name                       Robert J. Urosevich
                                      President and Chief Operating Officer


Dated: 09/29/00                       Dated: 09/29/00
      ---------                              --------




EMPLOYMENT AGREEMENT                                                     PAGE 13

<PAGE>   114


                  NON-COMPETITION AND CONFIDENTIALITY AGREEMENT

         This Agreement is made with effect as of August 10, 2000, by and
between Global Election Systems, Inc., a corporation incorporated under the laws
of the State of Delaware, USA, and having its principal place of business in
McKinney, Texas, USA ("Purchaser"), and Jeffrey W. Dean ("Founder"), an
individual residing in the State of Washington, and Deborah M. Dean ("Vendor"),
an individual residing in the State of Washington (Founder and Vendor are
sometimes collectively referred to herein as the "Deans").


                                   WITNESSETH:

         WHEREAS, Purchaser has entered into a Share Purchase Agreement (the
"Purchase Agreement") made effective as of August 10, 2000, among Vendor,
Founder, Spectrum Print and Mail Services Ltd., a corporation incorporated under
the laws of the State of Delaware ("Spectrum") Global Election Systems Inc., a
corporation incorporated under the laws of British Columbia, and the Purchaser,
pursuant to which Purchaser has agreed to purchase all of the issued and
outstanding shares of Spectrum capital stock (hereinafter, the transactions
contemplated by the Purchase Agreement being referred to as the "Acquisition");
and

         WHEREAS, Deans are husband and wife; and

         WHEREAS, Deans, prior to the execution of the Purchase Agreement, had
control over Spectrum and are each familiar with the Business (as herein
defined), affairs, finances, management, marketing programs, philosophy, and
methods of operation of Spectrum; and

         WHEREAS, competition by either of the Deans with Purchaser or use of
such knowledge, information, and business acumen, or disclosure by either of the
Deans of confidential and proprietary information of Spectrum will result
directly in damage to Purchaser and its business, properties, assets, and
goodwill, and will cause the loss by Purchaser of some of the benefits of the
Acquisition; and

         WHEREAS, Purchaser would suffer irreparable harm if either of the Deans
were to use such knowledge, information, and business acumen in competition with
Purchaser; and

         WHEREAS, as a condition to the consummation of the Acquisition, each of
the Deans has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:

          1. DEFINITIONS.

                  (a)      "Area" means the United States of America.

NON-COMPETITION AND CONFIDENTIALITY AGREEMENT - PAGE 1

<PAGE>   115

                  (b)      "Business" means the business of Spectrum before the
                           consummation of the Acquisition including, but not
                           limited to the design and implementation of solutions
                           for the printing and distribution of election
                           materials using variable database applications that
                           control the process.

                  (c)      "Competing Business" means any business or enterprise
                           which is engaged in a business that is the same or
                           essentially the same as the Business; provided,
                           however, Competing Business shall not include any
                           operations of Purchaser or Spectrum.

                  (d)      "Confidential Information" means all technical
                           information, secret processes, all customer lists,
                           sales and marketing information, personnel records,
                           costs and pricing information, financial information,
                           and information relating to accounts, customers and
                           employees relating to or arising out of the Business
                           or Founder's employment with Purchaser or Vendor's
                           employment with Spectrum, and all physical
                           embodiments of the foregoing, but Confidential
                           Information shall not include any of the foregoing to
                           the extent the same is or becomes publicly known
                           through no fault or breach of this Agreement by the
                           Deans or to the extent the Deans or Purchaser are
                           required by applicable law or judicial, regulatory,
                           or governmental proceeding to disclose such
                           information.

                  (e)      "Trade Secrets" means Confidential Information which
                           (i) derives economic value, actual or potential, from
                           not being generally known to other person who can
                           obtain economic value from its disclosure or use;
                           (ii) is the subject of efforts that are reasonable
                           under the circumstances to maintain its secrecy or
                           confidentiality; and (iii) is protected as a Trade
                           Secret under applicable law.

         2. AGREEMENT NOT TO COMPETE. Each of the Deans agrees that for a period
of five (5) years from the date hereof, or two (2) years after his or her
employment terminates with Purchaser for any reason, whichever is longer, he or
she will not become engaged within the Area, either directly or indirectly, on
his or her own behalf or on behalf of others as a shareholder (other than
ownership of less than five percent (5%) of the outstanding voting securities of
an entity whose voting securities are traded on a national securities exchange
or quoted on the NASDAQ/NMS but not including Global Canada), officer, director,
partner, joint venturer, trustee, consultant, or executive employee for any
Competing Business.

         3. AGREEMENT NOT TO SOLICIT CUSTOMERS. Each of the Deans agrees that
for a period of five (5) years from the date hereof, or two (2) years after his
or her employment terminates with Purchaser for any reason, whichever is longer,
he or she will not, either directly or indirectly, on his or her own behalf or
on behalf of others (other than Purchaser or its affiliates), solicit or accept
business from any customer or prospective customer who he worked with or
solicited while employed by Purchaser or by Spectrum.


NON-COMPETITION AND CONFIDENTIALITY AGREEMENT - PAGE 2

<PAGE>   116

         4. AGREEMENT NOT TO SOLICIT EMPLOYEES. Each of the Deans agrees that
for a period of five (5) years from the date hereof, or two (2) years after his
or her employment terminates with Purchaser for any reason, whichever is longer,
he or she will not, either directly or indirectly, on his or her own behalf or
in the service or on behalf of others solicit or hire, or attempt to solicit or
hire, or make an offer of employment to any person employed by Purchaser or that
was employed by Spectrum at the time of the Acquisition, whether or not a
full-time or temporary employee.

         5. OWNERSHIP AND NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL
INFORMATION.

                  (a)      Each of the Deans acknowledges and agrees that all
                           Confidential Information, and all physical
                           embodiments thereof, are confidential to and shall be
                           and remain the sole and exclusive property of
                           Purchaser.

                  (b)      Each of the Deans agrees that he or she will not
                           disclose or make available any Confidential
                           Information to any person or entity, nor shall he or
                           she make or cause to be made, or permit or allow (to
                           the extent within his or her control), either on his
                           or her own behalf or on behalf of others, any use of
                           such Confidential Information except in the ordinary
                           course of their employment or consulting arrangement
                           with the Purchaser or its affiliates. The obligations
                           of confidentiality contained in this Agreement will
                           apply (i) with respect to Trade Secrets so long as
                           the information remains Trade Secret; and (ii) for
                           Confidential Information for a period of five (5)
                           years from the date hereof, or two (2) years after
                           his or her employment with the Purchaser ceases for
                           any reason, whichever is longer.

         6. ACKNOWLEDGMENT BY FOUNDER OF IRREPARABLE HARM.

                  (a)      Each of the Deans acknowledges and agrees that he or
                           she has acquired unique knowledge of the Business and
                           operations of Spectrum; that each of the covenants
                           and agreements contained in Sections 2, 3, 4, and 5
                           of this Agreement is made by him or her in
                           consequence of and as an inducement to Purchaser to
                           enter into the Purchase Agreement and to protect and
                           preserve to Purchaser the benefit of the Acquisition,
                           whereby Purchaser acquires the Shares of Spectrum;
                           that each of the covenants contained in Sections 2,
                           3, 4, and 5 of this Agreement is reasonable and
                           necessary to protect and preserve the benefits of
                           such Acquisition; that Purchaser is engaged in and
                           throughout the Area in the Business and beyond; that
                           irreparable loss and damage will be suffered by
                           Purchaser should either of the Deans breach any of
                           such covenants and agreements; that each of such
                           covenants and agreements is separate, distinct and
                           severable not only from the other of such covenants
                           and this Agreement; that the unenforceability of any
                           such covenant or other such covenant or agreements or
                           any other provision or provisions of this Agreement;
                           and that, in addition to other remedies available to
                           it, Purchaser shall be

NON-COMPETITION AND CONFIDENTIALITY AGREEMENT - PAGE 3

<PAGE>   117


                           entitled to both temporary and permanent injunctions
                           to prevent a breach or contemplated breach by Founder
                           of any of such covenants or agreements. In the event
                           that Purchaser should seek an injunction hereunder,
                           each of the Deans hereby waives any requirement that
                           Purchaser submit proof of the economic value of any
                           Confidential Information or that Purchaser post a
                           bond or any other security.

                  (b)      In the event that either of the Deans shall breach
                           any of the covenants set forth in Sections 2, 3, 4,
                           or 5 hereof, the running of the period of the
                           restriction set forth in such Section shall be tolled
                           during the continuation of any such breach by either
                           of the Deans.

         7. NOTICES.

                  (a)      All notices, requests, demands, and other
                           communications hereunder shall be in writing and
                           effective when delivered, whether by hand, by United
                           States registered or certified mail, return receipt
                           requested, first class postage prepaid, or by Federal
                           Express or similar overnight courier service to the
                           parties or their permitted assignees, addressed as
                           follows:

If to the Deans:              Deborah M. Dean and
                              Jeffrey W. Dean

                              ------------------------------
                              ------------------------------

with a copy to:               Ron L. Bozzer, Esq.
                              Borden Ladner Gervais L.L.P.
                              1200 Waterfront Centre
                              200 Burrad Street
                              P.0. Box 48600
                              Vancouver, B.C., Canada V7XJT2


If to Purchaser:              Global Election Systems, Inc.
                              1611 Wilmeth Road
                              McKinney, TX  75069

with a copy to:               Brice Tarzwell, Esq.
                              Winstead Sechrest & Minick P.C.
                              5400 Renaissance Tower
                              1201 Elm Street
                              Dallas, Texas, USA 75270

                  (b)      Any party hereto may change its address specified for
                           notices herein by designating a new address in
                           writing.

NON-COMPETITION AND CONFIDENTIALITY AGREEMENT - PAGE 4

<PAGE>   118


         8. MISCELLANEOUS.

                  (a)      Assignment. This Agreement may be assigned by
                           Purchaser solely to a company, firm, or person that
                           acquires substantially all the assets or voting
                           securities of Purchaser and shall inure to the
                           benefit of such assignee. Neither this Agreement nor
                           any right to either of the Deans hereunder may be
                           assigned by the Deans, nor may either of the Deans in
                           any way delegate the performance of his or her
                           covenants and obligations hereunder.

                  (b)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
                           AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
                           STATE OF TEXAS.

                  (c)      Entire Agreement. This Agreement and the Share
                           Purchase Agreement together constitute the entire
                           agreement of the parties hereto concerning the
                           transactions contemplated herein and supersede all
                           prior agreements or understandings among the parties
                           hereto relating to the subject matter hereof. The
                           parties recognize that the Employment Agreement
                           between Purchaser and the Founder being executed
                           contemporaneously with this Agreement contains in
                           Section 10 thereof similar provision to those found
                           in this Agreement. As between the Founder and the
                           Purchaser, the provision of this Agreement shall
                           govern in the event of any conflict between Section
                           10 of the Employment Agreement and this Agreement. No
                           oral representation, agreement or understandings made
                           by any party hereto shall be valid or binding upon
                           such party or any other party hereto. Any amendment
                           to this Agreement must be in writing and executed by
                           both parties. The failure of any party to exercise
                           any power or right hereunder or to insist upon strict
                           compliance with the obligations hereunder shall not
                           constitute a waiver of a party's right to demand
                           exact compliance with the terms hereof.

                  (d)      Severability. Each of the covenants and agreements
                           hereinabove contained shall be deemed separate,
                           severable, and independent covenants, and in the
                           event that any covenant shall be declared invalid by
                           any court of competent jurisdiction, such invalidity
                           shall not in any manner affect or impair the validity
                           or enforceability of any other part or provision of
                           such covenant or of any other covenant contained
                           herein. If a covenant is deemed to be unenforceable,
                           the court or the parties shall modify the covenant to
                           make it enforceable pursuant to applicable law and
                           the intent of the parties.

                  (e)      Captions and Section Headings. Captions and section
                           headings used herein are for convenience only and are
                           not a part of this Agreement and shall not be used in
                           construing it.

                           [The balance of this page intentionally left blank.]


NON-COMPETITION AND CONFIDENTIALITY AGREEMENT - PAGE 5

<PAGE>   119

          IN WITNESS WHEREOF, Purchaser and Founder have each executed and
delivered this Agreement as of the date first shown above.


PURCHASER:                                     FOUNDER:
GLOBAL ELECTION SYSTEMS, INC.


By:  /s/ Robert J. Urosevich                   /s/ Jeffrey W. Dean
---------------------------------              ---------------------------
Robert J. Urosevich, President                 Jeffrey W. Dean
And Chief Operating Officer


Dated: Sept. 29th/2000                         Dated: Sept. 29th/2000




                                               VENDOR:

                                               /s/ Deborah M. Dean
                                               ---------------------------
                                               Deborah M. Dean
                                               Dated:  Sept. 29, 2000








NON-COMPETITION AND CONFIDENTIALITY AGREEMENT - PAGE 6

<PAGE>   120

                                  SCHEDULE "G"

                FORM OF VENDOR AND FOUNDER'S SOLICITOR'S OPINION
                                   (omitted)




<PAGE>   121

                                  SCHEDULE "H"

                     FORM OF PURCHASER'S SOLICITOR'S OPINION
                                   (omitted)





                                  SCHEDULE "I"

                          CERTIFICATE OF CONFIRMATION


Pursuant to subparagraph 6.2(g) of the Share Purchase Agreement made effective
as of the 10th day of August, 2000 (the "Agreement") among Deborah M. Dean (the
"Vendor"), Jeffrey W. Dean (the "Founder"), Spectrum Print & Mail Services,
Ltd., Global Election Systems Inc. ( "Global Canada") and Global Election
Systems, Inc. ("Global USA") (collectively, Global Canada and Global USA are
referred to as "Global"), the Vendor and the Founder jointly and severally
confirm to Global that the representations and warranties of the Vendor and the
Founder contained in paragraph 1.1 of the Agreement, elsewhere in the Agreement
or contained in any certificates or documents delivered by them pursuant to the
Agreement are true and correct in every respect as of the Time of Closing of the
Agreement being 12 o'clock p.m. local time in Vancouver, B.C. on the 29th day of
September, 2000.

Dated at Vancouver, British Columbia, this 29th day of September, 2000.




                                       Deborah M. Dean


                                       Jeffrey W. Dean



<PAGE>   122

                                  SCHEDULE "J"

                           CERTIFICATE OF CONFIRMATION


Pursuant to subparagraph 6.3(f) of the Share Purchase Agreement made the 10th
day of August, 2000 (the "Agreement") among Deborah M. Dean (the "Vendor"),
Jeffrey W. Dean (the "Founder"), Spectrum Print & Mail Services, Ltd., Global
Election Systems Inc. ("Global Canada") and Global Election Systems Inc., Global
Canada confirms to the Vendor and the Founder that the representations and
warranties of the Purchaser contained in paragraph 1.3 of the Agreement,
elsewhere in the Agreement or contained in any certificates or documents
delivered by it pursuant to the Agreement are true and correct in every respect
as of the Time of Closing of the Agreement, being 12 o'clock p.m. local time in
Vancouver, B.C. on the 29th day of September, 2000

Dated at McKinney, Texas and Vancouver, British Columbia, this 29th day of
September, 2000.


GLOBAL ELECTION SYSTEMS INC.

Per:
    -------------------------------------------
    Robert J. Urosevich, Director and President

Per:
    -------------------------------------------
    Clinton H. Rickards, Director



<PAGE>   123

                                  SCHEDULE "K"

                            PERSONAL PROPERTY LEASES


1.       Lease dated July 8, 1998 between Spectrum, as lessee, and IFC Credit
         Corporation for Model 500 Ballot Die Cutting System. The term of the
         lease for this equipment is sixty months beginning October 1,1998. The
         lease requires one payment of US$7,438.00 and fifty-nine payments at
         US$3,719.00, plus applicable taxes.

2.       Lease dated November 24, 1999 between Spectrum, as lessee, and IFC
         Credit Corporation for Model 500 Decorated Material Blanking System.
         The term of the lease for this equipment is sixty-one months beginning
         December 1,1999. The lease requires one payment of US$1,973.70 and
         sixty payments at US$3,948.70, plus applicable taxes.

3.       Lease dated July 8, 1998 between Spectrum, as lessee, and IFC Credit
         Corporation for two Phillipsburg High-Speed 6 Station Inserters, two
         Ink Jetters and one Stahl 20' x 26' RA Folder. The term of the lease
         for this equipment is sixty-one months beginning on December 1, 1999.
         The lease requires one payment of US$316.35 and sixty monthly payments
         at US$3,240 plus applicable taxes.

4.       Lease dated July 8, 1998 between Spectrum, as lessee, and IFC Credit
         Corporation for Model 500 Ballot Die Cutting System. The term of the
         lease for this equipment is sixty months beginning September 1, 2000.
         The lease requires sixty months payments at US$3,901.00, plus
         applicable taxes.

5.       Lease dated July 8, 1998 between Spectrum, as lessee, and IFC Credit
         Corporation for Model 500 Ballot Die Cutting System. The term of the
         lease for this equipment is sixty months beginning September 1, 2000.
         The lease requires one payment of US$7,438.00 and fifty-nine payments
         at US$3,901.00, plus applicable taxes.

6.       Lease dated March 1, 2000 between Spectrum, as lessee, and Copelco
         Capital, Inc. for two Xeikon DCP 50D. The term of the lease for this
         equipment is forty-eight months beginning March 1, 2000. The lease
         requires three monthly payments of US$8,000.00 and forty-five monthly
         payments of US$21,751.45, plus applicable taxes.

7.       Lease dated July 2, 1998 between Spectrum, as lessee, and Newcourt
         Financial for Xeikon D50. The term of the lease for this equipment is
         forty-one months beginning August 1, 1998. The lease requires one
         payment of US$31,436.58 and forty payments at US$15,718.31, plus
         applicable taxes.

8.       Lease dated December 4, 1998 between Spectrum, as lessee, and BankVest
         Capital Corp. for Xeikon DCP/50D. The term of the lease for this
         equipment is forty-two months


<PAGE>   124
                                      -2-


         beginning January 1,1999. The lease requires one payment of
         US$80,000.00 and forty-one payments at US$11,222.61, plus applicable
         taxes.

9.       Lease dated November 10, 1995 between Spectrum, as lessee, and Xerox
         for DP390HCZ. The term of the lease for this equipment is sixty months
         beginning January 1, 1996. The lease requires one payment of US$16,600
         and fifty-nine payments at US$3,033.28, plus applicable taxes.



<PAGE>   125

                                  SCHEDULE "L"

                              REAL PROPERTY LEASES


1.       Lease dated May 19, 1997, by and between First Commercial Management
         on behalf of Washington Credit Union, a partnership, as the landlord,
         and Spectrum, as tenant, pursuant to which Spectrum leases certain
         premises on land commonly known by the street address of 6950 - 220th
         Street SW, Suite 206, Mountlake Terrace, Washington. Such premises
         consist of office space totaling approximately 2,412 square feet. The
         lease commenced May 5, 1997 and is for the term of 4 years. Monthly
         rent payable under the lease is US$5,624.00.

2.       Lease dated June 16, 1998, by and between Castle Harbor, L.L.C., a
         partnership, as the landlord, and Spectrum, as tenant, pursuant to
         which Spectrum leases certain premises on land commonly known by the
         street address of 22314 70th Avenue W, Suite F, Mountlake Terrace,
         Washington. Such premises consist of warehouse space totaling
         approximately 7,200 square feet and including seven parking spaces.
         The lease commenced July 1, 1998 and is for the term of 4 years.
         Monthly rent payable under the lease is US$4,844.14.

3.       Lease dated December 23, 1999, by and between Encore Properties, a
         partnership, as the landlord, and Spectrum, as tenant, pursuant to
         which Spectrum leases certain premises on land commonly known by the
         street address of 471 Littlefield Avenue, South San Francisco,
         California. Such premises consist of warehouse and office space
         totaling approximately 5,120 square feet, including approximately 724
         square feet of office space and including four parking spaces. The
         lease commenced January 1, 2000 and is for the term of 5 years.
         Monthly rent payable under the lease is US$4,608.00.



<PAGE>   126


                                  SCHEDULE "M"

                 LIST OF SPECTRUM'S INTELLECTUAL PROPERTY RIGHTS


A. TRADEMARKS

As of the Effective Date, Spectrum has no registered trademarks and has not
filed any applications therefor.

Spectrum uses the following trade name in addition to its corporate name:

         Spectrum Ltd.

Spectrum currently uses the unregistered trademarks "FrontEnd", "VoteRemote"and
"MailWare" in connection with its business. Spectrum does not utilize any brand
names of its own not otherwise disclosed in this Schedule. The Vendor and the
Founder do not make any representation, warranty or covenant that all or any of
such marks are capable of registration.

Spectrum Logo:

                                [SPECTRUM LOGO]

B. COMPUTER PROGRAMS, COPYRIGHTS AND INDUSTRIAL DESIGNS

         FrontEnd(TM)

                  A collection of software utilities supporting a methodology
                  that 1) allows print objects, in an extensive variety of
                  formats, to be placed on an electronic "virtual page," from a
                  source database, in postscript format; 2) controls the RIP,
                  printing, finishing and distribution of the printed material.

         VoteRemote(TM)

                  A software application that organizes the entire Absentee
                  Ballot Process with data management, that produces envelopes
                  by any data supported grouping, encodes voter specific
                  information for the outgoing mail process and decodes
                  returned absentee voter data in the incoming process. These
                  data are uploaded to the county's voter registration database
                  system with updated voter information for


<PAGE>   127
                                      -2-


                  signature verification. This software drives the entire
                  Absentee Ballot Process methodology.

         MailWare(TM)

                  MailWare is a product which simplifies and automates address
                  coding without having to go through complicated and
                  time-consuming import/export routines. MailWare uses the
                  United States Postal Service ("USPS") database to lookup and
                  code addresses. The Postal Coding Wizard allows you to code
                  any data file structure with the necessary information to
                  create an eleven-digit barcode, which means significant
                  postage savings and delivery time on mailings. MailWare
                  creates a Coding Accuracy Support System (CASS) report, which
                  is recognized by the USPS in determining the qualification
                  accuracy of your mailing. All necessary bar code fonts are
                  included. The unique feature of MailWare is the integration
                  with Microsoft Access database as an add-on.

         Ballot Production

                  Optical Scan Ballot production requires the ability to
                  produce a ballot with accurate, complete front-to-back
                  registration, which can be read by an optical scanner.
                  Printing and setup times are limited and controlled by
                  arbitrary state government regulations. This fact, coupled
                  with ever increasing voter populations, continues the trend
                  away from traditional printing methods due to their need for
                  costly setup time and plate charges. Offset press methodology
                  does not support proofs and/or last minute changes. Ballot
                  styles (precinct specific variations) and ballot types
                  (absentee, precinct, or mail) mandate the use of variable
                  data and unlimited use of color. Spectrum's FrontEnd software
                  produces quality ballots with little human intervention.
                  FrontEnd controls page layout, merging of variable data
                  overlays to correct postscript files, unlimited use of color
                  for county coding purposes, red ovals and the ability to
                  produce proofs and on-demand reprints. Spectrum's XEIKON 50D
                  Digital Press provides the accuracy, flexibility, and
                  reliability needed to insure that all types and styles of
                  ballots can be produced on-time with complete registration
                  and accuracy.

         RealTimeBallots(TM)

                  Real Time Ballots is a software system and methodology to
                  produce Global ballots on demand by using a desktop PC and a
                  postscript laser printer. The functional goal of Real Time
                  Ballots is to produce a ballot in "real time" for a voter by
                  entering a criteria. The criteria can be a voter ID, name,
                  address, or birth date. Once a criteria is selected and
                  entered, the system produces a ballot and a corresponding
                  reply envelope that is printed to a desktop printer. This
                  process is most useful for counties that have many precincts
                  and have different issues per precinct.


<PAGE>   128
                                      -3-


C. PATENTS

         None.

D. DOMAIN NAMES

         Spectrumltd.com
         Vote-Remote.com
         Vote-Remote.net
         Vote-Remote.org
         VoteRemote.net
         VoteRemote.org

E. THIRD PARTY IP CONTRACT AND OPERATIONAL CONTRACTS

         None.


<PAGE>   129


                                  SCHEDULE "N"

                                    CUSTOMERS
                                   (omitted)
<PAGE>   130

                                  SCHEDULE "O"

              OPTIONS, WARRANTS AND AGREEMENTS TO ISSUE SECURITIES
                                OF GLOBAL CANADA


Incentive Stock Options outstanding as at August 10, 2000:

<TABLE>
<CAPTION>
                                     NO. OF SHARES SUBJECT       EXERCISE PRICE PER
NAME OF HOLDER                             TO OPTION                COMMON SHARE                EXPIRY DATE
--------------                       ---------------------       ------------------             -----------
<S>                                  <C>                         <C>                   <C>
Ken Clark                                    40,000                     $2.05          October 15, 2001
Cathleen Colgan                              40,000                      1.25          August 22, 2002
Brian Courtney                               50,000                      1.25          August 2, 2005
Robert Diekmann                              25,000                      2.05          October 15, 2001
Larry Dix                                    50,000                      2.05          October 15, 2001
Larry Ensminger                              50,000                      1.25          August 22, 2002
J. Gregory Forsythe                          50,000                      1.25          August 22, 2002
Ingrid Giordano                              25,000                      1.25          August 22, 2002
Nicholas Glass                               50,000                      1.49          December 17, 2002
Barry Herron                                 50,000                      1.25          August 22, 2002
Jeff Hintz                                   15,000                      1.25          August 22, 2002
Frank Kaplan                                 50,000                      1.25          August 22, 2002
Steve Knecht                                 50,000                      1.25          August 22, 2002
Wes Krivanek                                 15,000                      1.25          August 22, 2002
Sin Din Eric Lau                             20,000                      1.25          August 22, 2002
Mark Langer                                  40,000                      1.25          August 22, 2002
John W. Larmer II                            50,000                      1.69          February 8, 2005
Sophia Lee                                   30,000                      1.25          August 22, 2002
John McLaurin                                50,000                      1.25          August 22, 2002
Mickey Martin                                50,000                      1.25          August 22, 2002
Josef Mueller                                50,000                      1.25          August 22, 2002
Robert Pickett                               50,000                      1.25          August 22, 2002
Clint Rickards                               50,000                      1.25          August 22, 2002
Juan Rivera                                  40,000                      2.05          October 15, 2001
Sherry Rose                                  50,000                      2.05          October 15, 2001
Maurice Sokulski                            100,000                      1.25          August 22, 2002
Bob Urosevich                               120,000                      1.25          August 22, 2002
Howard T. Van Pelt                           50,000                      1.25          August 22, 2002
Donald Vopalensky                            40,000                      1.25          August 22, 2002
TOTAL:                                    1,350,000
</TABLE>


<PAGE>   131
                                      -2-


Warrants outstanding as at August 10, 2000:

<TABLE>
<CAPTION>
                                 NO. OF SHARES AVAILABLE ON      EXERCISE PRICE PER
NAME OF HOLDER                   EXERCISE OF WARRANTS              COMMON SHARE                 EXPIRY DATE
--------------                   --------------------------      ------------------             -----------
<S>                              <C>                             <C>                          <C>
David Ross                                   83,333                      $1.88                March 31, 2001
Victoria Ross                                83,334                       1.88                March 31, 2001
TOTAL:                                      166,667
</TABLE>



<PAGE>   132

                                  SCHEDULE "P"

                       LIST OF GLOBAL'S COMPUTER PROGRAMS


Computer Programs

ES-2000 AccuVote optical scan voting system
AccuVote touch screen voting system
GEMS application software
Voter Tally System (VTS) application software



<PAGE>   133

                                  SCHEDULE "Q"

ESCROW AGREEMENT
<PAGE>   134
                                ESCROW AGREEMENT

This is an Agreement respecting certain securities (the "Securities") described
in Schedule A.

AMONG:

   BORDEN LADNER GERVAIS LLP Lawyers P.O. Box 48600, Waterfront Centre 1200 -
                   200 Burrard Street Vancouver, B.C. V7X 1T2

                               (the "Depository")

AND:

      DEBORAH M. DEAN 22006 - 100th Avenue West Edmonds, Washington USA 98020

                                  (the "Owner")

AND:

         GLOBAL ELECTION SYSTEMS INC. AND GLOBAL ELECTION SYSTEMS, INC.
                  1611 Wilmeth Road McKinney, Texas USA 75069

                            (collectively, "Global")



The Depository acknowledges receipt from the Owner of the Securities and an
irrevocable stock power of attorney executed by the Owner in favour of Global
Canada (the "Power of Attorney") (collectively, the Securities and the Power of
Attorney are defined as the "Escrow Documents") which are received by the
Depository for the purposes of Section 2.2(b) of the Share Purchase Agreement
described in Schedule B (the "Escrow Provisions").

The following are the terms and conditions on which the Escrow Documents are
received by the Depository:

1.       The Depository shall exercise the same degree of care respecting the
         Escrow Documents and safeguard them to the same extent as the
         Depository does with respect to securities held by the Depository for
         its own benefit, but the Depository shall not be construed or deemed to
         be an insurer of the Escrow Documents and shall not be liable for any
         damage thereto or loss thereof unless such damage or loss is caused by
         the gross negligence or wilful misconduct of the Depository.

2.       In caring for and safeguarding the Escrow Documents, the Depository may
         use the services of any agent or employee.

3.       Where the Escrow Documents are being held as a security for performance
         of any obligation by the Owner,


<PAGE>   135

         (1)      particulars of the obligation secured are as set out in
                  Schedule B to this Agreement;

         (2)      the Escrow Documents shall remain in the possession of the
                  Depository until the complete performance of the Owner's
                  obligations in accordance with the respective agreements and
                  the terms and covenants therein contained; and

         (3)      any loss of or in respect of securities received by the
                  Depository from the Owner, whether occasioned through the
                  fault of the Depository or otherwise, shall not discharge or
                  limit or lessen the liability of the Owner under any loan or
                  other credit facility agreement or any guarantee agreement
                  executed in favour of the Depository.

4.       The Depository shall forthwith cause the Escrowed Documents to be
         delivered to the persons entitled as per the procedure set out in
         Schedule C to this Agreement.

5.       The Owner indemnifies and shall save the Depository harmless against
         any cost (including legal costs on a solicitor and client basis),
         liability, claim, damage or expense arising from any claim brought by
         any third party by reason of the Depository having possession of the
         Securities or by reason of the Depository complying with the terms of
         this Agreement.

6.       (1)      Any notice required or permitted by law or this Agreement to
                  be given to or served upon either of the parties shall be
                  sufficiently served if given personally or if sent by telex or
                  fax (where the intended recipient is equipped to receive such
                  a form of telecommunication) or by prepaid courier or
                  certified or registered mail,

         (1)      in the case of the Depository, to the office of the Depository
                  set forth on the first page hereof; and

         (2)      in the case of the Owner, to the address of the Owner set
                  forth on the first page hereof;

         and either party may by notice given in accordance with this section
         change its address for the purposes of this Agreement.

         (2)      Any notice shall be deemed (in the absence of evidence of
                  prior receipt) to have been received by the intended recipient
                  the same day if personally served, the next business day if
                  sent by telex or fax, and on the third business day next
                  following where sent by prepaid courier or by registered or
                  certified mail.

SIGNED, SEALED AND DELIVERED as of the date first above written.



BORDEN LADNER GERVAIS

     "Ron L. Bozzer"
     -----------------------------
Per: "Deborah M. Dean"
     DEBORAH M. DEAN



<PAGE>   136

GLOBAL ELECTION SYSTEMS INC.

    "Clinton H. Rickards"
    ----------------------------------
    Per: Clinton H. Rickards, Director


GLOBAL ELECTION SYSTEMS, INC.

    "Clinton H. Rickards"
    ----------------------------------
    Per: Clinton H. Rickards, Director



<PAGE>   137

                                   SCHEDULE A

                                   SECURITIES




<TABLE>
<CAPTION>
DESCRIPTION OF ITEM                                                        MATURITY DATE
<S>                                                                        <C>
500,000 Common Shares of Global Election Systems Inc.                      September 27, 2002
</TABLE>



<PAGE>   138

                                   SCHEDULE B

                        OBLIGATION SECURITY BY SECURITIES

Any Claims against Owner of shares for breach of representations and warranties
under the Share Purchase Agreement made as of August 10, 2000, among Deborah M.
Dean, Jeffrey W. Dean, Spectrum Print & Mail Services, Ltd., Global Election
Systems Inc. and Global Election Systems, Inc.



<PAGE>   139

                                   SCHEDULE C

                            ESCROW RELEASE PROCEDURE

1. Pursuant to section 4.1 of the Share Purchase Agreement described in Schedule
B (the "SHARE PURCHASE AGREEMENT"), if any of the representations, warranties or
acknowledgements given by the Owner in the Share Purchase Agreement are found to
be untrue during the period of 36 months following the closing or there is a
breach of any covenant or agreement in the Share Purchase Agreement on the part
of the Owner, the Owner has indemnified Global from and against any and all
liability, claims, debts, demands, suits, actions, penalties, fines, losses,
costs (including legal fees and disbursements as charged by a lawyer to his own
client), damages and expenses of any kind whatsoever which may be brought or
made against Global by any person, firm or corporation of any kind whatsoever or
which may be suffered or incurred by Global, directly or indirectly, arising out
of or as a consequence of any such misrepresentation or breach of warranty,
acknowledgement, covenant or agreement (the "INDEMNIFICATION RIGHT").

2. In the event that Global, on or prior to the Maturity Date set forth in
Schedule A, claims to be entitled to a payment under the Indemnification Right
it may exercise such claim by delivering written notice to the Owner (with a
copy to the Depository) demanding from the Owner a specified dollar amount (the
"CLAIM"), as being the amount covered by the Indemnification Right. Such Claim
shall specify the breach alleged and the calculation of the amount of the
damages claimed. Such Claim shall be denominated in Canadian Dollars based upon
the average of the buy and sell rate for US Dollars of Bank of Nova Scotia main
branch in Vancouver at noon on the day prior to the date of the Claim. If the
Claim is not disputed in accordance with section 4 of this Schedule C, Global
shall have the right to satisfy the Claim by the transfer to Global of such
number of the Securities as is equal to the amount of the Claim based upon the
Market Value (as defined below) of Global's shares at the time of the Claim.

3. The Market Value of Global's shares for a particular date on which a Claim is
made (the "CLAIM DATE") shall be determined as follows:

         (a)      for each organized trading facility on which Global's shares
                  are listed, "Market Value" will be the average of the closing
                  prices of Global's shares on the 10 trading days immediately
                  preceding the Claim Date;

         (b)      if Global's shares trade on an organized trading facility
                  outside of Canada, then the "Market Value" determined for that
                  organized trading facility will be converted into Canadian
                  dollars at a conversion rate determined by the Depository
                  having regard for the published conversion rates as of the
                  Claim Date;

         (c)      if Global's shares are listed on more than one organized
                  trading facility, then "Market Value" shall be the simple
                  average of the Market Values determined for each organized
                  trading facility on which those Global shares are listed as
                  determined for each organized trading facility in accordance
                  with subparagraphs (a) and (b) above;

         (d)      if Global's shares are listed on one or more organized trading
                  facility but have not



<PAGE>   140

                  traded during the ten trading day period immediately preceding
                  the Claim Date, then the "Market Value" will be, subject to
                  the necessary approvals of the applicable regulatory
                  authorities, such value as is determined by the auditors of
                  Global, acting reasonably; and

         (e)      if Global's shares are not listed on any organized trading
                  facility, then the Market Value will be, subject to the
                  necessary approvals of the applicable regulatory authorities,
                  such value as is determined by the auditors of Global, acting
                  reasonably.

4. If the Owner has delivered to the Depository and to Global a written
objection to a Claim (an "OBJECTION") within 10 business days of Global's
delivery of notice of the Claim to the Owner, or there is otherwise a dispute
between Global and the Owner as to the amount of the Claim, the Depository's
sole obligation will be to hold the Escrow Documents until such dispute has been
settled by agreement between the parties or by adjudication and all rights of
review or appeal of any decision resulting from such adjudication have been
exhausted. Upon receipt by the Depository of a certified copy of any such final
decision or agreement, the Depository will act in accordance with the terms of
such final decision or agreement.

5. If the Owner has not delivered to the Depository and to Global an Objection
to a Claim within 10 business days of delivery of notice of the Claim to the
Owner, the Depository shall forthwith deliver such number of Securities, as
calculated by the auditors of Global as are required to fully satisfy the Claim
to Global's Registrar and Transfer Agent. Prior thereto, the Depository shall
complete the Power of Attorney by inserting on the Power of Attorney the number
of Global shares transferable by the Owner to Global in satisfaction of the
Claim (the "CLAIMED SHARES"), based upon the Market Value of Global's shares and
the amount of the Claim and shall deliver same to Global's Registrar and
Transfer Agent.

6. If the number of Claimed Shares is less than the number of Global shares
which the Depository holds (the "SECURITY SHARES"), Global shall require the
Transfer Agent to return to the Depository a Global share certificate
representing such number of Global shares as is equal to the number of Security
Shares less the Claimed Shares (the "REMAINING SHARES"). The Depository shall
forthwith provide written notice to the Owner of its receipt of the Remaining
Shares. Within 10 business days of the Owner's receipt of such written notice,
the Owner shall provide to the Depository another duly executed Power of
Attorney in favour of Global leaving blank the number of shares to be
transferred.

7. At noon, Vancouver time, on September 30, 2002, provided that there is no
outstanding Claim, the Depository is hereby authorized and shall deliver to the
Owner all Escrowed Documents and any remaining Security Shares and any Power of
Attorney it holds pursuant to this Escrow Agreement without further act of any
party.