Exhibit 10.2


SEATTLE--Upgrade International Corp. UPGD, an emerging leader in the development
                                     ----
and commercialization of high capacity portable data storage technology,
announced today that it has entered into a debt financing agreement with an
institutional syndicator to obtain up to $15 million in working capital for
Upgrade and its group of Companies.


The debt instrument is for a seven-year term with the principal due at maturity,
and interest payable quarterly commencing in year three of the financing. The
loan is secured by the issuance of 40 million shares of Company Stock, which
will be issued under Rule 144A. These shares will carry a different CUSIP number
from the Company's Common Stock. These shares are restricted for a three year
period, and can only be traded among qualified institutional investors. Upon
repayment of the credit facility, the shares are to be returned to the Company.
Contained in the agreement is the stipulation that the voting rights of the 40
million shares by way of proxy will be voted in proportion with the existing
shareholder base. The Company also retains the right to substitute the
collateral after 18 months of the credit facility has transpired.

After consultation with the Company's accountants, management concluded that in
accordance with Statement of Financial Accounting Standards No. 128, Earnings
Per Share, the shares issued as collateral will be considered contingently
returnable shares, and will therefore, not be included in the earnings-per-share
calculations or as outstanding, in as much as these shares are held for
collateral purposes only and are required to be returned to the Company.

The OTC:BB has indicated that if shares are traded between qualified
institutional investors under Rule 144A, these shares will not be included in
the reported days volume activity.

In addition, Upgrade has agreed to place 5,000,000 common shares under Rule 506
of Regulation D with the syndicator, as a reserve for private placements, at
market, with investors as designated by the syndicator. These shares of common
stock have not been registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption under registration requirements.

Daniel Bland, President, Upgrade International stated. "We believe that securing
this facility clearly demonstrates confidence and optimism in Upgrade's
technology, products, management team and growth potential, particularly given
the current challenging economic environment."

Howard Jaffe, Upgrade's COO and CFO, added, "Moreover, this financing will help
expedite our ability to transition from a development stage company to
full-scale commercialization."

This disclosure is not an offer of securities or a solicitation of an offer to
by securities. Placements will be made only to accredited investors.

About Upgrade

Upgrade International Corp. (www.upgd.com) through its ownership interest in
UltraCard Inc. (www.ultracard.com), cQue Corporation and EforNet Corporation is
engaged in the development and commercialization of a patented ultra
high-capacity portable data storage technology. UltraCard's patented method for
using existing hard disk storage technology provides both highly durable media
in a credit card format and an inexpensive read/write device that together will
become the next generation in personal portable data storage for a broad range
of existing and new markets. Management believes that the UltraCard technology
will potentially provide numerous industrial users with a combination of high
levels of security and a vastly greater amount of personal transportable data
storage at the lowest cost in the industry. In addition the acquisition and
development of existing SmartCard solution providers represents a strategic



market strategy designed to accelerate the integration of the vastly superior
technology inherent in the UltraCard into existing and newly developing markets.

On Behalf of the Board of Directors,

Daniel S. Bland

President and Chief Executive Officer

Except for any historical information presented in this document, the matters
discussed in this News Release contain "forward looking statements" (as such
term is defined in the Private Securities Litigation Reform Act of 1995). These
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will", "intends", "should", or "anticipates" or
the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy that involve risks and uncertainties. The safe harbor
provisions of Section 21B of the Securities Exchange Act or 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended, apply to
forward-looking statements made by the Company. You should not place undue
reliance on forward-looking statements. Forward-looking statements involve risks
and uncertainties. The actual results that the Company achieves may differ
materially from any forward-looking statements due to such risks and
uncertainties. These forward-looking statements are based on current
expectations, and the Company assumes no obligation to update this information.
Readers are urged to carefully review and consider the various disclosures made
by the Company's other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect the Company's business. Further information about the risks and
uncertainties Upgrade faces can be found in its filings with the Securities and
Exchange Commission, which can be accessed at http://www.sec.gov/ or
http://www.freedgar.com/.

Contact Information:
Upgrade International
Daniel Bland or Howard Jaffe, 206/903-3116
Fax 206/903-3117
ir@upgd.com