SCHIMATIC CASH TRANSACTIONS NETWORK COM INC
10SB12G/A, 2000-03-08
BUSINESS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-SB
                                AMENDMENT NO. 1

                        GENERAL FORM FOR REGISTRATION OF
                      SECURITIES OF SMALL BUSINESS ISSUERS
        Under Section 12(b) or (g) of The Securities Exchange Act of 1934

                  SCHIMATIC Cash Transactions Network.com, Inc.
                  ---------------------------------------------
                  Name of Small Business Issuer in its charter

                                     Florida
                                     -------
                         (State or other jurisdiction of
                         incorporation or organization)


                                   88-0415947
                                   ----------
                     (I. R. S. Employer Identification No.)

                         205 West 700 South, Suite 205,
                            Salt Lake City, UT 84101
                            ------------------------
                    (Address of principal executive offices)


                                 (801) 355-0066
                                 --------------
                           (Issuer's telephone number)


         Securities to be registered pursuant to Section 12(b) of the Act.


                          Common Stock, $.001 par value
                          -----------------------------
                              (Title of each class)


                        OTC Bulletin Board (Symbol: SCTN)
                        ---------------------------------
                   (Name of each exchange on which registered)

<PAGE>

INFORMATION REQUIRED IN REGISTRATION STATEMENT

THIS REGISTRATION STATEMENT CONTAINS CERTAIN  FORWARD-LOOKING  STATEMENTS WITHIN
THE MEANING OF SECTION 27(a) OF THE  SECURITIES ACT OF 1933 AND SECTION 21(e) OF
THE SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED. AS A RESULT OF CERTAIN FACTORS
DESCRIBED BELOW AND ELSEWHERE IN THIS REGISTRATION STATEMENT, AND OTHER FACTORS,
ACTUAL  RESULTS  COULD  DIFFER   MATERIALLY   FROM  THOSE   PROJECTED  IN  THOSE
FORWARD-LOOKING STATEMENTS.

Note: The Company has elected to follow Disclosure  Alternative 3 in preparation
of this Registration Statement

                                       2
<PAGE>

                                     PART I

- --------------------------------------------------------------------------------
ITEM 1: DESCRIPTION OF BUSINESS
- --------------------------------------------------------------------------------

General

         The  Company.  Schimatic  Cash  Transactions  Network.com,  Inc.  ( the
"Company"  or  "SCTN" ) Company  is in the  business  of  providing  smart  card
solutions  for  the  loyalty  transaction  needs  in the  retail  and  financial
industries,  e-commerce  markets and an  emerging  internet  world.  Through its
proprietary    patented   technology   and   its    custom-designed    database,
LoyaltyCentral.com(TM)  , the Company proposes to become a processing center and
repository for loyalty programs worldwide.

         The  Company  is  a  development-stage   Company  with  no  significant
operating revenues to date.

         The  Patent.  The  Company  owns US  patent  No.  5,806,045,  issued on
September 8, 1998. ( the "Patent"  ).In October  1999,  the Patent was issued in
Australia ( No. 703349 ) and is currently pending in Canada, Japan, and Mexico.

         The  Patent  covers  smart card and  loyalty  methodology  designed  to
promote  a  common  platform  for  all  loyalty   applications.   This  platform
encompasses any and all loyalty  programs that begin with or incorporate a smart
card initiated  transaction.  A loyalty award includes any incentive,  discount,
award or rebate.  The industry  refers to loyalty  programs  generally as "cause
related  marketing" or more simply as "value add".  Possession of the Patent and
using it to promote a common loyalty  platform to the industry gives the Company
a decided market  advantage.  Standardizing  the loyalty platform  promises cost
efficiencies to banking, finance, and commerce.

         The Patent covers a methodology  independent of the technology in which
it happens to reside.  This technology allows data to be compiled,  compared and
manipulated in many ways.  The patent  applies to a process or  methodology  for
manipulating the data. That methodology  promotes consumer loyalty in processing
financial transactions such as purchases.The Patent is broadly applicable to any
loyalty  award  program  that  operates by means of a smart card or any portable
electronic device such as palm tops, lap tops, or cellular  telephones.  Thus as
loyalty program technology  evolves,  the Patent's  methodology will continue to
cover the inevitable  evolution from smart cards to the next generation of smart
portable devices.

         The Patent applies to a dynamic allocation  process.  This is a process
by which transaction data is recorded,  stored,  accessed and combined to create
useful  information.  The  Patent  applies to all of these  database  management
functions.  Specifically,  there are four  types of loyalty  data  stored on the
database: value allocation, value redemption,  transaction recording and various
demographic  data. The Patent applies to loyalty  transactions that are acquired
or redeemed in these  database  management  functions  from one or more  loyalty
programs.

                                       3
<PAGE>

         The  Database.  Beginning  in 1997 with the  support of IBM the Company
developed a robust, flexible, and scalable DB2 database for back-end loyalty and
charity transaction processing.  This database, now known as "LoyaltyCentral.com
"(TM), is capable of processing  transactions involving virtually any electronic
medium.  The  database  allows for  front-end  and  back-end  interfaces,  where
multiple  retailers  can  split  payments  to  multiple  beneficiaries,  whether
card-holders or charitable organizations.  The database also allows data capture
and demographic profiling for use and sale in targeted marketing programs.

         LoyaltyCentral.com(TM)   enables  the  integration  and  processing  of
diverse transactions, ranging from internet-based loyalty programs to POS (Point
of Sale) loyalty redemption using a smart card.

         In  July-August  1999,  the Company  acquired IC One, Inc., a Salt Lake
City-based  developer  of  "smart  card"  technologies.  IC One,  Inc.  is now a
wholly-owned  subsidiary of the Company  which now operates its new  acquisition
directly.  The Company is now doing business as "IC One" and plans to change its
name to "IC One,  Inc."  References  throughout  this  document to the "Company"
include IC One, Inc.

THE NATURE OF PRODUCTS OR SERVICES OFFERED:

         The Company's  products and services include:  (1) patent marketing and
licensing;   (2)  patent  protection  of  intellectual   property;  (3)  loyalty
transaction processing, (4) database management and (5) demographic sales.

         On August 5, 1999, SCTN concluded an agreement in principle with IBM to
pursue partnership arrangements for smart card deployment worldwide.

         Present contracts include eExpo and Rent Smart.

eExpo Project

         eExpo (Electronic  Exposition Information  Technologies,  Inc. ), is an
information technologies and services provider to the trade show, convention and
training  industries.  Its services include trade show  management,  exhibition,
transportation,   hospitality,   entertainment,  computing,  communications  and
educational functions.

         On November 17, 1999, the Company and eExpo signed a contract  granting
the exclusive worldwide rights to the IC Kids Card(TM) Program under the Patent.
This  contract  allows eExpo to provide smart cards,  smart card  readers,  cash
handling,  information  processing  and  data  management  to  the  educational,
exhibition and trade show industries.

                                       4
<PAGE>

         The  project  builds  upon the  success of the IC Kids  Card(TM)Program
currently running in Utah. eExpo has engineered a leading edge concept utilizing
smart cards based on the SCTN  loyalty  patent.  This  concept will provide free
computers and educational software (K-12) to smart card carrying consumers. This
educational  program  requires  that the  consumer  attain a  specified  monthly
spending amount in order to receive the free computer.

         eExpo has issued a Request For  Proposal  (RFP) to support the roll-out
and  distribution  of 28 million  smart cards.  Distribution  is planned over 36
months.  This program is called  "eduSmartCard".  It will feature loyalty with a
stored  value purse for payment at both  participating  merchants  and  internet
retailers.  The card will also  feature  electronic  allocation  for storing and
redeeming incentives off the card at participating  retailers.  Future plans are
being made for credit and debit functionality.

         The CCompany is approaching  celebrities and politicians to endorse the
program because of the potential it may provide in funding education  technology
requirements through the private sector.

         The Company believes that the philanthropic  and humanitarian  features
of this program  provide the  necessary  incentives  to overcome the  retailer's
resistance to the cost of implementation.  eExpo expects success demonstrated by
the commitment  from  corporate  America  through their paid  advertising on the
card.  This  advertising  covers the cost of the smart cards and the card reader
devices.

RentSmart Project

         The Company  concluded a contract on August 6, 1999 with Global Capital
Limited and RentSmart.  RentSmart is a rental  publication  company based in Las
Vegas,  NV. The project  specifies  the  deployment  of smart cards and internet
ready set top boxes for a minimum of 1.5 million  rental  units over the next 36
months.

         The RentSmart  project is currently in the first phase of  development.
SCTN has formed strategic alliances with a number of companies that bring valued
pieces to the project.  Each of the companies involved is in different stages of
development  on the  applications  that  they  bring to this  project.  The plan
includes  a pilot  roll out by the end of first  quarter  year  2000.  The pilot
program will center on an 860-unit apartment community in the city of Las Vegas,
NV.  Additional  sites for the program will be determined  based on a successful
pilot. The pilot program creates a community environment where the end user will
be  able  to  shop  with  local   merchants,   pay  apartment  rent,  and  order
video-on-demand  through his/her set-top box. In addition to the extensive local
content they will also be able to access the internet,  send and receive e-mail,
and communicate with apartment management by the use of a smart card and set top

                                       5
<PAGE>

box located in their  apartment.  Additional  features  will be added at a later
date.

         SCTN brings to the  project the  critical  and  integrating  feature of
loyalty with its  patented  smart card  methodology.  The end user can pay rent,
order  pizza  from a local  merchant,  then order a video on demand to be viewed
from the comfort of his/her apartment, all the while earning loyalty points that
are being stored on the smart card. These loyalty points are redeemable at local
and participating merchants and LoyaltyCentral.comTM for goods and services. The
value-add to the consumer  will promote usage of the card and  convenience.  The
Company  believes  that paying  rent  through  smart  cards will bring  enormous
dividends to landlords by automatically  depositing  payments  directly into the
landlord bank account.  Decreased turnover in the apartment community will bring
a  financial  value  to the  apartment  management  companies  involved  in this
program.  New features and transactions will be developed to provide  additional
revenue streams in subsequent phases.

R & D Expenses

         Since  Inception  in 1997  through  September  30, 1999 the Company has
spent approximately $896,000 on Company-sponsored research and development.

Strategic Alliances

         The Company's  further  development is dependent upon the establishment
of several strategic alliances ("Key Alliances").Due to the comprehensive nature
of the Patent,  smart card,  and e-commerce  technology in general,  the Company
hopes to tap into a rich supply of  alliances.  The  following  are a few of the
major alliances currently in place:

         The IBM Relationship.  Beginning in late 1997, IC One and IBM developed
a series of  robust,  complex,  and  scalable  databases  for IC One's  back-end
processing.  The  architecture of these databases allows for an almost unlimited
number of front-end and back-end  interfaces.  Using these  databases,  multiple
retailers can split payments to multiple beneficiaries.  Moreover, the databases
allow  significant data capture and mining for retailers and targeted  marketing
programs.  The IC One back-end processing  capability allows the user to analyze
and to manipulate  information in virtually  unlimited ways,  providing valuable
and easily and cheaply accessible demographic data and financial information.

         On August 5,  1999,  IBM and the  Company  announced  an  agreement  to
jointly market  solutions in the  international  smart card and loyalty  arenas.
This is  evidence  of an  expanding  IBM  relationship,  due in part to a patent
evaluation  performed  by IBM, in addition  to the  growing  commitment  of both
companies to the idea of a strategic alliance to gain market share and revenues.

                                       6
<PAGE>

IBM has been  involved with the Company  since that time in the  negotiation  of
marketing  contracts and in exchange of technical  personnel and expertise.  The
Company is confident that, going forward,  the IBM relationship will be a source
of increasing value and resources.

Personnel

The Company currently has 16 employees, all of whom are full time. The Company's
Board of  Directors  currently  includes  two members who are  employees  of the
Company, and two who are not. The Board is seeking an additional director and it
is  anticipated  that the  Company  will  hire  additional  employees  as growth
demands. The Company expects to use the services of third parties to develop and
host its products for the immediate future.

                                       7
<PAGE>

- --------------------------------------------------------------------------------
ITEM 2.   MANAGEMENT DISCUSSION AND THE ANALYSIS OF PLAN OF OPERATION
- --------------------------------------------------------------------------------

OVERVIEW

         The  following  discussion  should  be read  in  conjunction  with  the
Financial  Statements of the Company and the Notes thereto  appearing  elsewhere
herein.

         The Company`s  financial  condition  and results of operations  reflect
that it is a start-up  company in the process of  attempting  to build a base of
service to add value to it's  potential  customers.  Revenues to the date of the
financial  statements  have been nominal due to the Company's focus on preparing
to get this base of services ready for the market.

         During the period  ended  September  30, 1999 the Company  acquired two
companies,  (1) R & D Technology,  Inc. and (2) IC One, Inc. R & D was purchased
to merge the pool of talent in R & D with the potential  for raising  capital by
SCTN.  IC One,  Inc. was purchased for the potential of using IC One's patent in
conjunction with R & D's pool of talent.

         The Company has  completed  test markets to verify the viability of its
software  and loyalty  system and is now in a position to market the process and
software to merchants, debit and credit card issuers and banks.

Plan of Operation

1.   SCTN  will be  unable  to meet its cash  requirements  for the next  twelve
     months  without  raising   additional  funds  through  debt  and/or  equity
     investments.  The  Company  forecasts  indicate  that it will need at least
     $10,000,000  in additional  capital before it begins to earn enough revenue
     to meet current needs.

2.   Internal  sources  of  liquidity  include  the  expected  cash  flow on two
     contracts the Company has entered into that are to become  operational this
     summer.  Additionally the Company expects to raise funds through borrowings
     and the sale of  additional  securities.  There is no assurance  that these
     expectations will prove to be successful.

                                       8
<PAGE>

3.   The Company  purchased a building for  $900,000.00  in December 1999. It is
     paying for the  building  by  issuing  stock in lieu of cash.  The  Company
     intends to occupy the building in the second  quarter of 2000 and use it as
     its headquarters.

4.   The Company  will be adding ten to twenty new  employees  in this  calendar
     year  to  meet  its  needs  under  the  two  contracts   that  will  become
     operational.

                                       9
<PAGE>

- --------------------------------------------------------------------------------
ITEM 3.  DESCRIPTION OF PROPERTY
- --------------------------------------------------------------------------------

         On December 30,  1999,  the Company  completed  the purchase of a newly
renovated,  fully leased  10,000-square foot office building located at 740 East
3900 South,  Salt Lake City,  UT 84107,  a portion of which the Company plans to
occupy  beginning in second  quarter 2000.  Until January 2001, the Company will
own 34% of the building, after which the Company will own 100%. With the monthly
offset of income  generated  from other  tenants in the  building,  the  Company
expects  to  realize an initial  annual  savings of more than  $80,000  over its
previous  lease  payment  obligation.  The Company will  initially  occupy 4,000
square feet and relocate additional tenants in the future as growth requires and
as tenant  leases  expire.  The Company  believes  the space  available  will be
sufficient for its needs for at least the next two years.

                                       10
<PAGE>

- --------------------------------------------------------------------------------
ITEM 4:    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND   MANAGEMENT
- --------------------------------------------------------------------------------

         The  following  table sets forth the record  ownership of the Company's
Common Stock (the  Company's  only class of stock) as of December 31, 1999 as to
(i) each person or entity who owns more than five percent  (5%^) of any class of
the  Company's  Securities   (including  those  shares  subject  to  outstanding
options),  ( ii) each person named in the table  appearing in  "Remuneration  of
Directors and Officers", and ( iii) all officers and directors of the Company as
a group.

NAME & ADDRESS                              SHARES OWNED        PERCENT OF CLASS
- --------------------------------------------------------------------------------
David J. Simon                               1,067,478                 1.67%
President, CEO and Chairman
205 West 700 South
Salt Lake City, UT  84101

Doug Lloyd                                   1,580,071                 2.48%
Senior Vice President
11471 South Canton Court
Sandy, UT 84092

Peter J. Bennee                              2,090,065                 3.27%
Corporate Secretary and Director
205 West 700 South
Salt Lake City, UT 84101

Paul E. Christensen                          1,512,622                 2.37%
Director
205 West 700 South
Salt Lake City, UT 84101

Jim Biorgi                                  11,503,138                 18.20%
888 Heartwood Circle
Fruit Heights, UT 84037

Nathan Welch                                 3,872,872                   6.07%
1125 North 1050 East
Orem, UT 84097

OFFICERS & DIRECTORS AS A GROUP              6,250,236                   9.79%


         To the  Company's  knowledge,  the persons named in the table have sole
voting and investment  power with respect to all shares of Common Stock owned by
them, subject to community property laws where applicable.  The above referenced
number of shares does not include shares  available upon exercise of the options
described in the table below.

                                       11
<PAGE>

         Other  than  Common  Stock,  the  Company  has no  class of  voting  or
non-voting stock outstanding.

         The following  table sets forth the options,  warrants and other rights
to purchase  the  Company's  Common  Stock (the  Company's  only class of voting
stock) as of  December  31,  1999,  as to i) each person or entity who owns more
than five percent (5%) of any class of the Company's Securities (including those
shares  subject to  outstanding  options),  ii) each  person  named in the table
appearing in "Remuneration of Directors and Officers", and iii) all officers and
directors of the Company as a group.

OPTIONS:

TITLE AND AMOUNT OF SECURITIES CALLED FOR BY OPTIONS, WARRANTS OR EXERCISE.

NAME & TITLE      RIGHTS   SHARES                    PRICE             EXP. DATE
- --------------------------------------------------------------------------------
David Simon      OPTION   6,778,000                  $0.15            11/30/02
Chairman/CEO

OFFICERS & DIRECTORS
AS A GROUP                6,778,000

NOTE:  Pursuant to an agreement with R&D Technology  prior to the IC One merger,
Mr. Simon has been issued options for 6,778,000  shares of the Company's  common
stock. The original agreement,  dated November 1, 1998 and ratified by the Board
of the Company on November 11, 1999,  was for  2,000,000  shares of R&D stock at
$0.50 per share. These numbers have been adjusted, per the agreement, by factors
of 2.1309 and 1.5904 for the R&D/STI and SCTN/IC One mergers,  respectively, for
a net factor of 3.389.

NOTE:  Each Current  Director  also  receives 5000 shares of Common Stock of the
Company for each month of service,  beginning with the month of September, 1999.
These shares are as yet unissued.

NOTE:   The Company has a stock option plan in effect:

On December 8th 1999,  the Company  adopted the 1999 Employee Stock Option Plan,
(the  "Plan").  The  Plan  is  administered  by a  committee  (the  "Committee")
consisting  of the Board of  Directors  or a committee  of the board.  Under the
Plan,  the  Committee  may grant stock  options,  which may be  incentive  stock
options  ("ISO's")  as defined in the  Internal  Revenue  Code,  stock awards or
options which do not qualify as ISO's to employees  and officers.  All employees
of the Company are eligible to  participate  in the Plan. A maximum of 1,250,000
shares,  subject to adjustment for certain events of dilution, are available for
grant under the Plan. During 1999 the Company did not grant any shares under the
Plan.  In early 2000 the Company  granted  options to purchase an  aggregate  of
1,250,000 shares of Common Stock,  including  options to purchase 500,000 shares
granted to  executive  officers and  directors  at $0.80 per share,  exercisable
through February, 2005.

                                       12
<PAGE>

- --------------------------------------------------------------------------------
ITEM 5:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND  CONTROL PERSONS
- --------------------------------------------------------------------------------

         Set forth below is  information  regarding  the directors and executive
officers of the Company. The Company has no other significant  employees besides
those  described   below,  and  there  are  currently  no  other  persons  under
consideration to become directors or executive officers of the Company.

NAME                                AGE            POSITION
- -------------------------------------------------------------------------------
David J. Simon                      51             Chairman/CEO
Doug Lloyd                          48             Senior Vice President
Peter J. Bennee                     47             Director, Corporate Secretary
Jim Williams                        53             Director
Paul E. Christensen                 56             Director

David J. Simon, Chairman, President and CEO

         Mr Simon has been a Director since November,  1998, Chairman since May,
1999,  and CEO since  November,  1999.  Mr. Simon began his career as a computer
programmer  in  1966.  He  has  programmed,   designed,  developed,  maintained,
architected,  and managed  applications  and systems in many diverse  industries
including   banking,    healthcare,    manufacturing,    stock   exchange,   and
telecommunications.

         Mr. Simon has worked as an employee and consultant for many prestigious
organizations  including  PacifiCare Health Systems, the Pacific Stock Exchange,
Bank of America, Security Pacific National Bank, USWest Network Systems, Seattle
First National Bank,  Electronic Data Systems, and several US government defense
organizations.

         Key  accomplishments  include  pioneering  real-time  systems  for  the
banking industry,  development and  implementation  of the first  client/server,
on-line  transaction  processing  system for a major  healthcare  company's core
application,  and successfully  managing the consolidating  more than 40 savings
and loans and credit unions into a single data center.

         A major  California  firm  selected Mr. Simon as System  Architect  and
Technical  Lead for a confidential  feasibility  study for processing the bank's
primary  business  in  a  real-time  mode  against  a  consolidated,  relational
database.  This  benchmark  represented  the largest  (processing  power) staged
evaluation of  capabilities  in the history of the industry.  He was responsible
for determining the evaluation criteria,  managing the resources of the bank and
its  vendor(s),  analyzing  vendor  results  and  reporting  the  results of the
benchmark to the bank's executive management.

Doug Lloyd, Senior Vice President

         Mr. Lloyd has been Senior VP since Septmber, 1999. He served as product
manager for IBM before his  assignment  as Executive  Director of Marketing  for
WordPerfect.  Doug was one of the earliest  employees hired by WordPerfect (then
know as SSI) and was a dynamic  influence in increasing  their annual sales from
less than  $1,000,000  to more than  $700,000,000.  Doug served as  president of
Sensar Corporation and Fonix Systems before joining the IC One team.

                                       13
<PAGE>

Peter J. Bennee, Director and Corporate Secretary

         Mr. Bennee has been  Secretary  since  September,  1999, and a Director
since November.  Mr. Bennee was formerly  President & CEO of The Regent Group, a
commercial  investment  real estate  Company;  Chairman & CEO of Hawaii  Federal
Mortgage  Corporation;  and  Co-Founder  and President of  AlphaMation,  Inc., a
sight, sound and motion simulation Company, prior to joining IC One in 1996.

Paul Christensen, Director

         Mr. Christensen has been a director since September,  1999. He has been
instrumental in introducing the Company to many of its current investors.  He is
currently the managing member of WESPAC Holdings L.C.,  which develops  Marriott
and  Hampton Inn  Hotels.  He has had over 30 years of real  estate  experience,
logging  over $60  Million  in sales.  He has  served as Vice  President  of the
largest  residential real estate sales Company in Hawaii, and has specialized in
all phases of commercial and residential  real estate in the U.S. and around the
world.  Mr.  Christensen has a Master's Degree in Accounting with a specialty in
taxes.

Jim Williams, Director

         Mr. Williams has been a Director since  November,  1999. He has over 30
years experience in Information  Technology  Management in the Financial Service
and Health Care Industries.  His information systems experience  encompasses the
design,  implementation  and  support  of both  large  scale,  high  volume  and
distributed (client server) transaction  processing systems.  For the past seven
years he has served as Chief  Information  Officer and Senior Vice  President of
one of the nation's leading health care services  companies,  PacifiCare  Health
Systems.  PacifiCare is a Company with 8,900 employees,  3.7 million members and
annual  revenues  of $10  billion,  where he directs the  activities  of Systems
Development,  Data  Center  Operations,  Voice and Data  Telecommunications  and
Office  Services.  He also serves as a member of  PacifiCare's  Senior  Council,
which  sets  Company   direction.   Other  previous   positions  include  senior
vice-president,  information services, posts with Sanwa Bank, Merchants National
Bank & Trust Company, Security Pacific Automation Co., and Citibank.

                                       14
<PAGE>

- --------------------------------------------------------------------------------
ITEM 6: EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------

The  following  table sets forth the current  annual  salaries of i) each of the
Company's  three  highest-paid  officers  and  ii)  the  Company's  officers  or
directors as a group:

NAME OR IDENTITY OF GROUP          TITLE                           COMPENSATION

David Simon                        Chairman, CEO                      $ 102,000
Doug Lloyd                         SVP Sales & Marketing                 96,000
Peter Bennee                       Corporate Secretary, Director         96,000

TOTAL SALARIES FOR THE YEAR 1999 OF OFFICERS
AND DIRECTORS AS A GROUP                                               $ 294,000

1)   The  Company's  group  life,  health,  hospitalization  and other  employee
     benefits  do not  discriminate  scope,  terms,  or  operations  in favor of
     officers  or  directors  and  are  available   generally  to  all  salaried
     employees.

2)   Each  Current  Director  also  receives  5000 shares of Common Stock of the
     Company for each month of service,  beginning  with the month of September,
     1999. These shares are as yet unissued.

Stock Option Plan. The Company has a stock option plan in effect.

On December 8th 1999,  the Company  adopted the 1999 Employee Stock Option Plan,
(the  "Plan").  The  Plan  is  administered  by a  committee  (the  "Committee")
consisting  of the Board of  Directors  or a committee  of the board.  Under the
Plan,  the  Committee  may grant stock  options,  which may be  incentive  stock
options  ("ISO's")  as defined in the  Internal  Revenue  Code,  stock awards or
options which do not qualify as ISO's to employees  and officers.  All employees
of the Company are eligible to  participate  in the Plan. A maximum of 1,250,000
shares,  subject to adjustment for certain events of dilution, are available for
grant under the Plan. During 1999 the Company did not grant any shares under the
Plan.  In early 2000 the Company  granted  options to purchase an  aggregate  of
1,250,000 shares of Common Stock,  including  options to purchase 500,000 shares
granted to  executive  officers and  directors  at $0.80 per share,  exercisable
through February, 2005.

Other Compensation Arrangements.  The Company currently has 17 employees, all of
whom are exempt employees,  whose annual salaries range from $18,000 to $102,000
and who also receive standard  coverage health care insurance and  participation
in an Employee Stock Option Plan described above.

                                       15
<PAGE>

- --------------------------------------------------------------------------------
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------

There have been no  transactions by the Company since its inception or which are
recently  proposed  in which (i) any  Company  director,  officer,  promoter  or
greater than 10% shareholder  (or a relative or spouse thereof,  or any relative
of such a spouse) has or is to have a direct or indirect  interest  and (ii) the
amount exceeds $50,000.

                                       16
<PAGE>

- --------------------------------------------------------------------------------
ITEM 8: DESCRIPTION OF SECURITIES
- --------------------------------------------------------------------------------

         The  Company's  Articles of  Incorporation,  as amended,  authorize the
Company to issue 200 million shares of Common Stock, par value $.0001 per share.
As of December 31,  1999,  there were  63,829,296  shares of Common Stock of the
Company  issued  and  outstanding.  On all  matters  submitted  to a vote of the
shareholders,  each  holder of  Common  Stock has the right to one vote for each
share  held of record.  Holders of Common  Stock are  entitled  to receive  such
dividends  as may be declared  by the Board of  Directors  out of funds  legally
available therefor. In the event of a liquidation,  dissolution or winding up of
the Company,  holders of Common Stock have no preemptive  rights and no right to
convert their Common stock into any other securities. There are no redemption or
sinking fund  provisions  applicable  to the Common Stock,  and all  outstanding
shares of Common Stock are fully paid and non-assessable.

         Florida law does not require  shareholder  approval for the issuance of
authorized  but unissued  shares of Common  Stock.  Such  issuances may be for a
variety of corporate purposes,  including future private and public offerings to
raise additional capital or facilitate corporate acquisitions.

                                       17
<PAGE>

                                     PART II

- --------------------------------------------------------------------------------
ITEM 1: MARKET PRICE OF AND  DIVIDENDS  ON THE  REGISTRANT'S  COMMON  EQUITY AND
OTHER SHAREHOLDER MATTERS
- --------------------------------------------------------------------------------

         At the present time, the Company's  Common Stock trades on the National
Association   of  Securities   Dealers   Automated   Quotation   service  as  an
Over-the-Counter  Bulletin Board (OTCBB) Company,  Symbol: SCTN . This quotation
forum's prices  represent  quotations  between dealers,  without  adjustment for
retail  mark-up,  mark-down,  or commission,  and do not  necessarily  represent
actual transactions.

         The High and Low Bid Prices for the Company's Common Stock on the OTCBB
for each quarter of the last two fiscal years of the Company are as follows

          1998                    High Bid               Low Bid
                                 --------               -------
           IVQ                   $6.625                   $1.875

          1999

           IQ                    $4.00                    $1.25
           IIQ                   $2.50                    $0.50
           IIIQ                  $4.375                   $2.75
           IVQ                   $3.375                   $0.875

         The Company  has not paid any cash  dividends  on its Common  Stock and
anticipates that, for the foreseeable future, earnings, if any, will continue to
be retained for use in its  business.  As of December  31,  1999,  the number of
record holders of the Company's Common Stock was 265.

                                       18
<PAGE>

- --------------------------------------------------------------------------------
ITEM 2: LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------

None


                                       19
<PAGE>

- --------------------------------------------------------------------------------
ITEM 3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTS
- --------------------------------------------------------------------------------

None


                                       20
<PAGE>

- --------------------------------------------------------------------------------
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
- --------------------------------------------------------------------------------

         The Company engaged in the following  sales of unregistered  securities
during the past three years:

         Acquisition of R&D Technology.  The Company was incorporated in Florida
as Apple Tree Capital Corp. on October 4, 1996 and remained essentially inactive
until,  effective  November  18,  1998,  it changed its name to  Schimatic  Cash
Transactions  Network.com,  Inc. In connection with this transaction the Company
issued 2,229,822  shares of its Common Stock to 120 individual  shareholders who
had  individually  agreed to exchange their shares in R & D Technology,  Inc., a
privately held company.  No commissions or other  remuneration  were paid by the
Company in connection with these transactions. There was no corporate vote taken
and no form of general solicitation or advertising was employed.  All securities
were  issued with  restrictive  legends  prohibiting  further  transfer  without
registration  or proof of  exemption.  The  transactions  were  exempt  from the
registration requirements of the 1933 Act by virtue of Section 4(2) thereof.

         Shares Issued for Services.  During the period from  inception  through
September  30,  1999,  the  Company  issued  from time to time an  aggregate  of
6,813,490  shares of restricted  Common Stock to 33 individuals  and entities in
exchange for services  rendered.  During the period from October 1, 1999 through
December 31,  1999,  the Company  issued an  aggregate  of  1,739,131  shares of
restricted  Common Stock to 7 individuals  and entities in exchange for services
rendered.  The services  included  programming  and computer  related  services,
legal,  financial,  consulting,  public  relations  and  similar  services.  All
securities were issued with  restrictive  legends  prohibiting  further transfer
without  registration  or proof of  exemption.  The issuance of these shares was
exempt from the  registration  requirements of the 1933 Act by virtue of Section
4(2) thereof.

         Shares  Issued for Cash.  During the period  February  26, 1997 through
December  31,  1997,  IC One  issued  3,299,454  shares of  common  stock for an
aggregate  consideration of $932,882 in cash.  During the period January 1, 1998
through December 31, 1998, IC One issued 5,732,546 shares of common stock for an
aggregate consideration of $1,626,518 in cash. These shares were tendered to the
Company in connection with the IC One acquisition  described  below.  During the
period January 1, 1999 to September 30, 1999, the Company issued an aggregate of
184,000 shares of restricted Common Stock to 6 individuals and firms in exchange
for an aggregate of $51,500 cash.  During the period October 1, 1999 to December
31, 1999, the Company issued an aggregate of 229,865 shares of restricted Common
Stock to 14 individuals and firms in exchange for an aggregate of $155,650 cash.
No form of general  solicitation or advertising was employed.  These shares were
issued by the Company through its officers and employees who received no special
compensation  therefor.  Proceeds were used for working capital. The issuance of
these shares was exempt from the  registration  requirements  of the 1933 Act by
virtue of Section 4(2) thereof.

                                       21
<PAGE>

         Acquisition  of IC One In May,  1999 several major  shareholders  of IC
One, Inc., a privately held Company,  agreed to exchange their shares for shares
of the  Company's  Common  Stock.  This exchange was not embodied in any plan of
merger or  consolidation  under  state  law.  In June - August  1999,  the major
shareholders  of IC One (who  then  owned no shares  of the  Company)  solicited
offers from approximately 30 of their fellow IC One shareholders to increase the
total shares  exchanged  above the stated  threshold  level.  No form of general
solicitation  or advertising  was employed.  While meetings were held to discuss
the transactions, no formal vote of shareholders to take corporate action on any
plan was ever solicited or obtained.  Each shareholder tendered shares by way of
a written consent.  By the end of July 1999, tenders of 30,826,087 IC One Shares
by 36  shareholders  had been obtained,  and the Company  commenced to close the
transaction on or about August 1, 1999, by obtaining  transfer to the Company of
certificates  for IC One Common Stock.  On August 17, 1999,  the Company  issued
certificates  for  23,394,530  shares of its  Common  Stock to the former IC One
shareholders  who had tendered their shares.  Effective  August 18, 1999 IC One,
Inc. was merged into the Company. From August through December, 1999 the Company
issued an  additional  19,005,470  shares of its Common  stock to the  remaining
former  IC One  shareholders.  There  was no form of  general  solicitation.  No
commissions or other  remuneration  were paid by the Company in connection  with
these  transactions.   All  securities  were  issued  with  restrictive  legends
prohibiting  further  transfer without  registration or proof of exemption.  The
transactions  were exempt from the registration  requirements of the 1933 Act by
virtue of Section 4(2) thereof.

         Stock  Dividend.  In July,  1999,  the Company  issued an  aggregate of
4,788,678  shares of restricted  Common Stock to 161  individuals and firms as a
stock dividend.  The purpose of this  distribution was to protect existing stock
ownership from dilution as a result of the IC One  acquisition.  No promotion or
any form of  advertising  was employed.  These shares were issued by the Company
through  its  officers  and  employees  who  received  no  special  compensation
therefor.  The  issuance  of these  shares  was  exempt  from  the  registration
requirements of the 1933 Act by virtue of Section 4(2) thereof.

         Purchase of Building.  On December  30,1999 the Company  issued 419,910
shares of its Common stock to 3 individuals  and entities in connection with its
purchase of a building (see above under  "Properties").  No commissions or other
remuneration were paid by the Company in connection with these transactions. All
securities were issued with  restrictive  legends  prohibiting  further transfer
without  registration or proof of exemption.  The transactions  were exempt from
the registration requirements of the 1933 Act by virtue of Section 4(2) thereof.

         Loans by  Shareholders  The  Company  obtained  short term loans from 4
shareholders  during 1999 in the amount of approximately  $411,071.  These loans
are due in 1 year and bear  interest  at 10%.  The purpose of these loans was to
provide  working  capital.  These loans were  issued by the Company  through its
officers  and  employees  who  received no special  compensation  therefor.  The
issuance of these shares was exempt from the  registration  requirements  of the
1933 Act by virtue of Section 4(2) thereof.

                                       22
<PAGE>

- --------------------------------------------------------------------------------
ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------------

The Company's  bylaws provide for  indemnification  of directors and officers to
the full extent provided by law.

 Section  607.0850 of the Florida  Corporation  Law,  under which the Company is
incorporated,  provides  in  essence  that a  corporation  shall  have  power to
indemnify  any person  who was or is a party to any  proceeding  (other  than an
action by, or in the right of, the  corporation),  by reason of the fact that he
or she is or was a director,  officer,  employee, or agent of the corporation or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise  against liability incurred in connection with such proceeding,
including any appeal  thereof,  if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation  and, with respect to any criminal action or proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

                                       23
<PAGE>
                                    PART F/S

- --------------------------------------------------------------------------------
                          INDEX TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Please see page F - 1 of Exhibits.


                                       24
<PAGE>

                                    PART III

- --------------------------------------------------------------------------------
          ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS
- --------------------------------------------------------------------------------

         The  following  exhibits  are  included  as part  of this  Registration
Statement:


EXHIBIT NO.                DESCRIPTION
- ----------- --------------------------------------------------------------------
2.1         Articles of Incorporation, Apple Tree Capital Corp, dated
            Oct 4, 1996
- ----------- --------------------------------------------------------------------
2.2         Articles of Amendment - Name change from Schimatic Technologies,
            Inc.  to Schimatic Cash Transactions Network.com, Inc. dated
            January 15, 1999
- ----------- --------------------------------------------------------------------
2.3         Bylaws of Schimatic Cash Transactions Network.com, Inc. dated
            January 15, 1999
- ----------- --------------------------------------------------------------------
3.1         Form of Common Stock Certificate
- ----------- --------------------------------------------------------------------
6.1         Marketing Agreement between IC One, Inc. and Global Capital Limited,
            LLC dated August 6, 1999
- ----------- --------------------------------------------------------------------
6.2         Letter Agreement between IC One, Inc. and IBM dated August 4, 1999
- ----------- --------------------------------------------------------------------
6.3         Marketing Agreement between IC One, Inc. and  eExpo, Inc. dated
            June 22,1999
- ----------- --------------------------------------------------------------------
6.4         Building  Purchase  and  Sale  agreement  between  SCTN  and  LK Fox
            Charitable  Remainder  Unitrust  and  JK  Family  Partnership  dated
            December 29, 1999
- ----------- --------------------------------------------------------------------
27          Financial Data Schedule
- --------------------------------------------------------------------------------

                                       25
<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                   SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC.
                                                 (Registrant)

                                By: /s/ David J. Simon
                                    -------------------------------
                                    David J. Simon, President/CEO


Date: February 14, 2000

                                       26
<PAGE>

                  SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC.

                               d/b/a IC ONE, INC.

                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                      INDEX

- ------ ----------------------------------------------- ------------------
                                                          Page Number
- ------------------------------------------------------ ------------------

INDEPENDENT AUDITORS' REPORT                                 F - 2

CONSOLIDATED FINANCIAL STATEMENTS:

       Balance Sheets                                        F - 3




       Notes to Financial Statements                       F - 7-10

- ------ ----------------------------------------------- ------------------
                                      F-1

<PAGE>


                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Schimatic Cash Transactions Network.com, Inc.

         We  have  audited  the  accompanying   consolidated  balance  sheet  of
Schimatic Cash  Transactions  Network.com,  Inc. as of December 31, 1998 and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows  for the  year  ended  December  31,  1998  and  from  February  26,  1997
(inception)  to  December  31,  1997.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining on a test basis,  evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly,  the  consolidated  financial  position of Schimatic  Cash  Transactions
Network.com,  Inc. as of December 31, 1998 and the  consolidated  results of its
operations  and its cash flows for the year  ended  December  31,  1998 and from
February 26, 1997  (inception) to December 31, 1997 in conformity with generally
accepted accounting principles.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 2 to the
financial  statements,  the Company  incurred  operating losses of approximately
$2,314,000  and  $1,231,000 in 1998 and 1997,  respectively.  Additionally,  the
Company had a working  capital and a total capital  deficiency of  approximately
$1,967,000 and $986,000 at December 31, 1998. These conditions raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  with  respect  to  these  matters  are  also  described  in Note 2 to the
financial statements.  The accompanying  financial statements do not include any
adjustments  that might  result  should the  Company be unable to  continue as a
going concern.

                                          /s/ Feldman Sherb Horowitz & Co., P.C.
New York, New York                        Certified Public Accountants
December 16, 1999

<PAGE>
<TABLE>
<CAPTION>
                 SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC.
                               d/b/a IC ONE, Inc.
                        (A Development Stage Enterprise)

                                 BALANCE SHEETS


ASSETS

                                              December 31, September 30,
                                                 1998        1999
                                                          (Unaudited)

CURRENT ASSETS:
<S>                                          <C>         <C>
  Cash                                       $   30,837  $     -
  Prepaid expenses and other current assets      30,018       28,405
    TOTAL CURRENT ASSETS                         60,855       28,405

PROPERTY AND EQUIPMENT, less accumulated
  depreciation and amortization of $81,963 and  204,949      196,606

SOFTWARE DEVELOPMENT COSTS, less accumulated    747,287      523,100
  amortization of $149,458 and $373,645
PATENTS, less accumulated amortization of $3,1   28,327       41,598

DEPOSITS                                              -        4,000

                                             $1,041,418  $   793,709


LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Cash deficit                               $        -  $       485
  Accounts payable and accrued expenses       1,324,095    1,293,291
  Notes payable                                 703,887      275,000
  Loans payable - shareholders                        -      411,071
    TOTAL CURRENT LIABILITIES                 2,027,982    1,979,847

SHAREHOLDERS' DEFICIT:
  Common stock -  $.001 par value; 200,000,000
    shares authorized; 9,052,000 and
    61,440,990 shares issued and                  9,052       61,441
  Additional paid-in capital                  2,550,348    5,485,380
  Deficit accumulated during the
    development stage                         **********  (6,732,959)
      TOTAL SHAREHOLDERS' DEFICIT              (986,564)  (1,186,138)

                                             $1,041,418  $   793,709
</TABLE>

                       See notes to financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                 SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC.
                               d/b/a IC ONE, Inc.
                       ( A Development Stage Enterprise)


                            STATEMENTS OF OPERATIONS


                                                 February 26,1997  Nine Months    Nine Months    February 26, 1997
                                      Year Ended  (Inception)        Ended          Ended         (Inception)
                                     December 31  to December 31   September 30    September 30   to September 30,
                                        1998         1997            1999           1998             1999
                                        ----         ----            ----           ----             ----
                                                                    (Unaudited)    (Unaudited)      (Unaudited)
<S>                                  <C>        <C>           <C>         <C>         <C>
REVENUES                             $     -    $      -      $     -     $     -     $      -

COSTS AND EXPENSES:
  Research and development              553,441       250,589      31,882     408,422       835,912
  Selling, general and administrative  *********      963,138   1,480,949   1,199,873     3,943,928
  Interest expense                       35,386         9,000      51,230      26,540        95,616
  Depreciation and amortization         225,558         9,011     282,104     131,804       516,673

    TOTAL COSTS AND EXPENSES           *********    1,231,738   1,846,165   1,766,639     5,392,129

NET LOSS                             $ *********$  (1,231,738)$ **********$ **********$  (5,392,129)

NET LOSS PER SHARE - BASIC AND DILUTE$    (0.54)$       (0.37)$     (0.08)$     (0.54)$       (0.55)

WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING                   *********    3,299,454   **********  3,299,454     9,834,900
</TABLE>

                       See notes to financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                 SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC.
                               d/b/a IC ONE, Inc.
                        (A Development Stage Enterprise)

                 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT



                                                       Additional
                                 Common Stock           Paid-in   Accumulated
                                  Shares     Amount     Capital    Deficit     Total
                                  ------     ------     -------    -------     -----
<S>                             <C>        <C>       <C>         <C>        <C>
BALANCE - February 26, 1997             -  $       -  $       -  $       -  $       -
  Issuance of shares  for cash   *********     3,299    929,583          -    932,882
  Net loss                              -          -          -   *********  *********
BALANCE - December 31, 1997      *********     3,299    929,583   *********  (298,856)
  Issuance of shares  for cash   *********     5,753   *********         -   *********
  Net loss                              -          -          -   *********  *********
BALANCE -  December 31, 1998     ********* $   9,052  $********* $********* $(986,564)
  Issuance of shares  for:
    Cash                          184,000        184     51,316          -     51,500
    Debt                         *********     1,129    427,748          -    428,877
    Services                     *********     6,813    327,014               333,827
    Stock dividend               *********     4,789   *********  *********         -
    Acquisition of IC One, Inc.  *********    42,400    789,987          -    832,387
  Shares contributed to treasury *********    (2,926)     2,926          -          -
  Net loss                              -          -          -   *********  *********
BALANCE -  September 30, 1999 (Un********* $  61,441  $********* $********* $*********

</TABLE>

                       See notes to financial statements.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                 SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC.
                               d/b/a IC ONE, Inc.
                       ( A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS


                                                 February 26,1997  Nine Months    Nine Months    February 26, 1997
                                      Year Ended  (Inception)        Ended          Ended         (Inception)
                                     December 31  to December 31   September 30    September 30   to September 30,
                                        1998         1997            1999           1998             1999
                                        ----         ----            ----           ----             ----
                                                                    (Unaudited)    (Unaudited)      (Unaudited)
<S>                                  <C>        <C>           <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                $(2,314,226) $(1,231,738) $(1,846,165) $(1,766,639) $ (5,392,129)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization           225,558        9,011      282,104      131,804       516,673
      Stock issued for services                                         333,827                    333,827

  Changes in assets and liabilities:
    Decrease (increase) in other assets        30,000      (60,018)      (2,387)           -       (32,405)
     Increase (decrease) in accounts payabl   956,584      367,511      (59,704)   1,255,041     1,264,391
      and accrued expenses

NET CASH USED IN OPERATING ACTIVITIES      (1,102,084)    (915,234)  (1,292,325)    (379,794)   (3,309,643)


CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of property and equipment    (112,425)    (174,462)     (47,466)    (259,305)     (334,353)
    Increase in capitalized software         (896,745)           -            -     (896,745)     (896,745)
    Acquisition of patents                          -      (31,500)     (15,379)           -       (46,879)

NET CASH USED IN INVESTING ACTIVITIES      (1,009,170)    (205,962)     (62,845)  (1,156,050)   (1,277,977)


CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase (decrease)  in cash deficit         (981)         981          485            -           485
    Increase in loans payable shareholders          -            -       35,000            -        35,000
    Increase in notes payable                 516,554      187,333            -      316,554       703,887
    Sales of common stock                   1,626,518      932,882    1,288,848    1,246,518     3,848,248

NET CASH PROVIDED BY FINANCING ACTIVITIES   2,142,091    1,121,196    1,324,333    1,563,072     4,587,620


NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                             30,837            -      (30,837)      27,228             -

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                               -            -       30,837            -             -

CASH AND CASH EQUIVALENTS AT END OF PERIO $    30,837  $         -  $         -  $    27,228  $          -


SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid during the period for:
      Interest                            $         -  $         -  $         -  $         -  $          -
      Income taxes                        $         -  $         -  $         -  $         -  $          -
    Non-cash financing and investing activities:
      Conversion of debt to equity        $         -  $         -  $   428,887  $         -  $    428,887
      Acof IC One, Inc.                   $         -  $         -  $   404,971  $         -  $    404,971
</TABLE>

                       See notes to financial statements.

                                      F-6
<PAGE>

                  SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC.

                               d/b/a IC ONE, INC.

                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        YEAR ENDED DECEMBER 31, 1998 AND

                     FEBRUARY 26, 1997 TO DECEMBER 31, 1997

1.       THE COMPANY

         Schimatic Cash Transactions Network.com, Inc. ("the Company") is in the
         business of research,  development and integration of proprietary smart
         card and  Internet  technologies  to  implement  loyalty and  incentive
         purchase programs.  The Company also uses its technology in value-added
         smart card and  e-commerce  applications  to retail and other  consumer
         marketing clients.

         The Company was  incorporated in Florida as Apple Tree Capital Corp. in
         October 1996 and  remained  inactive  until it merged in November  1998
         with Schematic Technologies,  Inc. ("STI") and concurrently changed its
         name to Schimatic Cash Transactions Network.com, Inc.

         In September 1999, the Company  acquired all of the outstanding  shares
         of IC One Inc.  ("IC One") in  exchange  for  42,400,000  shares of its
         common stock. The historical financial statements prior to October 1999
         are those of IC One.

2.       GOING CONCERN

         The accompanying  financial statements have been prepared assuming that
         the Company  will  continue as a going  concern.  The Company  incurred
         losses of $2,314,000  and  $1,231,000  for the years ended December 31,
         1998 and 1997.  Additionally,  the Company had a working  capital and a
         total capital  deficiency  of  $1,967,000  and $986,000 at December 31,
         1998.  These  conditions  raise  substantial  doubt about the company's
         ability to continue as a going concern. Management's plans with respect
         to these  matters  include  restructuring  its existing  debt,  raising
         additional  capital through future issuances of stock and or debentures
         and ultimately developing a viable business. The accompanying financial
         statements  do not  include  any  adjustments  that might be  necessary
         should the Company be unable to continue as a going concern.

                                      F-7
<PAGE>


3.       SIGNIFICANT ACCOUNTING POLICIES

         Principles of  Consolidation - The  consolidated  financial  statements
         include the accounts of the Company and its wholly-owned  subsidiaries.
         All  significant  intercompany  balances  and  transactions  have  been
         eliminated in consolidation.

         Software   Development   Costs  -  In  accordance  with  SFAS  No.  86,
         "Accounting  for Costs of  Computer  Software  to be Sold,  Leased,  or
         Otherwise  Marketed",   software  development  costs  are  expensed  as
         incurred until technology feasibility has been established. The Company
         defines  the   establishment  of   technological   feasibility  as  the
         completion of all planning,  designing,  coding and testing  activities
         that  are   necessary   to   establish   products   that  meet   design
         specifications including functions,  features and technical performance
         requirements.  Capitalized  costs  are  amortized  over  the  estimated
         product life,  generally three years,  using the straight-line  method.
         Amortization expense related to software development costs was $149,458
         and none in 1998 and 1997, respectively.

         Property  and  Equipment - Property and  equipment  are stated at cost.
         Depreciation  is  calculated  using  the   straight-line   method  over
         estimated  useful  lives  of three to  seven  years.  Depreciation  and
         amortization  expense related to property and equipment was $74,527 and
         $7,413 in 1998 and 1997, respectively.

         Intangible  Assets - Patents and trademarks are amortized  ratably over
         fourteen years.

         Stock-Based   Compensation  -  The  company  accounts  for  stock-based
         compensation  transactions in accordance  with APB No. 25,  "Accounting
         for  Stock  Issued to  Employees".  In  accordance  with  Statement  of
         Financial  Accounting  Standards No. 123 ("SFAS 123"),  "Accounting for
         Stock-Based Compensation", the Company adopted the pro forma disclosure
         requirements of SFAS 123.

         Income Taxes - The Company  follows  Statement of Financial  Accounting
         Standards  No.  109 -  Accounting  for  Income  Taxes,  which  requires
         recognition  of deferred  tax assets and  liabilities  for the expected
         future  tax  consequences  of events  that have  been  included  in the
         financial  statements or tax returns.  Under this method,  deferred tax
         assets  and  liabilities  are  based  on the  differences  between  the
         financial  statements  and tax bases of assets  and  liabilities  using
         enacted tax rates in effect for the year in which the  differences  are
         expected to reverse.

         Loss  per  Common  Share - Net loss  per  common  share is based on the
         weighted average number of shares outstanding.  Potential common shares
         includable  in the  computation  of fully diluted per share results are
         not  presented  in the  financial  statements  as their effect would be
         anti-dilutive.

                                      F-8
<PAGE>


         Use  of  Estimates  -  The  preparation  of  financial   statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual results could differ from those estimates.

         Fair  Value  of  Financial  Instruments  - The  Company  considers  its
         financial  instruments,  which are carried at cost, to approximate fair
         value due to their near-term maturities.

         Recently  Adopted  Accounting  Pronouncements - The Company has adopted
         the  Financial  Accounting  Standards  Board's  Statement  of Financial
         Accounting  Standards  No.  121,  "Accounting  for  the  Impairment  of
         Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of ("SFAS
         121").  The  standard  requires,  among  other  things,  that  entities
         identify  events or changes in  circumstances  which  indicate that the
         carrying  amount  of a  long-lived  asset may not be  recoverable.  The
         standard had no significant effect on the Company's  financial position
         or results of operations.

4.       NOTES PAYABLE
<TABLE>
<CAPTION>
         At December 31, 1998, notes payable were as follows:

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

<S>                                                                                        <C>
          Note payable -Canopy Group, Inc., interest payable at 8% per annum; the
          note is secured by certain assets of the Company                                     $250,000
          ---------------------------------------------------------------------------- ------------------
          ---------------------------------------------------------------------------- ------------------

          Notes payable - other, interest payable at rates ranging from 10-15% per
          annum; the notes were converted to 937,780 shares of common stock in
          September 1999                                                                         453,887
                                                                                                 -------
          ---------------------------------------------------------------------------- ------------------
          ---------------------------------------------------------------------------- ------------------

                                                                                                $703,887

          ---------------------------------------------------------------------------- ------------------
</TABLE>


5.       LEASE COMMITMENTS

         The  Company   occupies   office   space   requiring   lease   payments
         approximating $105,000 per annum through September 2002.

6.       INCOME TAXES

                                      F-9
<PAGE>


         At December 31, 1998,  the Company had a net operating  loss  carryover
         approximately  $3,500,000  available as offsets  against future taxable
         income,  if any, which expire at various dates through 2013.The Company
         has a deferred tax asset of $1,400,000  arising from such net operating
         loss  deductions  and has recorded a valuation  allowance  for the full
         amount of such deferred tax asset.

         A  significant  portion  of these  carry  forwards  may be  subject  to
         limitations on annual  utilization due to "equity  structure shifts" or
         "owner shifts"  involving "5 percent  stockholders"  (as defined in the
         Internal  Revenue  Code),  which  resulted in more than a 50% change in
         ownership.

         The  difference  between  the  recorded  income  tax  benefits  and the
         computed tax benefits using a 40 percent effective rate are as follows:
<TABLE>
<CAPTION>
                                                                           Year Ended December 31,
                                                                    ---------------------------------------
                                                                          1998                  1997
                                                                  -----------------    -----------------

<S>                                                             <C>                   <C>
         Computed expected income tax (benefit)                 $            926,000  $            492,000

         Non-deductible items                                                (3,000)               (6,000)

         Benefits not recorded                                            (923,000)              (486,000)
                                                                    -----------------     -----------------
                                                                $                  -  $                  -
                                                                    =================     =================
</TABLE>

7.       STOCK OPTION PLAN

         The Stock  Option  Plans  provide for the grant of options to officers,
         directors,  employees and consultants.  Options may be either incentive
         stock  options  or  non-qualified  stock  options,   except  that  only
         employees may be granted  incentive stock options.  Options vest at the
         discretion  of the Board of  Directors.  The Company  issued  6,800,000
         stock options to its chairman,  which are  outstanding at September 30,
         1999.

8.       ACQUISITION OF IC ONE, INC.

         In September 1999, the Company  acquired all of the outstanding  shares
         of IC One, Inc. in exchange for 42,400,000  shares of its common stock.
         For   accounting   purposes,   the   acquisition   was   treated  as  a
         recapitalization  of IC  One  with  IC One  as  the  acquirer  (reverse
         acquisition). The historical financial statements prior to October 1999
         are those of IC One.

         The  Company  issued  5,700,000  restricted  shares  with  a  value  of
         $1,881,000  to certain  unrelated  persons for  consulting  services in
         connection  with the  acquisition.  Such amount was included in paid-in
         capital in the financial statements.

                                      F-10
<PAGE>







                           FLORIDA DEPARTMENT OF STATE
                                Sandra B. Mortham
                               Secretary of State

October 4, 1996

CAPITAL CONNECTION
417 E. VIRGINIA ST.
SUITE 1
TALLAHASSEE, FL 32301

The Articles of Incorporation for APPLE TREE CAPITAL CORP. were filed on October
4, 1996 and assigned document number  P96000082100.  Please refer to this number
whenever  corresponding  with this office regarding the above  corporation.  The
certification you requested is enclosed.

PLEASE  NOTE:   COMPLIANCE  WITH  THE  FOLLOWING   PROCEDURES  IS  ESSENTIAL  TO
MAINTAINING YOUR CORPORATE STATUS. FAILURE TO DO SO MAY RESULT IN DISSOLUTION OF
YOUR CORPORATION.

A CORPORATION ANNUAL REPORT MUST BE PILED WITH THIS OFFICE BETWEEN JANUARY 1 AND
MAY 1 OF EACH YEAR  BEGINNING  WITH THE CALENDAR YEAR  FOLLOWING THE YEAR OF THE
FILING  DATE NOTED  ABOVE AND EACH YEAR  THEREAFTER.  FAILURE TO FILE THE ANNUAL
REPORT ON TIME MAY RESULT IN ADMINISTRATIVE DISSOLUTION OF YOUR CORPORATION.

A FEDERAL  EMPLOYER  IDENTIFICATION  (FEI)  NUMBER  MUST BE SHOWN ON THE  ANNUAL
REPORT  FORM  PRIOR TO ITS RUNG WITH  THIS OBE.  CONTACT  THE  INTERNAL  REVENUE
SERVICE  TO  RECEIVE  THE  PEI  NUMBER  IN TIME TO FILE  THE  ANNUAL  REPORT  AT
1-800-8293676 AND REQUEST FORM SS-4.

SHOULD YOUR CORPORATE  MAILING  ADDRESS  CHANGE,  YOU MUST NOTIFY THIS OFFICE IN
WRITING,  TO INSURE  IMPORTANT  MAILINGS SUCH AS THE ANNUAL REPORT NOTICES REACH
YOU.

Should you have any questions regarding corporations, please contact this office
at the address given below.

Teresa Brown, Corporate Specialist
New Filing Section                                   Letter Number: 596A00045423



      Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314
<PAGE>


[OMITTED DOCUMENT #P96000082100 (4) - PROFIT CORPORATION ANNUAL REPORT FOR 1998]


<PAGE>

                            ARTICLES OF INCORPORATION

                                       OF

                            APPLE TREE CAPITAL CORP.

         The  undersigned,  desiring to form a corporation  (the  "Corporation")
under  the  laws  of  Florida,   hereby   adopts  the   following   Articles  of
Incorporation:

                                    ARTICLE I
                                 CORPORATE NAME

         The name of the Corporation is Apple Tree Capital Corp.

                                   ARTICLE II
                                     PURPOSE

         The Corporation shall be organized for any and all purposes  authorized
under the laws of the state of Florida.

                                   ARTICLE III
                               PERIOD OF EXISTENCE

         The period during which the Corporation shall continue is perpetual.

                                   ARTICLE IV
                                     SHARES

         The  capital  stock of this  corporation  shall  consist of  50,000,000
shares of common stock, $.001 par value.

                                    ARTICLE V
                                PLACE OF BUSINESS

         The  initial  address  of the  principal  place  of  business  of  this
corporation  in the State of Florida shall be 1428 Brickell  Avenue,  8th Floor,
Miami,  FL 33131.  The Board of Directors  may at any time and from time to time
move the principal office of this corporation.

                                   ARTICLE VI
                             DIRECTORS AND OFFICERS

         The  business  of this  corporation  shall be  managed  by its Board of
Directors.  The number of such  directors  shall be not be less man one (1) and,
subject to such minimum

                                        1
<PAGE>

may be increased or  decreased  from time to time in the manner  provided in the
By-Laws. The number of persons constituting the initial Board of Directors shall
be 1. The  Board  of  Directors  shell be  elected  by the  Stockholders  of the
corporation at such time and in such manner as provided in the By-Laws. The name
and addresses of the initial Board of Directors and officers are as follows:

          Eric P. Littman                             President/Director
          1428 Brickell Avenue, 8th Floor
          Miami, FL 33131

                                   ARTICLE VII
                           DENIAL OF PREEMPTIVE RIGHTS

         No  shareholder  shall  have  any  right  to  acquire  shares  or other
securities of the Corporation  except to the extent such right may be granted by
an amendment to these Articles of  Incorporation or by a resolution of the board
of Directors.

                                  ARTICLE VIII
                               AMENDMENT OF BYLAWS

         Anything in these Articles of Incorporation, the Bylaws, or the Florida
Corporation  Act not with  standing,  bylaws  shall  not be  adopted,  modified,
amended or  repealed  by the  shareholders  of the  Corporation  except upon the
affirmative  vote of a simple majority vote of the holders of ail the issued and
outstanding shares of the corporation entitled to vote thereon.

                                   ARTICLE IX
                                  SHAREHOLDERS

         9.1.  Inspection of Books. The board of directors shall make reasonable
rules to determine at what times and places and under what  conditions the books
of the  Corporation  shall  be  open to  inspection  by  shareholders  or a duly
appointed representative of a shareholder.

         9.2. Control Share Acquisition.  The provisions relating to any control
share acquisition as mined in Florida Statutes now, or hereinafter  amended, and
any successor provision shall not apply to the Corporation.

         9.3.  Quorum.  The holders of shares entitled to one-third of the votes
at a meeting of shareholder's shall constitute a quorum.

         9.4. Required Vote. Acts of shareholders  shall require the approval of
holders of

                                        2
<PAGE>

50.01% of the outstanding votes of shareholders.

                                    ARTICLE X
             LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

         To the fullest  extent  permitted by law, no director or officer of the
Corporation  shall be personally  liable to the Corporation or its  shareholders
for damages for breach of any duty owed b the  Corporation or its  shareholders.
In  addition,  the  Corporation  shall have the power,  in its By-Laws or in any
resolution  of its  stockholders  or  directors,  to undertake to indemnify  the
officers and directors of this  corporation  against any contingency or peril as
may be  determined  to be in the  best  interests  of this  corporation,  and in
conjunction therewith,  to procure, at this corporation's  expense,  policies of
insurance.

                                   ARTICLE XI
                                   SUBSCRIBER

         The  name  and  address  of  the  person   signing  these  Articles  of
Incorporation as subscriber is:

          Eric P. Littman
          8th Floor
          1428 Brickell Avenue
          Miami, FL 33131

                                   ARTICLE XII
                                    CONTRACTS

         No  contract  a other  transaction  between  this  corporation  and any
person,  firm or  corporation  shall be affected by the fact that any officer or
director of this  corporation  is such other party or is, or at some time in the
future becomes, an officer, director or partner of such other contracting party,
or has now a hereafter a direct or indirect interest in such contract.

                                  ARTICLE XIII
                                 RESIDENT AGENT

         The name and address of the initial  resident agent of this corporation
is:

          Eric P. Littman
          1428 Brickell Avenue

                                        3
<PAGE>

          8th Floor
          Miami, FL 33131

         IN WITNESS  WHEREOF,  I have hereunto  subscribed to and executed these
Articles of Incorporation this on September 25, 1996.





                                                 /s/ Eric P. Littman
                                                 ----------------------------
                                                 Eric P. Littman, Subscriber



Subscribed and Sworn on September 25, 1996 Before me:

/s/ Isabel J. Cantera
- ----------------------------------------
Isabel Cantera, Notary Public

My Commission Expires:

                                       4



                           FLORIDA DEPARTMENT OF STATE
                                Katherine Harris
                               Secretary of State


January 15, 1999

CAPITAL CONNECTION, INC.

TALLAHASSEE, FL




Re: Document Number P96000082100

The  Articles  of  Amendment  to  the  Articles  of  Incorporation  of  SCHIMATI
TECHNOLOGIES,  INC.  which  changed  its  name  to  SCHIMATI  CASH  TRANSACTIONS
NETWORK.COM INC., a Florida corporation, were flied on January 14, 1999.

Should you have any questions  regarding  this matter,  please  telephone  (850)
487-6050, the Amendment Filing Section.

Teresa Brown
Corporate Specialist
Division of Corporations                             Letter Number: 099A00002062




     Division of Corporations - P.O. BOX 6327 - Tallahassee, Florida 32314
<PAGE>

                            ARTICLES OF AMENDMENT TO
                          SCHIMATIC TECHNOLOGIES, INC.

         THE  UNDERSIGNED,  being the CEO and Chairman of the Board of SCHIMATIC
TECH NOLOGIES, INC. does hereby amend its Articles of Incorporation as follows:

                                    ARTICLE I
                                 CORPORATE NAME

         The name of the  Corporation  shall be of SCHIMATIC  Cash  Transactions
Network.com, Inc.

         I hereby  certify that the  following was adopted by a majority vote of
the  shareholders  and directors of the corporation on January 12, 1999 and that
the number of votes cast was sufficient for approval.

         IN WITNESS  WHEREOF,  I have  hereunto  subscribed to and executed this
Amendment to Articles of Incorporation this on January 12, 1999.



/s/ John Lamb
- ---------------------------------------
John Lamb CEO and Chairman of the Board

         The  foregoing  instrument  was  acknowledged  before me on January 12,
1999, by John Lamb, who is personally known to me.


                                                      /s/ Dawn S. Buchan
                                                      --------------------------
                                                      Notary Public

My commission expires:

3-18-00                                 [NOTARY SEAL]
                                                           DAWN S. BUCHAN
                                                       Notary Public - Nevada
                                                     My appt. exp. Mar. 18, 2000
                                                             No. 92-0168-1
<PAGE>

                                State of Florida
                              Department of State



I  certify  the  attached  is a  true  and  correct  copy  of  the  Articles  of
Incorporation  of APPLE TREE  CAPITAL  CORP.,  a Florida  corporation,  filed on
October 4, 1996, as shown by the records of this office.

The document number at this corporation is P96000082100.

                                               Given  under  my hand and
                                               the  Great  Seal  of  the
                                               State  of   Florida,   at
                                               Tallahassee, the Capitol,
                                               this  the  Fourth  day of
                                               October, 1996


                                                 /s/ Sandra B. Mortham

[STATE SEAL]                                        Sandra B. Mortham
                                                   Secretary of State



                                     BY-LAWS

                                       OF

                  SCHIMATIC CASH TRANSACTIONS NETWORK.COM, INC.


                       ARTICLE I. MEETING OF SHAREHOLDERS

         Section 1. Annual  Meeting.  The annual meeting of the  shareholders of
this  corporation  shall be held on the 30th day of June of each year or at such
other time and place  designated  by the Board of Directors of the  corporation.
Business  transacted  at the  annual  meeting  shall  include  the  election  of
directors of the  corporation.  If the  designated day shall fall on a Sunday or
legal  holiday,  then  the  meeting  shall  be held on the  first  business  day
thereafter.

         Section 2. Special Meetings.  Special meeting of the shareholders shall
be held  when  directed  by the  President  or the Board of  Directors,  or when
requested  in  writing  by the  holders  of not less than 10% of all the  shares
entitled to vote at the meeting.  A meeting  requested by shareholders  shall be
called  for a date not less than 3 nor more than 30 days  after the  request  is
made,  unless the shareholders  requesting the meeting  designated a later date.
The call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors,  or  shareholders  requesting  the meeting  shall  designate
another person to do so.

         Section 3. Place. Meeting of shareholder shall be held at the principal
place of business of the corporation or at such other place as may be designated
by the Board of

                                        1
<PAGE>

Directors.

         Section 4. Notice.  Written notice  stating the place,  day and hour of
the meeting and in the case of a special  meeting,  the purpose or purposes  for
which the meeting is called, shell be delivered not less than 3 nor more than 30
days before the meeting,  either  personally  or by first class mail,  or by the
direction of the President,  the Secretary or the officer or persons calling the
meeting to each  shareholder  of record  entitled  to vote at such  meeting.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail  addressed  to the  shareholder  at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.

         Section 5. Notice of  Adjourned  Meeting When a meeting is adjourned to
another  time a piece,  it shall  not be  necessary  to give any  notice  of the
adjourned  meeting if the time and place to which the meeting is  adjourned  are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be  transacted  that might have been  transacted on the
original date of the meeting.  If,  however,  after the adjournment the Board of
Directors  fixes a new record date for the  adjourned  meeting,  a notice of the
adjourned meeting shall be given as provided in this Article to each shareholder
of record on a now record date entitled to vote at such meeting.

         Section 6.  Shareholder  Quorum and  Voting.  A majority  of the shares
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of shareholders.  If a quorum is present, the affirmative vote of a
majority of the shares  represented  at the meeting and  entitled to vote on the
subject matter shall be the at of the shareholders  unless otherwise provided by
law.

         Section 7. Voting of Shares.  Each outstanding  share shall be entitled
to one vote

                                        2
<PAGE>

on each matter submitted to a vote at a meeting of shareholders.

         Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized  attorney  in-fad.
No proxy  shall be valid after the  duration of 11 months from the date  thereof
unless otherwise provided in the proxy.

         Section  9.  Action by  Shareholders  Without  a  Meeting.  Any  action
required by law or authorized by these by-laws or the Articles of  Incorporation
of this  corporation or taken or to be taken at any annual or special meeting of
shareholders,  or any action which may be token at any annual or special meeting
of  shareholders,  may be taken  without a  meeting,  without  prior  notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.

                              ARTICLE II. DIRECTORS

         Section 1.  Function.  All  corporate  powers  shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.

         Section 2. Qualification. Directors need not be residents of this state
or shareholders of this corporation.

         Section 3. Compensation. The Board of Directors shall have authority to
fix the Compensation of directors.

         Section 4.  Presumption  of ALL A director  of the  corporation  who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall

                                        3
<PAGE>

be presumed to have  assented to the action taken  unless he votes  against such
action or  abstains  from  voting in  respect  thereto  because  of an  asserted
conflict of interest.

         Section 5. Number.  This corporation shall have a minimum of 1 director
but no more than 7.

         Section 6.  Election  and Term.  Exit person  named in the  Articles of
Incorporation  as a member of the initial  Board of Directors  shall hold office
until the next  shareholder  meeting or until his earlier  resignation,  removal
from office or death. If no shareholder meeting takes place, each director shall
continue  serve  until  such  meeting  takes  place.  At  each  shareholder  the
shareholders  shall elect  directors  to hold office  until the next  succeeding
shareholder meeting.  Each director shall hold office for a term for which he is
elected end until his  successor  shall have been elected and qualified or until
his earlier resignation, removal from office or death.

         Section 7. Vacancies.  Any vacancy occurring in the Board of Directors,
including  any  vacancy  created  by  reason  of an  increase  in the  number of
Directors,  may be filled by the affirmative vote of a majority of the remaining
directors  though  less  than a quorum  of the Board of  Directors.  A  director
elected to fill a vacancy  shall hold  office  only until the neat  election  of
directors by the shareholders.

         Section 8. Removal of Directors.  At a meeting of  shareholders  called
expressly for that purpose, any director or the entire Board of Directors may be
removed,  with or without  cause,  by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.

         Section 9.  Quorum and Voting.  A majority  of the number of  directors
fixed  by  these  by-laws  shall  constitute  a quorum  for the  transaction  of
business. The act of a majority of

                                        4
<PAGE>

the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

         Section 10. Executive and Other Committees.  The Board of Directors, by
resolution  adopted by a majority of the full Board of Directors,  may designate
from among its members an executive  committee  and one a more other  committees
each of which,  to the extent  provided  in such  resolution  shall have and may
excise all the  authority  of the Board of  Directors,  except as is provided by
law.

         Section 11. Place Meeting. Regular end special meetings of the Board of
Directors shall be held at the principal place of business of the corporation or
as otherwise determined by the Directors.

         Section 12. Time, Notice and Call of Meetings.  Regular meetings of the
Board of  Directors  shall be hold  without  notice on the  first  Monday of the
calendar month two (2) months following the end of the corporation's  fiscal, or
if the said first  Monday is a legal  holiday,  then on the next  business  day.
Written  notice  of the  time and  place of  special  meetings  of the  Board of
Directors shall be given to each director by either personal delivery,  telegram
or cablegram  at least three (3) days before the meeting or by notice  mailed to
the director at least 3 days before the meeting.

         Notice of a meeting of the Board of Directors  need not be given to any
director  who  signs a waiver  of notice  either  before  or after the  meeting.
Attendance  of a director at a meeting  shall  constitute  a waiver of notice of
such meeting and waiver of any and all  objections  to the place of the meeting,
the time of the meeting,  or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully

                                        5
<PAGE>

called or convened.

         Neither  the  business to be  transacted  at, nor the  purpose,  of any
regular or special  meeting of the Board of  Directors  need be specified in the
notice of waiver of notice of such meeting. A majority of the directors present,
whether  or not a  quorum  exists,  may  adjourn  any  meeting  of the  Board of
Directors to another time and place.  Notice of any such adjourned meeting shall
be given to the directors  who were not present at the time of the  adjournment,
and unless the time and place of adjourned  meeting are announced at the time of
the adjournment, to the other directors.  Meetings of the Board of Directors may
be called by the chairman of the board,  by the president of the  corporation or
by any two directors.

         Members of the Board of Directors may  participate in a meeting of such
board by means of a conference telephone or similar communications  equipment by
means of which all persons  participating  in the meeting can hear each other at
the same time.  Participation by such means shall constitute  presence in person
at a meeting.

         Section 13. Action Without a Meeting. Any action,  required to be taken
at a meeting of the Board of  Directors,  or any action  which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without a
meeting if a consent in  writing,  setting  forth the action so to be taken,  is
signed by such  number of the  directors,  or such  number or the members of the
committee,  as the  case may be,  as would  constitute  the  requisite  majority
thereof  for  the  taking  of such  actions,  is  filed  in the  minutes  of the
proceedings of the board or of the committee.  Such actions shall then be doomed
taken with the same force and effect as though  taken at a meeting of such board
or committee  whereat all members were present and voting  throughout  and those
who signed such

                                        6
<PAGE>

action  shall have voted in the  affirmative  and all others shall have voted in
the negative. For informational purposes, a copy of such signed actions shall be
mailed to all members of the board or  committee  who did not sign said  action,
provided  however,  that  the  failure  to mail  said  notices  shall  in no way
prejudice the actions of the board or committee.

                              ARTICLE III. OFFICERS

         Section 1. Officers.  The officers of this corporation shall consist of
a president,  a secretary and a treasurer,  each of whom shall be elected by the
Hoard of Directors. Such other officers and assistant officers and agents as may
be deemed  necessary may be elected or appointed by the Board of Directors  from
time to time. Any two or more offices may be held by the same person.

         Section 2.  Duties.  The  officers of this  corporation  shall have the
following  duties:  The President  shall be the chief  executive  officer of the
corporation,  shall have  general  and active  management  of the  business  and
affairs of the corporation  subject to the directions of the Board of Directors,
and shall preside at all meetings of the shareholders and Board of Directors.

         The Secretary shall have custody of, and maintain, all of the corporate
records except the financial  records;  shall record the minutes of ail meetings
of the shareholders and Board of directors, send all notices of all meetings and
perform such other duties as may be  prescribed by the Board of Directors or the
President

         The Treasurer  shall have custody of all corporate  funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of shareholders and whenever else
required by the Board

                                        7
<PAGE>

of Directors  or the  President,  and shall  perform such other duties as may be
prescribed by the Board of Directors or the President.

         Section  3.  Removal  of  Officers.  An  officer  or agent  elected  or
appointed by the Board of Directors may be removed by the board  whenever in its
judgment  the best  interests of the  corporation  will be served  thereby.  Any
vacancy in any office may be filed by the Board of Directors.

                         ARTICLE IV. STOCK CERTIFICATES

         Section 1. Issuance.  Every holder of shares in this corporation  shall
be  entitled  to have a  certificate  representing  all  shares  to  which he is
entitled. No certificate shall be issued for any share until such share is fully
paid.

         Section 2. Form.  Certificates  representing shares in this corporation
shall be signed by the  President  or Vice  President  and the  Secretary  or an
Assistant  Secretary  and may be sealed with the seal of this  corporation  or a
facsimile thereof

         Section 3. Transfer of Stock.  The  corporation  shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.

         Section 4. Lost. Stolen or Destroyed  Certificates.  If the shareholder
shall claim to have lost or  destroyed  a  certificate  of shares  issued by the
corporation,  a new certificate  shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost,  stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other  Indemnity in such amount and with such sureties,  if any, as
the board may reasonably require.

                                        8
<PAGE>

                          ARTICLE V. BOOKS AND RECORDS

         Section 1. Books and Records.  This corporation  shall keep correct and
complete books and records of account and shall keep minutes of the  proceedings
of its shareholders, Board of Directors and committee of directors.

         This  corporation  shall keep at its  registered  office,  or principal
place of business a record of its  shareholders,  giving the names and addresses
of all shareholders and the number of the shares held by each.

         Any books,  records and minutes may be in written  form or in any other
form capable of being converted into written form within a reasonable time.

         Section 2.  Shareholders'  Inspection Rights. Any person who shall have
been a holder of record of shares of voting trust certificates therefor at least
six months immediately preceding his demand or shall be the holder of record of,
or the holder of record of voting trust  certificates for, at least five percent
of the outstanding  shares of the  corporation,  upon written demand stating the
purpose  thereof,  shall  have the  right to  examine,  in person or by agent or
attorney,  at any reasonable time or times,  for any proper purpose its relevant
books and records of accounts,  minutes and records of shareholders  and to make
extracts therefrom.

         Section 3. Financial Information.  Not later than four months after the
close of each  fiscal  year,  this  corporation  shall  prepare a balance  sheet
showing in reasonable  detail the financial  condition of the  corporation as of
the close of its  fiscal  year,  and a profit  and loss  statement  showing  the
results of the operations of the corporation during the fiscal year.

         Upon the written  request of any  shareholder or holder of voting trust
certificates for shares of the corporation,  the corporation  shall mail to each
shareholder or holder of voting

                                        9
<PAGE>

trust  certificates  a copy of the most recent such  balance shit and profit and
Ions statement. The balance sheets and profit and loss statements shall be filed
in the registered office of the corporation in this state,  shall be kept for at
least five years,  and shall be subject to inspection  during  business hours by
any shareholder or holder of voting trust certificates, in person or by agent.

                              ARTICLE VI. DIVIDENDS

         The Board of  Directors  of this  corporation  may,  from time to time,
declare and the corporation may pay dividends on its shares in cash, property or
its own shares,  except when the  corporation  is  insolvent or when the payment
thereof would under the corporation  insolvent  subject to the provisions of the
Florida Statutes.

                           ARTICLE VII. CORPORATE SEAL

         The Board of Directors shall provide a corporate seal which shall be in
circular form. ARTICLE

                            ARTICLE VIII. AMENDMENT

         These by-laws may be altered,  amended or repealed, and new by-laws may
be adopted by the a majority vote of the directors of the corporation.


DATED is 15th day of January, 1999.

Signed: /s/ David J. Simon

                                       10


[THIS  SECTION IS ONE THIRD,  IN THE SHADED  AREA,  ON THE LEFT HAND SIDE OF THE
CERTIFICATE]

- - NUMBER -

   675




"The shares represented by this
certificate have not been registered under
the Securities Act
of 1933 (The "Act") and are
restricted securities as that
term is defined in Rule 144
under the Act. The shares
may no be offered for sale,
sold or otherwise transferred
except pursuant to an effective
registration statement under the
act or pursuant to an exemption
from registration under the act,
the availability of which is to be
established to the satisfaction
of the Company."

[END OF SHADED AREA]


           SCHIMATIC Cash Transactions                         COMMON STOCK
                 Network.com, Inc.                              - SHARES -

            INCORPORATED UNDER THE LAWS                        *****2,5000**
              OF THE STATE OF FLORIDA
                                                             SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS

                                                             CUSIP 806732 10 3

This Certifies That  *** Michael G Jackson***



is the owner of ** TWO THOUSAND FIVE HUNDRED**

 Fully paid and Non-Assessable Shares of Common Stock, Par Value of $0.001, of

                 SCHIMATIC Cash Transactions Network.com, Inc.

transferable on the books of the Corporation by the holder hereof,  in person or
duly authorized  attorney,  upon surrender of this Certificate properly endorsed
or  accompanied  by  a  proper  assignment.  This  certificate  and  the  shares
represented hereby are issued and shall be held subject to all of the provisions
of the  Articles of  Incorporation  and the Bylaws of the  Corporation,  and all
amendments  thereto,  copies of which are on file at the principal office of the
Corporation, to all of which the holder of this Certificate by acceptance hereof
assents.  This  Certificate  is not valid unless  countersigned  by the Transfer
Agent.

         WITNESS  the  facsimile  seal  of the  Corporation  and  the  facsimile
signatures of its duly authorized officers.

DATED: November 4, 1999

/s/ David J. Simon                                      COUNTERSIGNED:
- ------------------------                    Standard Registrar & Transfer Agency
David J. Simon, President                         P.O. Box 14411, Sta. "G"
                                                 Albuquerque, New Mexico 87111
                            [COMPANY SEAL]
                                             By /s/ Mary C. Fernandez
/s/ Bry Bahrmann                                ------------------------------
- -----------------------                          Transfer Agent and Registrar
Bry Bahrmann, Secretary                              Authorized Signature


<PAGE>

[THIS IS THE BACK OF THE CERTIFICATE]



                 SCHIMATIC Cash Transactions Network. Com, Inc.

         The following  abbreviations,  when used in the inscription on the face
of this Certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common             UNIF GIF MIN ACT -     Custodian
TEN ENT - as tenants by the entireties                        ------------------
 JT TEN - as joint tenants with right of                      (Cust)    (Minor)
          survivorship and not as                 under Uniform Gifts to Minors
          tenants in common
                                                  ACT _______________________
                                                             (State)

    Additional abbreviations may also be used though not in the above list.

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

[___________________________________]


For Value  Received,  ___________________  hereby sell, assign and transfer unto

________________________________________________________________________________
                   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
                     INCLUDING POSTAL ZIP COSE AND ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of  the  Common  Stock  represented  by the  within  Certificate  and do  hereby
irrevocably  constitute  and appoint  Attorney to transfer the said stock on the
books of the  within-named  Corporation,  with full power of substitution in the
premises.

Dated: ________________________          X______________________________________


                                         X_____________________________________


Signature Guaranteed:              NOTICE: The  signature(s)  to this assignment
                                           must  correspond  with the name(s) as
NOTICE:                                    written   upon   the   face   of  the
                                           Certificate   in  every   particular,
                                           without alternation or enlargement or
                                           any change whatsoever.

IMPORTANT:  SIGNATURE(S)  MUST BE  GUARANTEED  BY A FIRM  WHICH IS A MEMBER OF A
REGISTERED NATIONAL STOCK EXCHANGE, OR BY A COMMERICAL BANK OR A TRUST COMPANY.



                                  IC One/GC-Apt

                               MARKETING AGREEMENT

THIS MARKETING AGREEMENT (the "Agreement"), dated effective as of August 6, 1999
(the  "Effective  Date") is by and between IC One, Inc., a Delaware  corporation
with its principal place of business at 205 West 700 South, Suite 200 ("IC One")
and Global Capital  Limited,  a Nevada  Limited  Liability  Company,  and/or its
assigns with its principal  place of business at 3717 S.  Rosecrest,  Las Vegas,
Nevada 89121 ("Global").

RECITALS:

A. IC One is in the business of research,  development,  and  implementation  of
loyalty and incentive purchase  programs,  card enhancement and value added card
services,  utilizing  smart card funds transfer  technology ("IC One Systems and
Services").

B.  Global  is  in  the  business  of  the  development  and  implementation  of
advertising  concepts that effectively lower the two highest costs for apartment
owners and property management firms:  tenant acquisition and  tenant-turn-over.

C. Global is  interested  in  incorporating  into a  "Business  Case" the IC One
Systems and  Services  specific to Global's  current and  prospective  apartment
communities as described in the attached Appendix A which is made a part hereof.

D. Global does not currently own any "Business Cases" or technology  relating to
smart cards or "loyalty"-incentive programs.

AGREEMENTS:

In consideration  of the mutual  covenants and agreements set forth herein,  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties agree as
follows:

1.       Definitions.

         1.1  "Marketing  Rights"  shall  mean the  right  to use,  incorporate,
         integrate, and/or engage the business of companies specific to Global's
         apartment  communities  who are  interested in  benefiting  from IC One
         Systems and Services.

         1.2  "Business  Case"  shall  mean  any   "loyalty"-incentive   program
         developed  and  owned  by  Global  for  installation  in  an  apartment
         community  for the  purpose  of  lowering  the two  highest  costs  for
         apartment owners and property  management firms: tenant acquisition and
         tenant-turn-over; and promoting use of the card, including monthly-rent
         payments by tenants;  or for any other  "Business  Case" or application
         developed  and  implemented  by  Global  for  the  express  purpose  of
         increasing IC One Smart Card distribution and usage.

<PAGE>

         1.3 All other  initially  capitalized  terms  shall  have the  meanings
         assigned to them in this Agreement.

2.       Consideration.  In   consideration  of  the covenants,  warranties  and
commitments  made by IC One and Global in this  Agreement,  the Parties agree as
follows:

         2.1 Marketing Performance Obligations.  IC One agrees to provide Global
         the  necessary  portions of IC One Systems and  Services  for  Global's
         current  and  prospective  apartment  communities,  for the  purpose of
         providing IC One and Global with viable  economic  benefit.  IC One has
         agreed to enter into this Marketing  Agreement with Global,  based upon
         Global's   representation   of  its   ability  to  deliver  to  IC  One
         economically  viable  business  opportunities  In the  event  Global is
         unable to deliver to IC One,  within 120 days of the Effective  Date of
         this  agreement an  economically  viable  business  opportunity,  or is
         unable to  perform  in  accordance  with the  performance  criteria  as
         outlined in the attached  Appendix B, which is made a part  hereof,  IC
         One has the right, unilaterally,  to void this Agreement. Every 90 days
         thereafter,  the Parties shall  mutually  determine,  using  reasonable
         standards, Global's performance under this Agreement.

         2.2 IC One  Performance  Obligations.  IC One agrees to make available,
         following  reasonable  time  to  develop,  the  necessary   technology,
         including  reasonable  support and service  required to allow Global to
         create  its  own  proprietary  Business  Case  applications.  Any  such
         technology made available to Global will remain the sole property of IC
         One, and all smart-card transactions resulting from the use of IC One's
         technology,  whether  directly or  indirectly,  will be processed by IC
         One,  unless  otherwise  mutually  agreed by both parties.  IC One also
         agrees to make  available  the necessary  marketing  support to Global,
         including  but not limited to  training,  customer  service,  marketing
         materials,  and program  endorsement  references.  Any costs associated
         with marketing materials,  support, or development of Global's programs
         will be born by Global. Certain mutually determined development will be
         billed  to Global on a cost  plus  basis  with a portion  to be paid up
         front. IC One excludes and disclaims all warranties, whether express or
         implied,  including without  limitation,  warranties of merchantability
         and fitness of IC One Systems and Services for a particular purpose.

         2.3 Card and Equipment Purchase Obligations.  Global agrees to purchase
         from or through IC One,  as defined in  Appendix  B, all cards and card
         acceptance devices (CADs) required for each business application Global
         engages the IC One  Systems  and  Services.  Global  shall  install and
         service all CADs required for each business  application Global engages
         the IC One Systems and  Services.  Global and IC One agree to cooperate
         in a spirit of teamwork in the purchase, development

<PAGE>

         and implementation of cards and CADS,  includingg PC access devices and
         tv-set top boxes.

         2.4  Compensation  Schedule.  IC One and  Global  agree to  share  fees
         charged to Global's Clients in accordance with the schedule as outlined
         in the attached Appendix C, which is made a part hereof. Any additional
         revenue  opportunities  not  addressed in Appendix C, shall be arranged
         and mutually  agreed upon by both parties prior to receipt  thereof All
         payments  shall  be  accompanied  by  a  reasonably   detailed  report,
         describing the services and/or products employed in the  transaction(s)
         as well as the calculation used to determine the payment.

         2.5 Payment.  IC One and Global shall determine  compensation by way of
         mutual  written  agreement  subject  to  and  prior  to  each  business
         opportunity  brought to IC One by Global. In the event Global or IC One
         agrees to pay the other in a transaction(s), the paying party's payment
         shall be accompanied by a reasonably  detailed  report,  describing the
         services and/or products employed in the  transaction(s) as well as the
         calculation  used to  determine  the payment.  Settlement  and payments
         under all programs shall occur at least every 30 days.

         2.6 Audit Rights.  The Parties shall keep accurate books of account and
         records covering all transactions relating to this Agreement. The party
         receiving a payment from the other party shall have the right, upon ten
         (10) business days prior written notice and during reasonable  business
         hours,  to have a certified  public  accounting firm examine the paying
         party's  records  relating to the  transaction(s).  The receiving party
         shall bear the cost of such  inspection and audit unless the results of
         such audit  indicate  underpayments  of more than five percent (5%) for
         the period under review, in which case the reasonable cost of the audit
         will be borne by the  paying  party.  Such  audits  may be made no more
         frequently than once every three (3) months, unless the preceding audit
         revealed  a  material  underpayment.  All  relevant  records  including
         Global's  client base and database  records shall be kept available for
         at least two (2) years after the calendar month to which they relate.

         2.7 Term. The term of this Agreement  shall be three (3) years from the
         Effective Date,  unless either party fails to perform their obligations
         under this Agreement,  in which case, the party that has not failed may
         terminate this Agreement.  The Term shall be automatically extended for
         consecutive  one-year periods following the end of the first three-year
         term  if  Global  demonstrates,  and  IC  One  agrees,  that  Marketing
         Performance Obligations of Global have been met or exceeded.

3.       Covenant Not to Compete.  The parties hereby  covenant and  agree  that
for the term of this  Agreement,  and for a period  of one (1) year  thereafter,
they will not, directly or indirectly,  without the prior written consent of the
other party, develop,  market, sell, or assist in the development,  marketing or
sale,  of any product or  technology  that  competes  with the other  party,  as
relating to existing clients under contract at the expiration of this

<PAGE>

noncompete  period (a  "Competitive  Product"),  including  without  limitation,
providing consultative services, owning, managing, operating,  participating in,
controlling,  or  being,  connected  as  a  majority  stockholder,  partner,  or
otherwise  with any business,  individual  or entity that  creates,  develops or
markets a  Competitive  Product,  including  any such  actions by its  officers,
directors  and/or key employee(s).  If the agreement is terminated,  the parties
may  continue  in their  respective  businesses  as  constituted  at the time of
termination.

4.       IC One/Global ("the Parties'") Warranties.

         4.1 Corporate Power,  Etc. The Parties hereby represent,  warrant,  and
         covenant to each other that (a) each party has all necessary  right and
         power to enter into and perform  according to the terms and  conditions
         of this Agreement; (b) all corporate action on the part of the Parties,
         its  respective  directors  and  its  stockholders  necessary  for  the
         authorization,  execution,  delivery and  performance of this Agreement
         and any other  agreements  contemplated  hereby has been taken: (c) the
         terms of this  Agreement  do not  violate  or  conflict  with any other
         agreement or  obligation  of the Parties;  and (d) this  Agreement is a
         valid and binding  agreement on the Parties,  enforceable in accordance
         with its terms.

         4.2  Litigation.  There is no  action,  suit,  investigation,  or other
         proceeding pending or, to the Parties' knowledge, threatened against or
         materially  adversely  affecting  the  Parties'  right and  ability  to
         consummate the transactions  contemplated by this Agreement; nor do the
         Parties know or have reason to know of any basis for the same.

         4.3  Infringement.  IC One  warrants  that  the  Marketing  Rights  and
         elements  thereof  are solely  owned by IC One and do not  violate  any
         rights of any third  party,  and that it has not received any notice of
         such a claim. To IC One's best knowledge,  no third party is infringing
         or has infringed any rights with respect to the Marketing Rights.

         4.4 Survival.  The representations,  warranties and covenants contained
         in or made pursuant to this Agreement  shall survive  execution and any
         termination of this Agreement.

5.       Confidentiality. The parties agree to treat as highly confidential, and
never to use,  copy or disclose to any third  party,  except as required by law,
any source code, trade secrets,  client or client-database  information.  IC One
agrees that any intellectual property designed,  developed and created by Global
to increase card distribution and promote  cardholder usage is the sole property
of Global and its affiliates, including Rent Smart Publications. Notwithstanding
the status of this  Agreement,  the client base resulting from the  distribution
efforts and card-usage promotion of Global is the sole property of Global and is
subject to the confidentiality intent of this paragraph.

<PAGE>

6.       Breach of Agreement; Remedies.  If either party believes that the other
has materially breached any provision of this Agreement,  the party alleging the
breach shall  deliver  notice to the other party,  specifying  the nature of the
alleged  breach.  The party  alleged to be in breach  shall have sixty (60) days
from the date of mailing of such  notice in which to attempt to cure the alleged
breach.  During such sixty (60) day period,  either party may request a personal
meeting  between the parties in which to  negotiate  in good faith to attempt to
resolve the  dispute.  If such  negotiations  are  unsuccessful  and the alleged
breach has not been cured by the end of such  sixty (60) day  period,  the party
alleging the breach may pursue any and all rights and remedies that it has under
this  Agreement,  at law or in equity.  The parties agree that the remedy at law
for  any  breach  of  its   covenant   not  to  compete  and  its   covenant  of
confidentiality shall be inadequate and that irreparable harm shall be presumed,
and the other party shall be entitled to injunctive  relief,  in addition to any
other  remedy  it  might  have,  including  damages  and the  right  to  recover
reasonable attorneys' fees, if it becomes necessary for the injured party.

7.       Rights Reserved;  Reasonable Efforts to Market.  Global shall have  the
right to market  the IC One  Systems  and  Services  as  outlined  in Section 2.
Nothing in this  Agreement  shall  impair IC One's  right to  acquire,  license.
independently  develop for itself, or have others independently  develop for it,
similar products  performing the same or similar functions as IC One Systems and
Services,  or to provide Marketing Rights to others not infringing upon Global's
specific  Apartment  communities  or other  proprietary  Business  Case programs
designed  specifically for  implementation by Global.  Global is required to use
best efforts to develop  business  opportunities,  market and promote the IC One
Systems and Services, in general, in both U. S. and international markets.

8.       LIMITATION  OF LIABILITY AND DAMAGES. OTHER THAN AS SET FORTH ELSEWHERE
IN THIS AGREEMENT,  EACH PARTY EXPRESSLY  EXCLUDES AND DISCLAIMS ALL WARRANTIES,
WHETHER  EXPRESS  OR  IMPLIED,   INCLUDING  WITHOUT  LIMITATION   WARRANTIES  OF
MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE. IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER OR ANY THIRD  PARTY FOR ANY  INDIRECT,  INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT.

9.       Miscellaneous.

         9.1  Notice.  All notices  between the parties  shall be in writing and
         shall be sent by certified or registered  mail or commercial  overnight
         delivery  service,  with  provisions  for a  receipt,  or by  confirmed
         facsimile transmission,  to the address of the other party listed above
         (or to such  other  address  as a party  may  furnish  to the  other in
         writing).

         9.2  Entire  Agreement,  Amendment;  Waiver.  This  Agreement  and  any
         additional  documents required to be delivered  hereunder,  constitutes
         the complete

<PAGE>

         agreement   between   the   parties   and   supersedes   all   previous
         representations,  written or oral,  with  respect to the IC One Systems
         and  Services  or other  subject  matter of this  Agreement.  Except as
         otherwise  expressly provided herein, this Agreement may be modified or
         amended only by a writing signed by duly authorized  representatives of
         both  parties.  The waiver by either  party of any default or breach of
         this  Agreement,  or any  obligation  hereunder,  shall be  ineffective
         unless in writing,  and shall not constitute a waiver of any subsequent
         breach or default. No failure to exercise any right or power under this
         Agreement  or to insist on strict  compliance  by the other party shall
         constitute  a waiver of the right in the future to exercise  such right
         or power or to insist on strict compliance.

         9.3 Governing Law and Jurisdiction. This Agreement shall be governed by
         and construed in accordance with the internal laws of the state of Utah
         and  applicable  federal  laws.  The parties  consent to the  exclusive
         jurisdiction  and venue of Utah state and federal  courts in any action
         arising out of this Agreement.

         9.4 Attorneys'  Fees. In the event of any default under this Agreement,
         the defaulting party shall pay all costs incurred by the other party by
         reason of the default,  including court costs and reasonable attorneys'
         fees  (whether  or not  the  attorney  is a  salaried  employee  of the
         non-defaulting  party),  and also,  including  such  expenses  incurred
         before  legal  action or  bankruptcy  proceeding,  during the  pendency
         thereof;  and  continuing,  to all such  expenses  in  connection  with
         appeals to higher courts. If the attorney is a salaried employee of the
         non-defaulting  party,  a  reasonable  attorney  fee shall be an amount
         charged  by  similarly  qualified  attorneys  in private  practice  for
         similar  services.  If a party is accused of default by the other,  but
         there is a final  decision by a court of law, not overturned on appeal.
         that the party did not default as alleged, the party wrongly accused of
         default  shall be  entitled  to an award of its  costs  and  reasonable
         attorneys' fees as described above.

         9.5  Cumulative  Remedies.  All rights and  remedies  provided  in this
         Agreement, at law or in equity are cumulative.

         9.6  Severability.  If any term of this  Agreement  is held  invalid or
         unenforceable  by a court  or  arbitrator  of  competent  jurisdiction,
         including  without  limitation  the  term and  geographic  scope of the
         covenant  not to  compete,  such term  shall be  reduced  or  otherwise
         modified by such court or arbitrator to the minimum extent necessary to
         make it valid and enforceable.  If such term cannot be so modified,  it
         shall be severed and the  remaining  terms of this  Agreement  shall be
         interpreted   in  such  a  way  as  to  give   maximum   validity   and
         enforceability to this Agreement.

         9.7 Binding  Effect,  Assignment.  This  Agreement  is binding upon the
         parties and their respective  successors,  representatives and assigns;
         however,  neither party may assign or transfer this Agreement or any of
         his rights or duties  hereunder  without prior  written  consent of the
         other party, which shall not be unreasonably

<PAGE>

         withheld.  In the event of bankruptcy  by either party,  the rights and
         privileges provided for in this Agreement shall remain in effect.

         9.8 Language. The language used in this Agreement shall be deemed to be
         the language chosen by the parties to express their mutual intent,  and
         no rule of strict construction shall be applied against either party.


         9.9 Force  Majeure.  Neither  party  shall be liable for any failure or
         delay in performing, hereunder, if such failure or delay is due to war,
         strike,  government requirements,  acts of nature, acts or omissions of
         carrier, or other cause(s) beyond its reasonable control.

         9.10 Counterparts.  This Agreement may be executed in counterparts, and
         all counterparts shall be deemed to be one and the same agreement.

         9.11 No Agency.  This  Agreement  shall not be construed to create any,
         agency or partnership between the Parties.  Neither party has authority
         to bind the  other,  to incur  any  liability  or act on  behalf of the
         other, or to direct the others employees.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
Effective Date.

Global Capital Limited, LLC                     IC One, Inc.

By: /s/ Gregory C. Johnson                      By: /s/ Skip Bennett
    ---------------------------                     ---------------------

Print Name: Gregory C. Johnson                  Print Name: Skip Bennett

Title: Managing Director                        Title: President & CEO

Date: 8/6/99                                    Date: 8/6/99

<PAGE>

                                   Appendix A

Global Capital Limited (Global) through its affiliate,  Rent Smart  Publications
is currently performing advertising services for numerous apartment communities.
Tile  intent of this  Marketing  Agreement  is to make  available  to those same
apartment  communities  and others a Business  Case that  includes the 'Loyalty'
features of IC One's smart-card  technology.  Over $1.2 million dollars has been
spent developing and testing the Rent Smart  Publication,  an advertising medium
for apartment communities in two test markets. Las Vegas and Phoenix, comprising
210  communities  at an  average  of 300 units  per  community.  The Rent  Smart
Publication is currently slated to be introduced into 18 additional markets over
the next 36  months.  The  intent  of  Global  and IC One is to  coordinate  and
cooperate in the introduction of the Rent Smart Publication along with the `Rent
Smart  Card'  into  the  anticipated  markets  in an  attempt  to  increase  the
efficiency  of the card  distribution  and 'merchant  sign-up'  process in those
markets.


                                   Appendix B

Within the first 12 months Global will produce 150,000-200,000 cards and set top
boxes or other  `access  devices';  and within the first 36 months,  Global will
produce  a minimum  of  1,500,000-2,000,000  cards and set top boxes or  `access
devices'. The cost per card to Global shall be IC Ones total hard costs per card
plus 25 percent.  The cost for CADs, set top boxes or any other 'access  device'
shall not exceed IC One's  total hard costs per CAD or device  plus 15  percent.
Thereafter,  costs and performance criteria will be reviewed and mutually agreed
upon on an annual basis. Global agrees to keep IC One updated on a monthly basis
the distribution projections for smart cards.


                                   Appendix C

For all Global  programs using smart cards, a transaction  fee of 1/2 percent of
the total amount of each transaction  shall be paid to IC One. In addition,  and
in the  event  Global  participates  in the IC Kids Card  program,  IC One shall
receive 11 percent of the total loyalty  contribution amount with the balance to
be distributed between Global arid the beneficiaries. Compensation from Global's
participation in all other IC One-sponsored  loyalty programs will be determined
mutually between Global and IC One prior to execution.  All sign-up fee revenues
shall go to Global.  Notwithstanding  the status of this Agreement and unless by
the written  and mutual  consent to the  contrary.  Global's  income  rights and
participation from the card usage by Global's clients is perpetual.




                                                                          IC One

                205 WEST 700 SOUTH,  SUITE 200 o SALT LAKE CITY UTAH  84101-2736
                                                  801-355-0066, FAX 801-355-6633

To: David Asay

From: Skip Bennett and David Simon

Sub: IC One/IBM Partnership

         We appreciate  IBM's patience and  understanding in working with IC One
as to the payment agreed. We feel funding is imminent, but the immediate payable
of 2.17 million dollars due to IBM has negatively impacted our ability to secure
the necessary  financing to allow IC One and IBM to move forward in a Smart Card
partnership.

         Therefore, we propose the following arrangement to guarantee payment:

         1.  IC One will place in escrow 1,400,000 shares of IC One restricted
             public stock (SCTN), currently valued at over 7 million dollars.
         2.  IC One will pay $500,000 to IBM at the earlier of:
                a)  upon receipt of adequate investor funding
                b)  upon receipt of adequate revenues from Smart Card sales or
                    transaction fees
                c)  30 days after signing the document
         3.  Thereafter, IC One will make 5 payments of $300,000 and one payment
             of $170,000 to IBM at the earlier of:
                a)  upon receipt of adequate investor funding
                b)  upon receipt of adequate revenues from Smart Carol sales or
                    transaction fees
                c)  30 days after the previous payment
         4.  If IC One is unable to make any payment on time, IBM will have the
             option to either:
                a)  extended the time allowed for receipt of payment
                b)  demand release from the escrow account to IBM of an amount
                    of IC One stock equal to three times the overdue payment,
                    in lieu of the payment

         We feel this arrangement will have the following advantages:

         1.  Reduce the amount of immediate payables due on the books of IC One,
             thereby facilitating our ability to secure investor funding.
         2.  Give IBM the option to obtain an equity position in IC One at an
             extremely favorable rate of investment.

<PAGE>

                                                                          IC One

                205 WEST 700 SOUTH,  SUITE 200 o SALT LAKE CITY UTAH  84101-2736
                                                  801-355-0066, FAX 801-355-6633


         3.  Remove the barriers to  establishing  the IC One/BM Smart Card
             partnership that is currently impeding market entry by both
             companies.

         Upon your acceptance of this arrangement,  we would like to immediately
begin the process of developing  and  arranging the details of our  partnership,
including:

         1. Reciprocal licensing agreements
         2. Vertical/geographical market determination
         3. Levels of exclusivity within each vertical/geographic market
         4. Resource contributions within each market by each partner
         5. Development/rollout strategies
         6. Development/rollout lout schedules
         7. Joint marketing plan
         8. Revenue sharing arrangements
         9. PR/News release strategy and planning
         10. Branding strategies

         We feel this  arrangement  will remove a major stumbling block for both
of our organizations, David, and we are anxious to move forward immediately upon
receipt or your agreement with the terms and conditions herein.

         Thank you again for your patience and understanding.

Sincerely,

/s/ Skip Bennett                                  /s/ David Simon
- --------------------                              ---------------------------
A.D. "Skip" Bennett                               David Simon
IC One Inc.                                       IC One Inc.
President and CEO                                 SVP Technology and Chairman


         I agree to the terms and  conditions  on behalf of IBM and look forward
to a long and mutually beneficial partnership with IC One.

/s/ David Asay
- --------------------
David Asay
IBM
Pervasive Computing



                                  IC One/eExpo
                               MARKETING AGREEMENT

THIS MARKETENG AGREEMENT (the "Agreement"),  dated effective as of June 22, 1999
(the  "Effective  Date") is by and between IC One, Inc., a Delaware  corporation
with its principal place of business at 205 West 700 South, Suite 200 ("IC One")
and eExpo, Inc., a Delaware  corporation with its principal place of business at
1601 North State Street, Lehi. Utah 84043 ("eExpo").

RECITALS:

A. IC One is in the business of research.  development,  and  implementation  of
loyalty and incentive purchase  programs,  card enhancement and value added card
services,  utilizing  smart card funds transfer  technology ("IC One Systems and
Services").

B.  eExpo is in the  business  of  development  and  implementation  of cash and
information   processing,   registration,   communications   and  loyalty   card
applications  as well as remote  educational  courseware  for the convention and
tradeshow  industries,  and specific businesses within the hospitality  industry
("eExpo's Industries").

C. eExpo is desirous of receiving Exclusive Marketing Rights to implement IC One
Systems and Services  specific to and limited to, eExpo's  Industries  including
eExpo clients as defined in the attached Appendix A ("eExpo's  Clients) which is
made a part hereof.

AGREEMENTS:

In consideration  of the mutual  covenants and agreements set forth herein.  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties agree as
follows:

1.       Definitions.

         1.1 The  "Marketing  Rights" shall mean the right to use,  incorporate,
integrate,   and/or  engage  the  business  of  companies  specific  to  eExpo's
Industries who are interested in benefiting from IC One Systems and Services.

         1.2 All other  initially  capitalized  terms  shall  have the  meanings
assigned to them in this Agreement.

2.       Consideration.   In  consideration  of  the covenants,  warranties  and
commitments  made by IC One and eExpo in this  agreement,  the Parties  agree as
follows:

         2.1 Marketing Performance  Obligations.  IC One agrees to provide eExpo
with the

                                       1
<PAGE>

Exclusive  Marketing  Rights to the IC One  Systems  and  Services  for  eExpo's
Industries  and eExpo's  Clients,  for the purpose of providing IC One and eExpo
with viable  economic  benefit.  IC One has agreed to enter into this  Marketing
Agreement  with  eExpo,  based upon  eExpo's  representation  of its  ability to
deliver to IC One economically viable business opportunities. In the event eExpo
is unable to deliver to IC One,  within 120 days of the  Effective  Date of this
Agreement, an economically viable business opportunity,  or is unable to perform
in accordance with the performance criteria as outlined in the attached Appendix
B which is made a part hereof, IC One has the right. unilaterally,  to void this
Agreement. Every 90 days thereafter, the Parties shall mutually determine. using
reasonable standards, eExpo's performance under this Agreement.

         2.2 IC One Performance  Obligations.  IC One agrees to provide directly
or indirectly  (following  reasonable time to develop, as needed) the technology
(hardware and software along with reasonable support, installation. and service)
required  for the various  viable  business  opportunities  brought to IC One by
eExpo, in which IC One agrees to engage. IC One also agrees to provide, directly
or indirectly the necessary marketing support to eExpo including but not limited
to training,  customer service,  marketing  materials,  and program  endorsement
references.  IC One excludes and disclaims all  warranties,  whether  express or
implied, including without limitation, warranties of merchantability and fitness
of IC One Systems and Services for a particular purpose.

         2.3 Card and  Equipment  Purchase  Obligations.  eExpo  shall  have the
option to purchase from or through IC One, all cards and card acceptance devices
(CADs) required for each business  application  eExpo engages the IC One Systems
and Services. eExpo also shall have the option to purchase,  install and service
all CADs required for each business application eExpo engages the IC One Systems
and Services. eExpo and IC One agree to cooperate in a spirit of teamwork in the
purchase, development and implementation of cards and CADs.

         2.4 Compensation Schedule. IC One and eExpo agree to share fees charged
to eExpo's  Clients in accordance  with the schedule as outlined in the attached
Appendix C, which is made a part hereof.  Any additional  revenue  opportunities
which are not  addressed in Appendix C, shall be arranged  and  mutually  agreed
upon by both parties prior to receipt thereof. All payments shall be accompanied
by a  reasonably  detailed  report,  describing  the  services  and/or  products
employed in the  transaction(s) as well as the calculation used to determine the
payment.

         2.5 Payment.  IC One and eExpo shall  determine  compensation by way of
mutual  written  agreement  subject  to and prior to each  business  opportunity
brought to IC One by eExpo. In the event eExpo or IC One agrees to pay the other
in a  transaction(s),  the paying  party's  payment  shall be  accompanied  by a
reasonably detailed report,  describing the services and/or products employed in
the transaction(s) as well as the calculation used to determine the payment.

         2.6 Audit Rights.  The Parties shall keep accurate books of account and
records  covering  all  transactions  relating  to  this  Agreement.  The  party
receiving a payment  from the other  party  shall have the right,  upon ten (10)
business days prior written notice and during

                                       2
<PAGE>

reasonable  business hours, to have a certified  public  accounting firm examine
the paying party's records relating to the  transaction(s).  The receiving party
shall bear the cost of such  inspection  and audit  unless  the  results of such
audit indicate underpayments of more than five percent (5%) for the period under
review,  in which  case the  reasonable  cost of the audit  will be borne by the
paying party.  Such audits may be made no more  frequently than once every three
(3) months,  unless the preceding  audit revealed a material  underpayment.  All
relevant  records  shall be kept  available for at least two (2) years after the
calendar month to which they relate.

         2.7 Term. The term of this  Agreement  shall be five (5) years from the
Effective  Date,  unless either party fails to perform their  obligations  under
this  Agreement,  in which case,  the party which has been failed may  terminate
this  Agreement.  The Term shall be  automatically  extended for consecutive one
year periods following the end of the first five year term if eExpo demonstrates
and IC One agrees, that Marketing Performance Obligations of eExpo have been met
or exceeded.

3.       Covenant Not to Compete.  The parties hereby covenants and  agree  that
for the term of this  Agreement  and for a period of five (5) years  thereafter,
they will not, directly or indirectly,  without the prior written consent of the
other party, develop, market or sell, or assist in the development, marketing or
sale of, any product or  technology  that  competes  with the other party in the
United States and any other geographic areas in which their Systems and Services
are marketed (a "Competitive  Product");  including without limitation providing
consultative   services,   owning,   managing,   operating,   participating  in,
controlling, or being connected as a majority stockholder, partner, or otherwise
with any  business,  individual  or entity that  creates,  develops or markets a
Competitive Product,  and including any such actions by its officers,  directors
and/or key employee(s). If the agreement is terminated, the parties may continue
in their respective businesses as constituted at the time of termination.

4.       IC One/eExpo ("the Parties") Warranties.

         4.1 Corporate Power.  Etc. The Parties hereby represent,  warrant.  and
covenant to each other that (a) each party has all necessary  right and power to
enter into and perform  according to the terms and conditions of this Agreement;
(b) all corporate  action on the part of the Parties,  its respective  directors
and its stockholders  necessary for the authorization,  execution.  delivery and
performance of this Agreement and any other agreements  contemplated  hereby has
been taken;  (c) the terms of this Agreement do not violate or conflict with any
other agreement or obligation of the Parties;  and (d) this Agreement is a valid
and binding agreement on the Patties, enforceable in accordance with its terms.

         4.2  Litigation.  There is no  action,  suit,  investigation,  or other
proceeding  pending  or,  to  the  Parties'  knowledge,  threatened  against  or
materially  adversely affecting the Parties' right and ability to consummate the
transactions  contemplated  by this  Agreement;  nor do the Parties know or have
reason to know of any basis for the same.

                                       3
<PAGE>

         4.3  Infringement.  IC One  warrants  that  the  Marketing  Rights  and
elements thereof are solely owned by IC One and do not violate any rights of any
third  party,  and that it has not  received  any notice of such a claim.  To IC
One's best  knowledge,  no third party is infringing or has infringed any rights
with respect to the Marketing Rights.

         4.4 Survival.  The representations,  warranties and covenants contained
in  or  made  pursuant  to  this  Agreement  shall  survive  execution  and  any
termination of this Agreement.

5.       Confidentiality. The parties agree to treat as highly confidential, and
never to use.  copy or disclose to any third  party,  except as required by law,
any source code or trade  secrets  which should  reasonably  be understood to be
confidential to the other party.

6.       Breach of Agreement;  Remedies. If either party believes that the other
has materially breached any provision of this Agreement,  the party alleging the
breach shall  deliver  notice to the other party,  specifying  the nature of the
alleged  breach.  The party  alleged to be in breach  shall have sixty (60) days
from the date of mailing of such  notice in which to attempt to cure the alleged
breach.  During such sixty (60) day period,  either party may request a personal
meeting  between the parties in which to  negotiate  in good faith to attempt to
resolve the  dispute.  If such  negotiations  are  unsuccessful  and the alleged
breach has not been cured by the end of such  sixty (60) day  period,  the party
alleging the breach may pursue any and all rights and remedies that it has under
this  agreement,  at law or in equity.  The parties agree that the remedy at law
for  any  breach  of  its   covenant   not  to  compete  and  its   covenant  of
confidentiality shall be inadequate and that irreparable harm shall be presumed,
and the other party shall be entitled to injunctive  relief,  in addition to any
other  remedy  it  might  have,  including  damages  and the  right  to  recover
reasonable attorneys' fees, if it becomes necessary for the injured party.

7.       Rights Reserved; Reasonable Efforts  to Market. eExpo  shall  have  the
right to market  the IC One  Systems  and  Services  as  outlined  in Section 2.
Nothing in this  Agreement  shall  impair IC One's  right to  acquire,  license,
independently  develop  for itself or have others  independently  develop for it
similar products  performing the same or similar functions as IC One Systems and
Services,  or to provide  Marketing Rights to others not infringing upon eExpo's
Industries.  eExpo is required  to use  reasonable  efforts to develop  business
opportunities,  market and promote the IC One Systems and Services,  in general,
in both U. S. and international markets within eExpo's Industries.

8.       LIMITATION OF LIABILITY AND DAMAGES. OTHER THAN AS SET FORTH  ELSEWHERE
IN THIS AGREEMENT,  EACH PARTY EXPRESSLY  EXCLUDES AND DISCLAIMS ALL WARRANTIES,
WHETHER  EXPRESS  OR  IMPLIED,   INCLUDING  WITHOUT  LIMITATION  WARRANTIES  OF'
MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE. IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER OR ANY THIRD  PARTY FOR ANY  INDIRECT,  INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT.

                                          4
<PAGE>

9.       Miscellaneous.

         9.1  Notice.  All notices  between the parties  shall be in writing and
shall be sent by certified or registered mail or commercial  overnight  delivery
service, with provisions for a receipt. or by confirmed facsimile  transmission,
to the address of the other party  listed  above (or to such other  address as a
party may furnish to the other in writing).

         9.2  Entire  Agreement;  Amendment;  Waiver.  This  Agreement  and  any
additional  documents  required  to  be  delivered  hereunder,  constitutes  the
complete   agreement   between   the  parties  and   supersedes   all   previous
representations,  written  or  oral,  with  respect  to the IC One  Systems  and
Services  or  other  subject  matter  of this  Agreement.  Except  as  otherwise
expressly  provided herein,  this Agreement may be modified or amended only by a
writing signed by duly authorized representatives of both parties. The waiver by
either  party of any  default  or breach of this  Agreement,  or any  obligation
hereunder,  shall be ineffective  unless in writing,  and shall not constitute a
waiver of any subsequent breach or default.  No failure to exercise any right or
power under this Agreement  onto insist on strict  compliance by the other party
shall  constitute a waiver of the right in the future to exercise  such right or
power or to insist on strict compliance.

         9.3 Governing Law and Jurisdiction. This Agreement shall be Governed by
and  construed in  accordance  with the  internal  laws of the state of Utah and
applicable  federal laws. The parties consent to the exclusive  jurisdiction and
venue of Utah  state  and  federal  courts  in any  action  arising  out of this
Agreement.

         9.4 Attorneys'  Fees. In the event of any default under this Agreement,
the  defaulting  party shall pay all costs incurred by the other party by reason
of the default, including court costs and reasonable attorneys' fees (whether or
not the attorney is a salaried employee of the  non-defaulting  party), and also
including such expenses  incurred before legal action or bankruptcy  proceeding,
during the pendency  thereof,  and continuing to all such expenses in connection
with appeals to higher  courts.  If the  attorney is a salaried  employee of the
non-defaulting  party, a reasonable attorney's fee shall be an amount charged by
similarly qualified  attorneys in private practice for similarly services.  If a
party is accused of default  by the other,  but there is a final  decision  by a
court of law,  not  overturned  on  appeal,  that the party did not  default  as
alleged.  the party wrongly  accused of default shall be entitled to an award of
its costs and reasonable attorneys' fees as described above.

         9.5  Cumulative  Remedies.  All rights and  remedies  provided  in this
Agreement, at law or in equity are cumulative.

         9.6  Severability.  If any term of this  Agreement  is held  invalid or
unenforceable  by a court or  arbitrator  of competent  jurisdiction,  including
without limitation the term and geographic scope of the covenant not to compete,
such term shall be reduced or otherwise  modified by such court or arbitrator to
the minimum extent necessary to make it valid and enforceable. If such term

                                        5
<PAGE>

cannot be so  modified,  it shall be  severed  and the  remaining  terms of this
Agreement  shall be  interpreted  in such a way as to give maximum  validity and
enforceability to this Agreement.

         9.7 Binding  Effect;  Assignment.  This  Agreement  is binding upon the
parties and their respective successors,  representatives and assigns;  however,
neither party may not assign or transfer this  Agreement or any of his rights or
duties hereunder  without prior written consent of the other party,  which shall
not be unreasonably  withheld.  In the event of bankruptcy by either party,  the
rights and privileges provided for in this Agreement shall remain in effect.

         9.8 Language. The language used in this Agreement shall be deemed to be
the language  chosen by the parties to express their mutual intent,  and no rule
of strict construction shall be applied against either party.

         9.9 Force  Majeure.  Neither  party  shall be liable for any failure or
delay in performing  hereunder,  if such failure or delay is due to war, strike,
government requirements, acts of nature, acts or omissions of carriers, or other
cause(s) beyond its reasonable control.

         9.10 Counterparts.  This agreement may be executed in counterparts, and
all counterparts shall be deemed to be one and the same agreement.

         9.11 No Agency.  This  Agreement  shall not be  construed to create any
agency or partnership  between the Parties.  Neither party has authority to bind
the other,  to incur any  liability or act on behalf of the other,  or to direct
the others' employees.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
Effective Date.

eExpo, Inc.                                      IC One, Inc.

By: /s/ Edgar Bolton                             By: /s/ A. D. Bennett
   ----------------------                            ------------------------
Print Name: Edgar Bolton                         Print Name:  A. D. Bennett

Title: President                                 Title: President

Date: 6/23/99                                    Date: 6/23/99

                                        6
<PAGE>

                                   Appendix A

eExpo Clients:

Storage Technology
Novell *
Glaxo-Wellcome
Compaq
3 Com
Nortel
Lucent *
Cisco Systems *
Microsoft *
Park-Davis
Hewlett Packard *

* Companies which IC One has engaged or with which IC One is currently  engaging
in  business  dealings.  IC One shall have the right to  continue  its  business
dealings  with  these  companies  without   infringing  upon  eExpo's  Exclusive
Marketing rights as defined in this Agreement.

eExpo's Industries shall include cash and information processing,  registration,
communications  and  loyalty  card  applications  as well as remote  educational
courseware  for the  convention  and  tradeshow  industries,  and the  following
specific sectors of or businesses within the hospitality industry:

         1.    Marriott Corporation
         2.    Non-exclusive marketing rights for hotels
         3.    Exclusive  marketing  rights for smart cards issued through trade
         shows or convention  centers for Hotels which are members of convention
         and visitors bureaus  or associated with  the convention and trade show
         industry

                                        7
<PAGE>

                                   Appendix B

In exchange for the specific  performance for the Marketing  Rights,  within the
first l2 months.  eExpo will produce 1/2 million cards,  and within the First 36
months, eExpo will produce 5 million cards. The cost per card to eExpo shall not
exceed $4. Thereafter, the performance will be reviewed and mutually agreed upon
on a yearly basis.

                                   Appendix C

For all eExpo programs using smart cards, a transaction fee of 1/2% of the total
transaction  amount  shall be paid to IC One. In addition and in the event eExpo
participates in the IC Kids Card program,  IC One shall receive 11% of the total
loyalty contribution amount with the balance to be distributed between eExpo and
the beneficiaries.  Compensation from eExpo's  participation in all other IC One
sponsored loyalty programs will be determined  mutually between eExpo and IC One
prior to execution.  All sign-up fee revenues and card production  revenues will
go to eExpo.

                                       8
<PAGE>

                                1 September, 1999
                                   Addendum 1
                To IC One and eExpo Agreement dated 22 June 1999

eExpo has disclosed  it's unique  business  model and approach using some of the
features  of the IC One Kid's  card,  to IC One,  for the  purpose  of  pursuing
business for eExpo, and IC One, in several different markets.  This includes the
use of the organizational  sponsor approach (for example:  where an organization
such as Compaq sponsors the eExpo smart cards which when used by the cardholders
provides  for income for the  sponsoring  organization,  Compaq,  to be used for
educational  purposes  such as, in Compaq's  case,  computers for local and long
distance learning applications). IC One and eExpo agree that this organizational
sponsor  business  model concept is proprietary to eExpo and will not be used by
IC One in competition with eExpo, or disclosed to any third party.

The Houston Independent School District is added as a client exclusive to eExpo.

IC One and  eExpo  agree  that  eExpo  will  have the  right to  defend  eExpo's
exclusive marketing rights,  under IC One's Smart Card Loyalty patent when it is
deemed that an infringement  has occurred that would be in conflict with eExpo's
exclusive marketing rights.

IC One and eExpo agree that if either party declares  bankruptcy or is unable or
unwilling  to continue to provide the  necessary  support to continue to sell to
and  develop  the  markets   covered  by  this   agreement  that  the  technical
specifications  and  descriptions,  software  source code and other tools of the
party unable or unwilling to continue to provide the support will be provided to
the other  party for it's use in sales  to,  and  development  of,  the  markets
covered by this  agreement.  Both parties  agree that they will not restrict the
employees,  or former  employees,  of the other party,  from assisting the other
party in implementing the necessary capabilities to continue to develop and sell
their  respective  services  in the  covered  markets.  The rights of IC One and
eExpo, covered by this agreement,  shall survive and continue in force after any
declaration of bankruptcy or  substantial  sale of assets or change in ownership
or majority control of either party.

When work is performed by the employees of either party,  for the benefit of the
other party,  and authorized in writing by the other party, the benefiting party
shall pay the fees, which must be mutually agreed upon in advance,  to the party
providing the work. The specific work performed, which shall not be construed to
include  preexisting  products,  shall be owned by the  party  paying  the fees,
unless otherwise agreed to in writing by both parties.

eExpo  agrees  that IC One will  receive  from  eExpo,  for all eExpo smart card
loyalty applications, where IC One provides the communications, reporting and/or
data base  transaction  services for eExpo,  the fees specified in Appendix C of
the 22 June 1999 agreement. For eExpo Smart Card Loyalty applications,  that are
covered by IC One's  patent,  and the  application  has been approved by IC One,
where IC One does not provide any  promise to eExpo,  IC One will  receive 2% of
the loyalty contributions.

<PAGE>

Agreed to:

eExpo, Inc.                                       IC One, Inc.

By: /s/ Edgar Bolton                              By: /s/ Douglas Lloyd
    ---------------------                             ------------------------
Print Name: Edgar Bolton                          Print Name: Douglas Lloyd

Title:  President                                 Title: Sr. V.P.

Date: 9/1/99                                      Date: 9/1/99


<PAGE>

                                10 November, 1999
                                   Addendum 2

                To IC One and eExpo Agreement dated 22 June 1999

IC One, Inc. and Electronic Exposition  Information  Technologies,  Inc. (eExpo)
desire that eExpo  acquire from IC One the world wide  exclusive  marketing  and
business  development  rights to the IC One  Kid's  Card  program  and the eExpo
eduSmartCard  program.  The IC One Kid's Card program will be incorporated  into
the eExpo eduSmartCard program.

These exclusive world wide rights, granted to eExpo by IC One under it's patent,
will allow eExpo to provide  smart cards,  smart card  readers,  cash  handling,
information   processing  and  data   management  to  all  those  who  currently
participate, and all those who may participate in the future, in the educational
loyalty,  or charity,  programs as defined by, and included in, the IC One Kid's
Card program and the eExpo eduSmartCard program.

The IC One Kid's Card  program  provides a smart card to parents,  students,  or
other cardholders,  that they can use when they shop at participating merchants,
that is used to raise  money for  education.  With each  purchase  the  merchant
contributes  a  percentage  of  the  purchase  amount  to  the  schools  of  the
cardholder's  choice.  The schools  have agreed to allow the first $12 to $20 be
withheld from merchant  contributions (cash or equivalent),  and 11% thereafter,
by IC One to pay for the cost of card issuance and other aspects of the program.
The  merchants  have also  agreed to pay IC One 1/2% of the gross  sale  amount,
prior to  discount,  for  administration  of the  program.  This  program  is in
operation in Cache and Utah Counties,  in Utah, and is being considered in other
States and countries.

The  eExpo  eduSmartCard  program  will  provide  a smart  card  to  cardholders
participating in all segments of the education,  or charity,  market,  that they
can then use when they shop at participating  merchants.  With each purchase the
merchant  contributes  a  percentage  of the  purchase  amount  to be  used  for
education  or  charity  (cause   marketing   funds)  as  defined  by  the  eExpo
educational/charity  (cause  marketing)  foundation.  As an option,  part of the
contribution is allocated to the school or educational function specified by the
cardholder  in  agreement  with  the  eExpo  foundation,  and the  remainder  is
allocated  by the  eExpo  foundation.  The  primary  use will be for  leases  of
computers  with  educational  learning,  software to be  supplied  to  students,
teachers,  and schools.  Basically the smart cards are used for cause marketing,
with education being the first "cause" in the eduSmartCard  program. In addition
the  eduSmartCard  program  involves  organizational  sponsors that pay eExpo to
advertise on the smart cards, and, in some cases, the terminals  provided to the
merchants,  in the different  geographic areas of the program, and for marketing
access to the cardholders of the  eduSmartCards.  The eduSmartCard  program also
allows  electronic  "loyalty  coupons"  to be issued for the smart  cards of the
cardholders by suppliers to merchants,  "loyalty credits" being put on the smart
cards by  manufactures,  and  "loyalty  points"  being put on the smart cards by
manufactures, service organizations,  merchants, and suppliers to merchants. The
eduSmartCard will also be

<PAGE>

used for storage of cardholder credit card information to be used as an optional
method of payment by the cardholder.

For the projects  covered by this Addendum 2, eExpo will include the IC One logo
on the smart cards  issued and the  terminals  installed,  when they are used in
conjunction with these projects.  The logo's will be unobtrusive,  with the size
being  defined  by eExpo,  in order to allow  eExpo to market  the  projects  in
accordance with the  eduSmartCard  plan.  eExpo will provide it's best effort to
have the IC One logo over the smart chip on the smart card.

On the 15th of November,  1999. eExpo will assume  responsibility for supporting
and expanding the current IC One Kid's Card  project.  Any work  performed by IC
One. or it's employees,  on the IC One Kid's Card project,  after this date must
be approved and  authorized,  in advance,  in writing,  by eExpo. By the 15th of
November, 1999, and thereafter as needed, IC One will provide eExpo with all the
equipment, supplies, tools, software, information,  employee knowledge, customer
lists,  rights (as they pertain to the Kid's Card program),  and any other items
owned and used by IC One on the Kid's Card project,  that are needed by eExpo to
assume responsibility for this project, free and clear of any encumbrances,  for
eExpo to use and own in expanding and supporting the, Kid's Card program.

Other Smart Card loyalty,  or charity,  programs,  that IC One becomes aware of,
outside  the  exclusive  marketing  area of eExpo,  but within  the  educational
segment of the market, will be offered by IC One to eExpo. If eExpo declines the
business  opportunity  then  IC  One  is  free  to  follow  up  and  pursue  the
opportunity.  On a case by case basis,  for these other  business  opportunities
outside the exclusive  marketing  rights  covered by this Addendum 2, when eExpo
accepts  the  opportunity,  IC One and eExpo will  modify and adjust the payment
arrangements of this agreement as appropriate.

IC One will continue to provide "Loyalty  Central"  communications  services for
the merchants and  cardholders,  and the backend  database  processing  services
needed for the IC One Kid's Card and eExpo  eduSmartCard  programs (which may be
physically  located at IC One or at  eExpo).  For this IC One will  continue  to
receive it's customary  fees, but no greater than 1/2% of the total  transaction
amount and 11% of the total  loyalty (or charity)  contribution  amount.  In the
event that IC One is unable or  unwilling  to provide the  services  and support
needed to continue the IC One Kid's Card and the eExpo eduSmartCard projects, IC
One will provide eExpo with the rights and assets currently owned by IC One that
are necessary to continue the support,  development  and expansion of the IC one
Kid's Card project and the eExpo eduSmartCard project.

Beginning on l1/15/99  all of the  remaining  fees and  benefits  that IC One is
entitled to under the current,  and future expanded,  IC One Kid's Card program,
other than the above mentioned fees, will be paid to eExpo. When IC One receives
any of the fees that are to be paid to eExpo, IC One will  immediately  transfer
the fees to eExpo in the most expeditious way possible.

<PAGE>

Agreed to:

eExpo, Inc.                                       IC One, Inc.

By: /s/ Edgar Bolton                              By: /s/ Skip Bennett
    --------------------                              -----------------------
Print Name: Edgar Bolton                          Print Name: Skip Bennett

Title:  President / CEO                           Title: President / CEO

Date: 11/10/99                                    Date: 11/10/99

<PAGE>

When eExpo requests a change to the IC One "Loyalty Central"  communications and
data base handling services. and it is agreed by IC One and eExpo that it is not
a general  capability  that should  normally be included in a "Loyalty  Central"
communications  and data processing  system.  eExpo will request a quote from IC
One to make the agreed upon changes.  If eExpo accepts the bid and agrees to pay
for the  changes.  IC One will make the changes and bill eExpo for the  changes.
When eExpo pays for the  changes,  they will  become the  property  of eExpo and
cannot be used by any other client of IC One, except eExpo.

As soon  as  possible  eExpo  will  modify  the IC One  Kid's  Card  program  to
incorporate it into the eExpo  eduSmartCard  program  (business mode).  This may
involve  substantial change in the way the current  beneficiaries,  cardholders,
and  merchant  participate  in the program and may include  having the  merchant
terminals initially communicate with the eExpo server/switcher,  which will then
communicate with the IC One "Loyalty  Central" data base processing  system.  IC
One agrees  that it will  allow  eExpo to make the  changes  and  support  these
changes with the needed  modifications  and  enhancements  of IC One's  "Loyalty
Central" systems and services, as required and defined by eExpo.

When the merchant  terminals  communicate  first, as described  above,  with the
eExpo  server/switcher,  and the software that is used to communicate with these
merchant  terminals  is  hosted  on the  eExpo  server/switcher,  which  in turn
communicates  with  the IC One  data  base  processor  system  for  loyalty  and
accounting  processing,  the 1/2 % transaction fee paid by the merchants will be
split as follows: 1/4% to IC One and 1/4% to eExpo, and the charity contribution
will  be  split  as  follows:  3/4 of the  11% of the  contribution  made by the
merchant to IC One and1/4 of the 11% of the contribution made by the merchant to
eExpo. When all of the  communications  and data base processing is done by, and
all of the needed  software is provided by and hosted on the, IC One system,  IC
One will be entitled to the fees  specified in  paragraph 8 of this  Addendum 2.
When all of the  communications  and data base processing is done by, and all of
the  needed   software  is   provided   by  eExpo  and  hosted  on  the,   eExpo
server/switcher,  the  fees  paid by eExpo  to IC One  will be as  specified  in
paragraph 6 of Addendum 1, of the agreement dated 22 June 1999.

eExpo will offer IC One first  right of refusal to furnish  the smart card stock
and merchant  terminals,  to eExpo, for the projects covered by this Addendum 2,
provided IC One meets, or improves upon, the technical  specifications,  prices,
terms  and  delivery  requirements,  which is  offered  to eExpo  through  other
sources.

IC One and eExpo agree that all the prior  terms and  conditions  specified  and
defined in the 22 June agreement,  with it's accompanying appendices A, B and C,
as well as it's accompanying Addendum 1, dated 1 September,  1999, to which this
addendum  applies,  shall remain in force and effect,  except as  specified  and
defined in this Addendum 2.



                                   Prudential
                             Realty Associates, Inc.

  240 N. Orem Blvd. o Orem, UT 84057 o Bus. (801) 224-9011 o Fax (801) 764-2333


                      COMMERCIAL - INDUSTRIAL - INVESTMENT
                          REAL ESTATE PURCHASE CONTRACT

This is a legally  binding  Contract.  It has been  prepared  for the use of its
members only by the UTAH  ASSOCIATION OF REALTORS(R) in  transactions  involving
member's  clients or  customer;  as such,  the  interests  of Buyer and  Seller.
Nonetheless  the Buyer and the  Seller may  legally  agree on writing to alter a
delete  provision  of this form.  Seek legal  advice  from your  attorney or tax
advisor before entering into a binding Contract.
- --------------------------------------------------------------------------------
                              EARNEST MONEY RECEIPT

The Buyer

        Big M Investment & SCTN or Assigns

offers to purchase the Property  described  below and delivers as Earnest  Money
Deposit $5,000 in the form of 1031 Deposit to:
[ ] the Brokerage,  to be deposited  within three business days after Acceptance
of this Offer to Purchase by all parties,
[X] the Title/Escrow Company identified below.
Brokerage or Title/Escrow Company Mt. West Title Address 961 S. Orem Blvd. Orem,
Utah
Received by Mt. West Title on December 26, 1999 (date) Phone Number 225-2857
(if Title/Escrow Company) for deposit no later than (date) n/a.
[X]  Earnest  Monies  are on  hold  with a 1031  exchange  in the  name of Big M
Investments
- --------------------------------------------------------------------------------
                                OFFER TO PURCHASE

1.  PROPERTY:
Three Story office building of approximately 10,000 Sq. ft.

Address 740 East 3900 South City Salt Lake City County SLC State Ut
For legal  description,  see [ ] attached  Addendum # n/a [X] preliminary  title
report when available as provided below.
   1.1 INCLUDED  ITEMS:  Unless  excluded  herein,  this sale shall  include all
fixtures  presently  attached to the Property.  The following  personal property
shall also be included in this sale and  conveyed  under  separate  Bill of Sale
with warranties as to title:
Janitorial Supplies
   1.2 EXCLUDED ITEMS: These items are excluded from this sale:
None
2.  PURCHASE  PRICE AND  FINANCING.  .Buyer  agrees to pay for the  Property  as
follows:
$       5,000  Earnest Money Deposit
$  500,000.00  Loan Proceeds:
               [ ]  Representing  the  liability to be assumed by Buyer under an
               existing  assumable  loan  ([ ] with  [ ]  without  Seller  being
               released of liability) in this approximate  amount with [ ] Buyer
               [ ] Seller agreeing to pay any loan transfer and assumption fees.
               Any net differences  between the approximate  balance of the loan
               shown  above and the  actual  balance  at  Closing  shall then be
               adjusted in [ ] cash [ ] other n/a
               [ ] From new institutional  financing on tam no less favorable to
               the Buyer than the following: n/a (interest rate for first period
               prior to adjustment,  if any);  n/a  (amortization  period);  n/a
               (term).  Other  than  these,  the  loan  terms  shall be the best
               obtainable under the loan for which the Buyer applies below.
               [X] From  Seller-held  financing,  as  described  in the attached
               Seller Financing Addendum.
$ 255,250.00   Other:  Note #1  $135,000  Due to Sellers  January  3, 2000.  (by
- ------------   separate  agreement) Note #2 Due to JK Family  Partnership in the
               amount of $120,250 less  expenses of closing.  Note #2 is payable
               on January 3, 2000.

$  134,750.00  Balance  of  Purchase  Price in cash at closing
- -------------
$  895,000.00  TOTAL PURCHASE PRICE
- -------------
3. CLOSING.  This  transaction  shall be closed on or before  12/30/99.  Closing
shall occur when:  (a) Buyer and Seller have signed and  delivered to each other
(or to the escrow/title  company) , all documents required by this Contract,  by
the Lender, by written escrow  instructions  signed by the Buyer and the Seller,
and by applicable  law; (b) the moneys required to be paid under these documents
have been  delivered  to the  escrow/title  company in the form of  collected or
cleared  funds;  and (c) the deed which the  Seller has agreed to deliver  under
Section 6 has been  recorded.  Seller and Buyer  shall each pay  one-half of the
escrow Closing fee, unless otherwise agreed by the parties in writing. Taxes and
assessments  for the current year,  rents,  and interest on assumed  obligations
shall be prorated as set forth in this Section.  All deposits on tenancies shall
be transferred  to Buyer at Closing.  Prorations set forth in this Section shall
be made as of [X] date of Closing; [ ] date of possession; [ ] other n/a.
4.  POSSESSION.  Seller shall deliver  possession to Buyer within 24 hours after
Closing.
5.  CONFIRMATION  OF AGENCY  DISCLOSURE.  At the  signing of this  Contract  the
Listing Agent Dan Fish  represents  [X] Seller [ ] Buyer,  and the Selling Agent
Dan Fish,  Paul  Christensen  represents [ ] Seller [X] Buyer.  Buyer and Seller
confirm that prior to signing this  Contract  written  disclosure  of the agency
relationship  was  provided  to  him/her.  ( )  Buyer's  initials  ( )  Seller's
initials.

6. TITLE TO  PROPERTY  AND TITLE  INSURANCE.  (a) Seller  has,  or shall have at
Closing,  fee title to the  Property and agrees to convey such title to Buyer by
[X]  general  [ ] special  warranty  deed,  free of  financial  encumbrances  as
warranted under Section 10.6; (b) Seller agrees to pay for, and furnish Buyer at
Closing with, a current  standard fort Owner's policy of title  insurance in the
amount of the Total  Purchase  Price;  (c) the title policy  shall  conform with
Seller's  obligations  under  subsections (a) and (6). Unless  otherwise  agreed
under  Section  8.4,  the  commitment  shall  conform  with the title  insurance
commitment provided under Section 7.1.
[ ] The Buyer  elects to obtain a  full-coverage  extended  ALTA policy of title
insurance under 6(b). The cost of this coverage, above that of a standard


Real Estate Purchase Contract UAR Form 3 (5/94)
Buyer(s)______                                                    Seller(s)_____
RealFA$T(R) Forms, Box 4700, Frisco, CO 80443, Version 6.00,
(C)RealFA$T(R), 1999; Reg# LUTUAR225136

Completed by - Dan Fish, Realtor, Prudential Realty Associates
                                12/24/99 07:50:45                    Page 1 of 3
<PAGE>

Owner's policy, shall be paid for by the [ ] Buyer [ ] Seller. Also, the cost of
a full-coverage ALTA survey, shall be paid for by the [ ] Buyer [ ] Seller.
7. SPECIFIC UNDERTAKINGS OF SELLER AND BUYER
   7.1 SELLER  DISCLOSURES.  The Seller will deliver to the Buyer the  following
Seller  Disclosures  no later than the number of calendar days  indicated  below
which shall be days after Acceptance:                                    (days)
[X] (a) a Seller Property Condition Disclosure for the Property,  signed
and dated by Seler:                                                         2
[X] (b) a commitment  for the policy of title  insurance  required under
Section 6, to be issued by the title insurance company chosen by Seller,
including   copies  of  all  documents   listed  as  Exceptions  on  the
Commitment:                                                                 2
[ ] (c) a copy of all loan  documents  relating to any loan now existing
which will encumber the Property after Closing:                            n/a
[X] (d) a copy of all leases and rental  agreements  now in effect  with
regard to the Property together with a current rent roll:                   2
[X] (e)  operating  statements  of the  Property  for its  last n/a full
fiscal years of operation plus the current fiscal year through  11/30/99,
certified by the Seller or by an independent auditor:                       2
[ ] (f)  tenant  Estoppel  agreements:                                     n/a
Seller  agrees  to pay any  charge  for  cancellation  of the  title  commitment
provided under subsection (b).
   If Seller  does not  provide  any of the Seller  Disclosures  within the time
periods  agreed  above,  the  Buyer  may  either  waive  the  particular  Seller
Disclosure  requirement  by taking no timely  action or the Buyer may notify the
Seller in writing within 10 calendar days after the expiration of the particular
disclosure  time period that the Seller is in Default  under this  Contract  and
that the remedies  under Section 16 are at the Buyer's  disposal.  The holder of
the Earnest  Money  Deposit  shall,  upon  receipt of a copy of Buyer's  written
notice, return to the Buyer the Earnest Money Deposit without the requirement of
further written authorization from the Seller.
   7.2 BUYER UNDERTAKING.  The Buyer agrees to:                   I       II
   [ ] (a) Apply for approval of the  assumption  or funding
   of  the  loan   proceeds   described   in  Section  2  by
   completing,  signing,  and  delivering  to the Lender the
   initial loan  application and  documentation  requited by
   the  Lender  and by paying  all fees as  required  by the
   Lender  (including  appraisal  fee)  no  later  than  n/a
   calendar days after Acceptance; and                        _______   _______
   [  ]  (b)  No  later  than  n  /a  calendar   days  after
   Acceptance, obtain from the Lender to whom application is
   made under subsection (a) a written commitment to approve
   the  assumption  of the existing  loan or to fund the new
   loan  subject  only to changes of  conditions  in Buyer's
   credit  worthiness and to normal loan dosing  procedures;
   or, if Buyer  elects,  providing the Seller with absolute
   assurances within the same tithe frame, that the proceeds
   required  for  funding  the  Total   Purchase  Price  are
   available.                                                 _______   _______
These Buyer  Undertakings  are at the sole expense of the Buyer and are material
elements of this Contract for the bent of both the Buyer and the Seller.
    If Buyer does not initiate  any Buyer  Undertaking  and provide  Seller with
written  confirmation in the time agreed above,  the Seller may either waive the
particular  Buyer  Undertaking  requirement  by taking  no timely  action or the
Seller may notify the Buyer in writing withinn/a calendar days of the expiration
of the  particular  undertaking  tithe period that the Buyer is in Default under
this  Contract  and that  the  remedies  under  Section  16 are at the  Seller's
disposal.  The holder of the Earnest Money Deposit shall, upon receipt of a copy
of Seller's  written  notice,  deliver to the Seller the Earnest  Money  Deposit
without the requirement of further written authorization from the Buyer.
    7.3  ADDITIONAL  DUE  DILIGENCE.  The Buyer shall  undertake  the  following
Additional Due Diligence  dements at its own expense and for its own benefit for
the purpose of complying with the Contingencies under Section 8:
   [ ] (a)  Ordering  and  obtaining  an appraisal of the Property if one is not
otherwise required under Section 7.2;
   [ ] (b)  Ordering  and  obtaining  a survey  of the  Property  if one is tort
otherwise required under Section 6;
   [ ] (c) Ordering  and  obtaining  any  environmentally  related  study of the
Property;
   [X] (d) Ordering and obtaining a physical  inspection report  regarding,  and
completing a personal inspection of the Property;
   [X] (e) Requesting and obtaining verification that the Property complies with
all applicable federal, state, and local laws, ordinances,  and regulations with
regard to zoning and permissible use of the Property.
Seller  agrees to cooperate  fully with Buyer's  completing  these Due Diligence
matters and to make the Property  available as reasonable  and necessary for the
same.
8.  CONTINGENCIES.  This offer is subject to the Buyer's  approving  to its sole
discretion the better Disclosures,  the Buyer  Undertakings,  and Additional Due
Diligence matters in Section 7. However, the Buyer's discretion in approving the
terms of the loan under  subsection 7.2 (b) is subject to Buyer's  covenant with
regard to minimally acceptable financing terms tinder Section 2.
   8.1 Buyer shall have 10 calendar  days after the times  specified  in Section
7.1 and 7.2 for  receipt  of  Seller  Disclosures  and for  completion  of Buyer
Undertakings  to review the  content of the  disclosures  and the outcome of the
undertakings.  The latest  applicable date under Section 7.1 and 7.2 applies for
completing a review of Additional Due Diligence matters under Section 7.3.
   8.2 If Buyer  does not  deliver a written  objection  to Seller  regarding  a
Seller Disclosure,  Buyer  Undertaking,  or Due Diligence matter within the time
provided in Section  8.1,  that item will be deemed  approved  by Buyer.
   8.3 If Buyer  objects,  Buyer and Seller  shall  have 2  calendar  days after
receipt of the objections to resolve Buyer's  objections.  Seller may, but shall
not be required to, resolve Buyer's objections.  Likewise, the Buyer is under no
obligation  to  accept  any  resolution  proposed  by  the  Seller.  If  Buyer's
objections are not resolved within the stated time, Buyer may void this Contract
by providing written notice to Seller within the same stated time. The holder of
the Earnest  Money  Deposit  shall,  upon  receipt of a copy of Buyer's  written
notice, return to Buyer the Earnest Money Deposit without the requirement of any
further  written  authorization  from Seller.  If this Contract is not voided by
Buyer, Buyer's objection is deemed to have been waived However, this waiver does
not affect warranties under Section l0.
   8.4  Resolution of Buyer's  objections  under Section 8.3 shall be in writing
and shall become part of this Contract.
9.  SPECIAL  CONTINGENCIES.  This offer is made subject to: The term of attached
Addendum # 1 are incorporated into this Contract by this reference.
10.  SELLER'S  LIMITED  WARRANTIES.  Seller's  warranties to Buyer regarding the
Property are limited to the following:
   10.1 When Seller  delivers  possession  of the Property to Buyer,  it will be
broom-dean and free of debris and personal belongings;
   10.2  Seller  will  deliver  possession  of the  Property  to Buyer  with the
plumbing,  plumbed  fixtures,  heating,  cooling,  ventilating,  electrical  and
sprinkler (indoor and outdoor) systems,  appliances,  arid fireplaces in working
order;
   10.3 Seller will  deliver  possession  of the Property to Buyer with the roof
and foundation free of leaks known to Seller;
   10.4 Seller will deliver possession of the property to Buyer with any private
well or septic tank serving the Property in working order and in compliance with
governmental regulations;
   10.5 Seller will be responsible for repairing arty of Seller's moving-related
damage to the Property;
   10.6  At  Closing,  Seller  will  bring  current  ail  financial  obligations
encumbering  the  Property  which  are  assumed  in  writing  by Buyer  and wilt
discharge all such obligations which Buyer has not so assumed;
   10.7 As of  Closing,  Seller  has no  knowledge  of any claim or notice of an
environmental,  building,  or zoning code violation regarding the Property which
has not been resolved.
11.  VERIFICATION OF WARRANTED AND INCLUDED ITEMS.  After all contingencies have
beat  removed  and  before  Closing,  the  Buyer may  conduct  a  "walk-through"
inspection  of the  Property to  determine  whether or riot items  warranted  by
Seller in Section 10.1,  10.2, 10.3 and 10.4 are in the warranted  condition and
to verify that items  included in Section 1.1 are presently on the Property.  If
any item is not in the warranted condition, Seller will correct, repair


Real Estate Purchase Contract UAR Form 3 (5/94)
Buyer(s)______                                                    Seller(s)_____
RealFA$T(R) Forms, Box 4700, Frisco, CO 80443, Version 6.00,
(C)RealFA$T(R), 1999; Reg# LUTUAR225136

Completed by - Dan Fish, Realtor, Prudential Realty Associates
                                12/24/99 07:50:45                    Page 2 of 3

<PAGE>

or replace  it as  necessary  or,  with the  consent of Buyer and (if  required)
Lender,  escrow an amount at Closing to provide for such repair or  replacement.
The Buyer's  failure to conduct a  "walk-through"  inspection or to claim during
the  "walk-through"  inspection  that the  Property  does not  include all items
referenced  in Section 1.1 or is not in the  condition  warranted in Section 10,
shall  constitute  a  waiver  of  Buyers  rights  under  Section  1.1 and of the
warranties contained in Section 10.
12.  CHANGES DURING  TRANSACTION.  Seller agrees that no changes in any existing
leases shall be made, no new leases entered into, and no substantial alterations
or  improvements  to the ,  Property  shall be  undertaken  without  the written
consent of the Buyer.
13.  AUTHORITY  OF SIGNERS.  If Bayer or Seller is a  corporation,  partnership,
trust,  estate, or other entity,  the person signing this Contract on its behalf
warrants his or her authority to do so and to bind Buyer or Seller and the heirs
or  successors  in interest to Buyer or Seller.  If the Seller is not the vested
Owner of the Property but has control over the vested Owner's disposition of the
Property,  the Seller  agrees to exercise  this control and deliver title  under
this Contract as if it bad ban signed by the vested Owner.
14. COMPLETE CONTRACT.  This instrument (together with its Addenda, any attached
Exhibits,  and Seller  Disclosures ) constitutes the entire Contract between the
parties and  supersedes all prior  dealings  between the parties.  This Contract
cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION.  The parties agree that any dispute or claim relating to
this Contract, including but not limited to the disposition of the Earnest Money
Deposit and the breach or termination of this Contract, shall first be submitted
to  mediation in  accordance  with the Utah Real Estate  Buyer/Seller  Mediation
Rules of the American Arbitration Association. Each party agrees to bear its own
costs  of  mediation.  Any  Agreement  signed  by the  parties  pursuant  to the
mediation  shall be finding If mediation  fails,  the procedures  applicable and
remedies  available  under this  Contract  shall apply.  Nothing in this Section
shall  prohibit the Buyer from  seeking  specific  performance  by the Seller by
filing a complaint with the court,  serving it on the Seller by means of summons
or as otherwise permitted by law, and recording a lis pendens with regard to the
action  provided that the Buyer permits the Seller to regain from  answering the
complaint  pending  mediation.  Also the  parties  may agree in writing to waive
mediation
16. DEFAULT.  If Buyer  defaults,  Seller may elect to either retain the Earnest
Money Deposit as  liquidated  damages or to return the Earnest Money Deposit and
sue Buyer to enforce Seller's rights.  If Seller defaults,  in addition to =turn
of the Earnest  Money  Deposit,  Buyer may elect to either accept from Seller as
liquidated  damages a sum equal to the Earnest  Money  Deposit or sue Seller for
specific  performance  and/or damages.  If Buyer elects to accept the liquidated
damages,  Seller agrees to pay the liquidated damages to Buyer upon demand Where
a Section of this Contract  provides a specific remedy,  the parties intend that
the remedy shall be  exclusive  regardless  of rights  which might  otherwise be
available under common law.
17. ATTORNEY'S FEES. In any action arising out of this Contract,  the prevailing
party shall be entitled to costs and reasonable attorney's fees.
18.  DISPOSITION  OF EARNEST  MONEY.  The  Earnest  Money  Deposit  shall not be
released unless it is authorized by: (a) Sections 7.1, 7.2 and 8.3; (b) separate
written agreement of the patties, including an agreement under Section 15 if (a)
does not apply; or (c) court order.
19.  ABROGATION.  Except  for  express  warranties  made in this  Contract,  the
provision of this Contract shall not apply after Closing.
20. RISK OF LOSS.  All risk of lass or damage to the Property  shall be borne by
Seller until Closing.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this  transaction  Extensions  must be agreed to in writing  by all  parties.
Performance under each Section of this Contract which references a date shall be
required absolutely by 5:00 P.M., Mountain Time on the stated data
22.  COUNTERPARTS AND FACSIMILE (FAX) DOCUMENTS.  This Contract may be signed in
counterparts,  and each  counterpart  beating  an  original  signature  shall be
considered  one  document  with all others  bearing  original  signature.  Also,
facsimile  transmission of any signed original document and  re-transmission  of
any signed facsimile transmission shall be the same as delivery of an original.
23. ACCEPTANCE.  Acceptance occurs when Seller or Buyer,  responding to an offer
or counteroffer of the other. (a) signs the offer or counteroffer where noted to
indicate  acceptance;  and (b)  communicates  to the  other  party or the  other
party's agent that the offer or counteroffer has been signed as required.
24. OFFER AND TIME FOR ACCEPTANCE.  Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by [ ]AM [X] PM
Mountain Time, December 27, 1999 , this offer shall lapse, and the holder of the
Earnest Money Deposit shall return it to the Buyer.

   Big M Investment & SCTN or Assigns
     205 W. 700 South, Salt Lake City, UT 84101
       Bus.#: 801-355-0066
  BUYER'S SIGNATURE_______________________________ DATE ____________
    By: Mike Murphy and David Simon Pres. & CEO


                        ACCEPTANCE/REJECTION/COUNTEROFFER

[ ] Acceptance of Offer to purchase:  Seller Accepts the foregoing  offer on the
terms and conditions specified above.


     LK Fox Chariable Remainder Unitrust and JK Family Partnership
       4582 W. Dundee Circle, Highland, UT 84004
       Home #:763-7951
SELLER'S SIGNATURE __________________________ DATE ___________ TIME ___________
   By: Eldred Kaye Fox, Co-Trustee and Kenneth N. Fox

[X] Rejection: Seller Rejects the foregoing offer.
    ______________(Seller's initials) ________________(Date) ___________ (Time)
[ ]Counter  Offer:  Seller  presents for Buyers  Acceptance  the terms of Buyers
offer subject to the  exceptions or  modifications  as specified in the attached
Counter Offer # n/a.


Real Estate Purchase Contract UAR Form 3 (5/94)

RealFA$T(R) Forms, Box 4700, Frisco, CO 80443, Version 6.00,
(C)RealFA$T(R), 1999; Reg# LUTUAR225136

Completed by - Dan Fish, Realtor, Prudential Realty Associates
                                12/24/99 07:50:45                    Page 3 of 3

<PAGE>

                                   Prudential
                             Realty Associates, Inc.
  240 N. Orem Blvd. o Orem, UT 84057 o Bus. (801) 224-9011 o Fax (801) 764-2333
                                 ADDENDUM NO. 1
                                       TO
                          REAL ESTATE PURCHASE CONTRACT
THIS IS AN [X] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE  PURCHASE  CONTRACT
(the "REPC") with an Offer  Reference  Date of December 26, 1999 , Including all
prior addenda and counteroffers, between
    Mike Murphy & SCTN or Assigns
as Buyer, and
    LK Fox Chariable Remainder Unitrust and JK Family Partnership
as  Seller,  regarding  the  Property;  located at
740 East 3900 South Salt Lake City, Utah (three Story Office Building)
The following  terms are hereby  Incorporated as part of the REPC:

 1).     The Trust Deed Note shall have a rent assignment clause in favor of the
         Note holder in the event the buyer doesn't pay loan payments as per the
         contract.

 2).     Buyers  shall  have  the time  noted  in item  8.1 of the  Real  Estate
         Purchase Contract to complete its Due-Diligence and Buyers shall accept
         the building thereafter in an "AS IS" condition.

 3).     Seller shall have the option of placing their  proceeds into a 1031 tax
         deferred  exchange and shall have Buyers  cooperation  to complete said
         exchange.  Seller  shall  also  cooperate  with  Buyers  in a 1031  tax
         deffered exchange.

To the extent the terms of this ADDENDUM  modify or conflict with any provisions
of the REPC,  Including all prior addenda and  counteroffers,  these terms shall
control. All other terms of the REPC, Including prior addenda and counteroffers,
not modified by this ADDENDUM shall remain the same.

[ ] Seller [X] Buyer  shall have until 5:00 [ ] A.M.  [X] P.M.  Mountain  Time
December 27 , 1999 (Date) , to accept the terms of this  ADDENDUM In  accordance
with the provisions of Section 23 of the REPC. Unless so accepted,  the offer as
set forth In this ADDENDUM shall lapse.
____________________________________________________________
[ ] Buyer   [ ] Seller Signature         Date      Time
____________________________________________________________
[ ] Buyer   [ ] Seller Signature         Date      Time


                       ACCEPTANCE/REJECTION/COUNTER OFFER


CHECK ONE:
[ ]  ACCEPTANCE:  [ ] Seller [ ] Buyer hereby  accepts the term of this ADDENDUM
NO. n/a.
[ ]COUNTER OFFER: [ ] Seller [ ] Buyer presents as a counter offer the terms set
forth on the attached ADDENDUM NO. n/a.
________________________________________________________________________________
(Signature)       (Date)    (Time)          (Signature)        (Date)     (Time)

[ ]REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.


________________________________________________________________________________
(Signature)       (Date)    (Time)          (Signature)        (Date)     (Time)






THIS FORM  APPROVED BY THE UTATH AREAL ESTATE  COMMISION  AND THE OFFIC E OF THE
UTAH ATTORNEY  GENERAL,  EFFECTIVE  AUGUST 17, 1998. IT REPLACES AND  SUPERCEDES
ALL PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Addendum to Real Estate Purchase Contract UAR Form 2 (8/98)

Buyer(s)______                                                    Seller(s)_____
RealFA$T(R) Forms, Box 4700, Frisco, CO 80443, Version 6.00,
(C)RealFA$T(R), 1999; Reg# LUTUAR225136

Completed by - Dan Fish, Realtor, Prudential Realty Associates
                                12/24/99 07:36:16                    Page 1 of 1
<PAGE>

                                   Prudential
                             Realty Associates, Inc.

  240 N. Orem Blvd. o Orem, UT 84057 a Bus. (801) 224-9011 o Fax (801) 764-2333

                            SELLER FINANCING ADDENDUM
                                       TO
                          REAL ESTATE PURCHASE CONTRACT

THIS SELLER  FINANCING,  ADDENDUM  is made a part of that REAL  ESTATE  PURCHASE
CONTRACT  (the  "REPC")  with an Offer  Reference  Date of  December  26, 1999 ,
between

     Big M Investment & SCTN or Assigns

as Buyer, and

       LK Fox Chariable Remainder Unitrust and JK Family Partnership

as Seller, regarding the Property located at
 740 East 3900 South, Salt Lake City, Utah 84107

The terms of this ADDENDUM are hereby incorporated as part of the REPC.

1. CREDIT  DOCUMENTS.  Seller's  extension of credit to Buyer shall be evidenced
by:  [X] Note and  Deed of  Trust [ ] Note and  All-Inclusive  Deed of Trust [ ]
Other: n/a

2.  CREDIT  TERMS.  The terms of the credit  documents  referred to in Section 1
above are as follows:
$  500.000.00  principal  amount of the note(the  "Note");  interest at 8.5% per
annum; payable at approximately $ 3, 844.57 per month. The entire unpaid balance
of principal  plus  accrued  interest is due in 84 months from date of the Note.
First  payment due  February 1, 2000.  Additional  principal  payments,  balloon
payments or other terms as follows:
Loan is based on 30 years amortization with balance due after 84 months.

The credit  documents  referenced  In Section 1 of this  ADDENDUM will contain a
due-on-sale  clause in favor of  Seller.  Seller  agrees to  provide to Buyer at
Settlement: (a) an amortization schedule based on the above terms; (b) a written
disclosure of the total interest Buyer will pay to maturity of the Note; and (c)
the annual percentage rate on the Note based on loan closing costs.

3. TAXES AND  ASSESSMENTS.  In addition to the payments  referenced in Section 2
above,  Buyer shall also be responsible  for: (a) property taxes; (b) homeowners
association dues; (c) special assessments;  and (d) hazard insurance premiums on
the  Property.  These  obligations  will be paid: [ ] directly to  Seller/Escrow
Agent on a  monthly  basis [ ]  directly  to the  applicable  county  treasurer,
association, and insurance company as required by those entities.

4. PAYMENT.  Buyer's  payments under Sections 2 and 3 above will be made to: [ ]
Seller [ ] an Escrow Agent.  If an Escrow  Agent,  NONE will act as Escrow Agent
and will be responsible  for disbursing  payments on any underlying  mortgage or
deed of trust (the "underlying  mortgage") and to the Seller. Cost of setting up
the  escrow  account  shall be paid  by:  [ ] Buyer [ ] Seller [ ] split  evenly
between the parties.

5. LATE PAYMENT/PREPAYMENT.  Any payment not made within 10 days after it is due
is  subject  to a late  charge  of  $100.00  or n /a % of the  installment  due,
whichever is greater. Amounts in default shall bear interest at a rate of 18.00%
per annum. All or part of the principal  balance on the Note maybe paid prior to
maturity without penalty.

6. DUE-ON-SALE. As part of the Seller Disclosures referenced in Section 7 of the
REPC, Seller shall provide to Buyer a copy of the underlying mortgage,  the note
secured thereby, and the amortization  schedule.  Buyer's obligation to purchase
under this Contract is conditioned upon Buyer's approval of the content of those
documents,  in  accordance  with  Section  8 of the REPC.  If the  holder of the
underlying  mortgage calls the loan due as a result of this  transaction,  Buyer
agrees to discharge the underlying loan as required by the mortgage  lender.  In
such event,  Seller's  remaining  equity shall be paid as provided in the credit
documents.

7. BUYER  DISCLOSURES.  Buyer has provided to Seller, as a required part of this
ADDENDUM,  the attached Buyer  Financial  Information  Sheet.  Buyer may use the
Buyer Financial Information Sheet approved by the Real Estate Commission and the
Attorney General's Office, or may provide  comparable  written  information in a
different  format,  together  with such  additional  information  as Seller  may
reasonably  require.  Buyer [ ] WILL [X] WILL NOT provide  Seller with copies of
IRS returns for the two preceding tax years.  Buyer acknowledges that Seller may
contact Buyer's current  employer for  verification of employment as represented
by Buyer in the Buyer Financial Information Sheet.

8. SELLER  APPROVAL.  By the Seller  Disclosure  Deadline  referenced in Section
24(b) of the REPC, Buyer shall provide to Seller, at Buyer's expense,  a current
credit report on Buyer from a consumer credit reporting  agency.  Seller may use
the credit report and the  information  referenced in Section 7 of this Addendum
("Buyer Disclosures") to evaluate the credit-worthiness of Buyer.

   8.1 Seller Review.  By the Evaluations & Inspections  Deadline  referenced in
Section  24(c) of the REPC,  Seller shall review the credit report and the Buyer
Disclosures  to  determine  if the content of the credit  report,  and the Buyer
Disclosures,  is  acceptable.  If the content of the credit  report or the Buyer
Disclosures is not acceptable to Seller, Seller may elect to either: (a) provide
written objections to Buyer as provided in Section 8.2 of this ADDENDUM;  or (b)
immediately  cancel  the  REPC by  providing  written  notice  to  Buyer  by the
Evaluations & Inspections Deadline referenced in Section 24(c) of the REPC. The



THIS FORM  APPROVED BY THE UTATH AREAL ESTATE  COMMISION  AND THE OFFIC E OF THE
UTAH ATTORNEY  GENERAL,  EFFECTIVE  AUGUST 17, 1998. IT REPLACES AND  SUPERCEDES
ALL PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Addendum to Real Estate Purchase Contract UAR Form 11 (Rev.8/98)

Buyer(s)______                                                    Seller(s)_____
RealFA$T(R) Forms, Box 4700, Frisco, CO 80443, Version 6.00,
(C)RealFA$T(R), 1999; Reg# LUTUAR225136

Completed by - Dan Fish, Realtor, Prudential Realty Associates
                                12/24/99 08:10:11                    Page 1 of 2
<PAGE>

Brokerage,  upon receipt of a copy of Seller's  written notice of  cancellation,
shall return to Buyer the Earnest Money Deposit.

   8.2 Seller  Objections.  If Seller  does not  immediately  cancel the REPC as
provided above, Seller may, by the Evaluations & Inspections Deadline referenced
in Section 24(c) of the REPC, provide Buyer with written  objections.  Buyer and
Seller shall have seven  calendar days after Buyer's  receipt of the  objections
(the  "Response  Period")  in  which  to agree in  writing  upon the  manner  of
resolving Seller's objections.  Buyer may, but shall not be required to, resolve
Seller's  objections.  If Seller and Buyer  have not agreed in writing  upon the
manner of resolving Seller's objections, Seller may cancel the REPC by providing
written  notice to Buyer no later than three  calendar days after  expiration of
the Response Period.  The Brokerage,  upon receipt of a copy of Seller's written
notice of cancellation, shall return to Buyer the Earnest Money Deposit.

   8.3  Failure to Object.  If Seller does not  deliver a written  objection  to
Buyer  regarding  the credit report or a Buyer  Disclosure by the  Evaluations &
Inspections  Deadline referenced in Section 24(c) of the REPC or cancel the REPC
as provided in Sections 8.1 or 8.2 of this ADDENDUM, the credit report and Buyer
Disclosures  will be deemed approved by Seller.

9. TITLE  INSURANCE.  Buyer [X] SHALL [ ] SHALL NOT provide to Seller a lender's
policy of title insurance in the amount of the  indebtedness to the Seller,  and
shall pay for such policy at Settlement.

10. DISCLOSURE OF TAX  IDENTIFICATION  NUMBERS.  By no later than the Settlement
Deadline  referenced  in  Section  24(e) of the  REPC,  Buyer and  Seller  shall
disclose to each other below their  respective  Social Security Numbers or other
applicable tax identification  numbers so that they may comply with federal laws
on reporting mortgage interest in filings with the Internal Revenue Service.

To the extent the terms of this ADDENDUM  modify or conflict with any provisions
of the REPC,  including all prior addenda and  counteroffers,  these terms shall
control.  All  other  terms  of  the  REPC,  including  all  prior  addenda  and
counteroffers, not modified by this ADDENDUM shall remain the same. [X] Seller [
] Buyer shall have until Dec  27,1999 [ ] AM [X] PM  Mountain  Time 5: 00 PM, to
accept  these  terms in  accordance  with  Section  23 of the  REPC.  Unless  so
accepted, this offer shall lapse.

__________________________________________________      ________________________
[ ]Buyer [ ] Seller Signature     Date    Time          Social Security Number

__________________________________________________      ________________________
[ ]Buyer [ ] Seller Signature     Date    Time          Social Security Number


                        ACCEPTANCE/COUNTEROFFER/REJECTION

CHECK ONE:
[ ]ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts these terms.

[ ] COUNTEROFFER:  [ ] Seller [ ] Buyer presents as a counteroffer the terms set
forth on the attached ADDENDUM NO. n/a.


________________________________________________________________________________
(Signature)       (Date)    (Time)          (Signature)        (Date)     (Time)


[ ] REJECTION: [  ] Seller [  ] Buyer rejects these terms.

________________________________________________________________________________
(Signature)       (Date)    (Time)          (Signature)        (Date)     (Time)



THIS FORM  APPROVED BY THE UTATH AREAL ESTATE  COMMISION  AND THE OFFIC E OF THE
UTAH ATTORNEY  GENERAL,  EFFECTIVE  AUGUST 17, 1998. IT REPLACES AND  SUPERCEDES
ALL PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
Addendum to Real Estate Purchase Contract UAR Form 11 (Rev.8/98)

Buyer(s)______                                                    Seller(s)____
RealFA$T(R) Forms, Box 4700, Frisco, CO 80443, Version 6.00,
(C)RealFA$T(R), 1999; Reg# LUTUAR225136

Completed by - Dan Fish, Realtor, Prudential Realty Associates
                                12/24/99 08:10:11                    Page 2 of 2


<TABLE> <S> <C>


<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                                  DEC-31-1998
<PERIOD-START>                                     JAN-01-1998
<PERIOD-END>                                       DEC-31-1998
<CASH>                                                  30,837
<SECURITIES>                                                 0
<RECEIVABLES>                                                0
<ALLOWANCES>                                                 0
<INVENTORY>                                                  0
<CURRENT-ASSETS>                                        60,855
<PP&E>                                                 286,912
<DEPRECIATION>                                          81,963
<TOTAL-ASSETS>                                       1,041,418
<CURRENT-LIABILITIES>                                2,027,982
<BONDS>                                                      0
                                        0
                                                  0
<COMMON>                                                 9,052
<OTHER-SE>                                            (995,616)
<TOTAL-LIABILITY-AND-EQUITY>                         1,041,418
<SALES>                                                      0
<TOTAL-REVENUES>                                             0
<CGS>                                                        0
<TOTAL-COSTS>                                                0
<OTHER-EXPENSES>                                     2,278,840
<LOSS-PROVISION>                                             0
<INTEREST-EXPENSE>                                      35,386
<INCOME-PRETAX>                                     (2,314,226)
<INCOME-TAX>                                                 0
<INCOME-CONTINUING>                                 (2,314,226)
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                        (2,314,226)
<EPS-BASIC>                                              (0.54)
<EPS-DILUTED>                                            (0.54)


</TABLE>


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