Upgrade Partner with StorCard, Inc.

Upon further investment Upgrade will be granted an exclusive marketing and distribution license for the following regions: Europe, China, and Latin America. Upgrade expects to complete the funding of this transaction through a combination of debt and equity financings. StorCard, a San Jose, California based company is developing a proprietary, patent pending platform technology in a credit card form factor. According to StorCard, by combining integrated circuit chip technology and the characteristics of hard drive and floppy disk technology, the StorCard delivers a high capacity card technology platform to meet the increasing demand for high-capacity, portable and tamperproof card solutions in the government, healthcare, financial and enterprise markets. StorCard anticipates commercial availability of their products in the fourth quarter of 2004. StorCard is developing products based on new technologies that combine the best features of magnetic storage, intelligence and security technologies packaged in the ubiquitous credit card format. StorCard(R) technology will be the first platform to combine on-card intelligence, authentication and encryption -- providing a convenient way to securely transport, share and manage large amounts of personal or business information, while protecting the data from theft and tampering. By combining magnetic disk technology in a portable device, StorCard provides low-cost, secure and encrypted data storage with more flexible policy management options than existing portable storage technologies, such as flash memory or smart cards. And with a wide array of potential applications requiring high-capacity, secure storage, StorCard provides substantial value-added benefits for many large markets. The StorCard format uses an on-board processor with integrated software authentication controls to execute policies that manage use of the encrypted data. The information is stored on the integrated high-capacity magnetic storage medium, resulting in a completely secure portable server that allows individuals and organizations to transact and safely exchange information wherever and whenever it is needed. And with the choice of industry standard USB 2.0 interface, StorCard will integrate into existing systems and infrastructure for easy deployment.