SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934


Filed  by  the  Registrant  [X]
Filed  by  a  Party  other  than  [ ]

Check  the  appropriate  box:
[ ]  Preliminary  Proxy  Statement
[ ]  Confidential, for Use  of  the  Commission  Only  (as  permitted  by Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12


                    UPGRADE  INTERNATIONAL  CORPORATION
                    -----------------------------------
                (Name of Registrant as Specified in Its Charter)


           ----------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment  of  Filing  Fee  (Check  the  appropriate  box):
[X]  No  fee  required
[ ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
     Item 22(a)(2) of Schedule 14A.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     1)   Title of each class of securities to which transaction applies:

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     2)   Aggregate number of securities to which transaction applies:

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     3)   Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

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     4)   Proposed maximum aggregate value of transaction:

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     5)   Total fee paid:


[ ]  Fee  paid  previously  by  written  preliminary  materials.
[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:
     2)   Form Schedule or Registration No.:
     3)   Filing Party:
     4)   Date Filed:



                                      LOGO

                          NOTICE OF 2002 ANNUAL MEETING

                                 PROXY STATEMENT


                                                               February 28, 2002

Dear Fellow Stockholder:

     On behalf of the Board of Directors and management of Upgrade International
Corporation,  (the  "Company"),  I  cordially invite you to attend the Company's
Annual  Meeting  of  Stockholders.  The meeting will be held at 9:30 a.m., local
time, on Thursday, March 28, 2002.  The meeting will be held in room 3A North at
the Washington State Convention and Trade Center; 800 Convention Place; Seattle,
WA   98101.

     At  the meeting, stockholders of the Company will be asked to vote upon the
election  of  one  member to the Board of Directors of the Company; to amend the
Articles  of Incorporation to (a) increase the number of authorized Common Stock
of  the  Company  from  100,000,000  to  250,000,000, (b) increase the number of
authorized  Preferred  Stock  of the Company from 20,000,000 to 100,000,000, and
(c)  authorize  the  Board  of Directors of the Company to establish classes and
series  of  common  stock  with separate rights and preferences to that of other
common  stock;  to amend the Company's Omnibus Stock Option Plan, as amended, to
increase  the  maximum  number  of  common  shares  of  the Company reserved for
issuance  under  the  Plan,  to  approve  the Company's noncontributory unfunded
deferred  compensation  plan  and  the  ratification of the appointment of Grant
Thornton,  L.L.P.  as  the  Company's  independent  public  accountant.

     I encourage you to attend the meeting in person. Whether or not you plan to
attend,  however,  PLEASE  READ  THE ENCLOSED PROXY STATEMENT AND THEN COMPLETE,
SIGN  AND  DATE  THE  ENCLOSED  PROXY  CARD  AND  RETURN  IT IN THE ACCOMPANYING
POSTAGE-PAID  ENVELOPE  AS PROMPTLY AS POSSIBLE. ADDITIONALLY THIS YEAR, YOU CAN
VOTE  ON THE INTERNET OR BY TELEPHONE. INSTRUCTIONS FOR VOTING ELECTRONICALLY OR
BY  TELEPHONE  IS DETAILED ON THE PROXY CARD. IF YOU VOTE YOUR PROXY BY INTERNET
OR  BY  TELEPHONE,  YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD. This will save
the  Company  additional expense in soliciting proxies and will ensure that your
shares  are  represented  at  the  meeting.

     Thank you for your attention to this important matter.


Very  truly  yours,


/S/


Daniel S. Bland
President and Chief Executive Officer



                                      LOGO
                              1411 - Fourth Avenue
                                    Suite 629
                                Seattle, WA 98101
                                 (206) 903-3116

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                     TO BE HELD ON THURSDAY, MARCH 28, 2002

     Notice  is  hereby  given  that  the  Annual  Meeting  of Stockholders (the
"Meeting")  of Upgrade International Corporation, (the "Company"), to be held at
9:30  a.m.,  local time, on Thursday, March 28, 2002.   The meeting will be held
in  room  3A  North  at  the  Washington  State Convention and Trade Center; 800
Convention  Place;  Seattle,  WA   98101.


     A proxy and a Proxy Statement for the Meeting are enclosed.

     The Meeting is for the purpose of considering and acting upon:

     1.   The  election  of one member to the Board of Directors of the Company;
     2.   The  amendment  of  the  Articles of Incorporation to (a) increase the
          number  of  authorized Common Stock of the Company from 100,000,000 to
          250,000,000,  (b) increase the number of authorized Preferred Stock of
          the  Company  from  20,000,000  to  100,000,000, and (c) authorize the
          Board  of  Directors of the Company to establish classes and series of
          common  stock  with  separate  rights and preferences to that of other
          common  stock;
     3.   The  amendment of the Company's Omnibus Stock Option Plan, to increase
          the  maximum  number  of  common  shares  of  the Company reserved for
          issuance  under  the  Plan;
     4.   The  approval  of  the  Company's  noncontributory  unfunded  deferred
          compensation  plan;
     5.   The  ratification  of the appointment of Grant Thornton, L.L.P. as the
          Company's  independent  public  accountant.
     6.   Such  other  matters  as  may properly come before the Meeting, or any
          adjournments  or  postponements  thereof.

     The  Board  of  Directors is not aware of any other business to come before
the  Meeting.

     Any  action  may  be taken on the foregoing proposals at the Meeting on the
date  specified  above,  or  on  any  date  or dates to which the Meeting may be
adjourned  or  postponed.  Stockholders  of  record  at the close of business on
February  15,  2002 are the stockholders entitled to vote at the Meeting and any
adjournments  or  postponements  thereof.

     A  complete  list  of  stockholders entitled to vote at the Meeting will be
available  for  examination during normal business hours by any stockholder, for
any  purpose  germane to the Meeting, at the main office of the Company, located
at  1411  -  Fourth Avenue, Suite 629, Washington, WA 98101, during the ten days
prior  to  the  Meeting  as  well  as  at  the  Meeting.

     You  are  requested to complete, sign and date the enclosed proxy, which is
solicited  on  behalf  of the Board of Directors, and to mail it promptly in the
enclosed postage-paid envelope. Additionally this year, you can also vote on the
internet  or  by  telephone.  An  instruction  for  voting  electronically or by
telephone  is detailed on the Proxy Card.  If you vote your proxy by internet or
by  telephone, you do NOT need to mail back your proxy card.  The proxy will not
be  used  if  you  attend  and  vote  at  the  Meeting  in  person.

By Order of the Board of Directors


/S/



Daniel S. Bland
President and Chief Executive Officer

Seattle,  Washington
February 28, 2002


--------------------------------------------------------------------------------
IMPORTANT:  THE  PROMPT  RETURN  OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER  REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A PRE-ADDRESSED
ENVELOPE  IS  ENCLOSED  FOR  YOUR  CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN  THE  UNITED  STATES.
--------------------------------------------------------------------------------



                                 PROXY STATEMENT

                        UPGRADE INTERNATIONAL CORPORATION
                              1411 - Fourth Avenue
                                    Suite 629
                               Seattle, WA   98101
                                 (206) 903-3116
                               ___________________

                         ANNUAL MEETING OF STOCKHOLDERS
                                 MARCH 28, 2002

     This  Proxy  Statement is furnished in connection with the solicitation, on
behalf  of  the  Board  of  Directors  of Upgrade International Corporation (the
"Company"),  of  proxies to be used at the Annual Meeting of Stockholders of the
Company  (the "Meeting").  The meeting will be held at 9:30 a.m., local time, on
Thursday,  March  28,  2002.  The  meeting  will be held in room 3A North at the
Washington  State Convention and Trade Center; 800 Convention Place; Seattle, WA
98101.

     The  accompanying  Notice  of  Annual  Meeting and this Proxy Statement are
first  being  mailed  to stockholders on or about March 2, 2002. At the Meeting,
stockholders  of  the  Company  are being asked to vote upon the election of one
member  to  the  Board  of  Directors  of  the Company; to amend the Articles of
Incorporation  to  (a)  increase  the  number  of authorized Common Stock of the
Company  from  100,000,000 to 250,000,000, (b) increase the number of authorized
Preferred Stock of the Company from 20,000,000 to 100,000,000, and (c) authorize
the  Board of Directors of the Company to establish classes and series of common
stock  with  separate  rights  and preferences to that of other common stock; to
amend  the  Company's  Omnibus  Stock  Option  Plan, as amended, to increase the
maximum  number  of common shares of the Company reserved for issuance under the
Plan,  and  to  approve  the  Company's  noncontributory  unfunded  deferred
compensation  plan  and  the  ratification of the appointment of Grant Thornton,
L.L.P.  as  the  Company's  independent  public  accountant.


VOTE  REQUIRED  AND  PROXY  INFORMATION

     All  shares  of the Company's common stock, par value $.0001 per share (the
"Common  Stock"),  represented  at  the  Meeting  by  properly  executed proxies
received  prior  to  or  at  the  Meeting, and not revoked, will be voted at the
Meeting  in  accordance  with  the  instructions  thereon.  One-third  of  the
outstanding  shares  of Common Stock, present in person or represented by proxy,
shall  constitute  a quorum for purposes of the Meeting.  Broker's non-votes are
counted  for purposes of determining a quorum.  Votes cast by proxy or in person
at  the Annual Meeting will be tabulated by the persons appointed by the Company
to  act  as  inspectors  of  election  for the Annual Meeting. The inspectors of
election  will  also  determine  whether  or  not  a  quorum  is  present.  Each
stockholder  of record at the close of business on February 15, 2002 is entitled
to  one  vote  for  each  share  then held on each matter submitted to a vote of
stockholders.   Brokers  holding  shares of record for their customers generally
are  not  entitled  to  vote on certain matters unless their customers give them
specific  voting  instructions.

     The  voting  requirements  for the proposal we will consider at the meeting
are:

          Election  of director: The director shall be elected by a plurality of
the  votes present in person or represented by proxy at the Meeting and entitled
to vote on the election of directors.  Votes may be cast in favor of or withheld
from  the  nominee;  votes  that are withheld will be excluded entirely from the
vote  and  will  have  no  effect.  Broker  non-votes will have no effect on the
election  of  directors.  If  no  instructions  are indicated, properly executed
proxies  will  be  voted  FOR  the  nominee  set  forth  herein.



          Approval  of  the  amendment  to  the  Articles  of Incorporation. The
     amendments  to  the  Company's  Articles  of  Incorporation to increase the
number  of  authorized  Common  Stock  and Preferred Stock of the Company and to
extablish  classes  and  series  of  Common  Stock  with  separate  rights  and
preferences  must  be  approved  by the vote of the holders of a majority of the
stock  present  in  person  or  represented  by  proxy at the Annual Meeting and
entitled  to  vote  thereat.  If  the  manner  of  voting is not specified in an
executed proxy received by the Company, the proxy holders will vote FOR approval
of  the  amendments  to  the  Company's  Articles  of  Incorporation.

          Approval of amendment to the Company's Omnibus Stock Option Plan:  The
amendment  to  the  Company's  Omnibus Stock Option Plan to increase the maximum
number of common shares of the Company reserved for issuance under the Plan must
be  approved  by  the  vote of the holders of a majority of the stock present in
person  or  represented  by  proxy  at  the  Annual Meeting and entitled to vote
thereat.  If the manner of voting is not specified in an executed proxy received
by the Company, the proxy holders will vote FOR approval of the amendment to the
Company's  Omnibus  Stock  Option  Plan.

          Approval  of  the  Company's  noncontributory  unfunded  deferred
compensation  plan: The Company's noncontributory unfunded deferred compensation
plan  must  be  approved  by  the vote of the holders of a majority of the stock
present  in person or represented by proxy at the Annual Meeting and entitled to
vote  thereat.  If  the  manner  of voting is not specified in an executed proxy
received  by  the  Company,  the  proxy  holders  will  vote FOR approval of the
Company's  noncontributory  unfunded  deferred  compensation  plan.

          Ratification  of  Grant  Thornton  LLP  as  the  Company's independent
certified  public  accountants:  The  selection  of  Grant  Thornton  LLP as the
Company's  independent certified public accountants must be ratified by the vote
of  the  holders  of a majority of the stock present in person or represented by
proxy  at  the  Annual  Meeting  and  entitled to vote thereat. If the manner of
voting  is not specified in an executed proxy received by the Company, the proxy
holders  will  vote  FOR  ratification  of  Grant  Thornton LLP as the Company's
independent  certified  public  accountants.

          Other  matters  as  may properly come before the Meeting - The Company
does  not  know  of any matters, other than as described in the Notice of Annual
Meeting,  that  are  to  be  presented  at the Meeting. If any other matters are
properly  presented at the Meeting for action, the persons named in the enclosed
proxy  and acting thereunder will have the discretion to vote on such matters in
accordance  with  their  best  judgment.

     A  proxy  given pursuant to the solicitation or otherwise may be revoked at
any  time  before  it  is  voted. Proxies may be revoked by: (i) filing with the
Secretary of the Company at or before the Meeting a written notice of revocation
bearing  a  later  date  than  the proxy, (ii) duly executing a subsequent proxy
relating to the same shares and delivering it to the Secretary of the Company at
or  before  the  Meeting,  or  (iii)  attending the Meeting and voting in person
(although  attendance  at  the  Meeting  will  not  in  and of itself constitute
revocation of a proxy).  Any written notice revoking a proxy should be delivered
to Howard A. Jaffe, Executive Vice President, Upgrade International Corporation,
1411  -  Fourth  Avenue,  Suite  629,  Seattle,  WA  98101.


VOTING  SECURITIES  AND  CERTAIN  HOLDERS  THEREOF

     Stockholders  of  record  as  of the close of business on February 15, 2002
will  be  entitled  to  one vote for each share of Common Stock then held. As of
that  date,  the  Company  had  42,412,025  shares  of  Common  Stock issued and
outstanding.

     The  following  table  sets  forth,  as  of  February  15,  2002,  certain
information as to the beneficial ownership of Common Stock by: (i) those persons
or  entities  known  by  management  to  beneficially  own  more  than 5% of the
Company's outstanding shares of Common Stock; (ii) the Company's Chief Executive
Officer,  its  Chairman  of  the  Board  and the other executive officers of the
Company  (the  "Named Officers"), and (iii) all directors and executive officers
of  the  Company  as  a  group:





                                                      SHARES
                                                   BENEFICIALLY   PERCENT OF
BENEFICIAL OWNER                                     OWNED (1)       CLASS
-------------------------------------------------  -------------  -----------
                                                            
5% SHAREHOLDERS

Gross Foundation (2)                                   2,701,474       6.37 %
1660 - 49th Street
Brooklyn, NY   11204

Citilink Investments International Ltd. (3)            2,157,554       5.09 %
8/4 Agasi St.
Harnof
Jerusalem, Israel   93877

DIRECTORS AND EXECUTIVE OFFICERS

Daniel S. Bland (4)                                    6,476,100      15.27 %
President and Chief Executive Officer
and Director

Howard A. Jaffe (5)                                    1,224,333       2.89 %
Executive Vice President and Chief Operating and
Financial Officer and Director

Malcolm P. Burke (6)                                     393,000       0.93 %
Director

Ronald P. Erickson (7)                                   650,000       1.53 %
Director

C. Rowland Hanson
Director                                                     -0-       0.00 %

Upgrade International Corporation (8)                  2,000,000       4.72 %

Directors and executive officers as a group           10,743,433      25.33 %
(6 persons and/or entities)


________
(1)  Includes  shares  held  directly,  in  retirement  accounts, in a fiduciary
     capacity  or  by  certain  affiliated  entities  or  members  of  the named
     individuals'  families,  with respect to which shares the named individuals
     and  group  may  be deemed to have sole or shared voting and/or dispositive
     powers. Also includes options and warrants which are vested and exercisable
     within  sixty  days.

(2)  Disclosure  based  upon  Form  13-G/A,  Amended  Statement  of  Beneficial
     Ownership  filed  with  the  Securities  & Exchange Commission by the Gross
     Foundation  on  February  12,  2002.

(3)  Disclosure  based  upon  Form 13-G, Statement of Beneficial Ownership filed
     with  the  Securities  &  Exchange  Commission  by  Citilink  Investments
     International  Ltd.  on  February  1,  2002.

(4)  Comprised  of  4,000,000  shares and 800,000 warrants (exercisable at $0.25
     per  share  and  expiring 1/20/2004) owned by the Bland Family Trust, as to
     which Mr. Bland, as trustee, has sole voting and investment powers, 476,100
     shares  owned  by  International  Internet  Corporation,  which  Mr.  Bland
     controls, and 1,200,000 options (600,000 exercisable at $0.25 per share and
     expiring  1/20/2004;  350,000  options  exercisable  at $2.50 per share and
     expiring  09/30/04;  250,000  exercisable  at  $3.19 per share and expiring
     04/02/11)  owned  directly  by  Mr.  Bland.

(5)  Comprised  of  286,000  shares and 555,000 warrants (205,000 exercisable at
     $2.00  and  expiring  02/15/06;  200,000  exercisable  at $.75 and expiring
     09/15/06;  and  150,000  exercisable  at  $1.00 and expiring 01/08/07), and
     500,000  options (200,000 shares at a price of $2.50 per share fully vested
     and  expiring  10/25/10;  200,000  options  to acquire shares at a price of
     $2.50 vesting quarterly over a period of three years and expiring 10/25/10;
     100,000  shares  at  a  price  of $3.19 per share fully vested and expiring
     04/02/11)  owned  directly  by  Mr.  Jaffe.



(6)  Comprised of 7,500 shares and 450,000 options (150,000 exercisable at $0.25
     per  share  fully  vested and expiring 1/20/2004; 200,000 vesting quarterly
     over  a  three  year  period  at $2.50 per share and expiring 09/30/04; and
     100,000  shares  vesting  quarterly  over a three year period at a price of
     $3.19  and  expiring  04/02/11)  owned  directly  by Mr. Burke. In addition
     10,500  shares  owned by Primary Ventures Corporation, a company controlled
     by  Mr.  Burke.

(7)  Comprised  of 750,000 options (550,000 exercisable at $0.25 per share fully
     vested  and expiring 1/20/2004; 100,000 vesting quarterly over a three year
     period  at  $2.50  per  share  and  expiring 09/30/2004; and 100,000 shares
     vesting quarterly over a three year period at a price of $3.19 and expiring
     04/02/11)  owned  directly  by  Mr.  Erickson.

(8)  Shares  assigned  to  the  Company,  and  pledged  as  collateral  for loan
     outstanding.

There  are  no  arrangements known to the Company that may result in a change in
control  of  the  Company.



                       DIRECTORS AND EXECUTIVE MANAGEMENT

     The  Company's  Board  of Directors currently consists of five members. The
Company's  bylaws provide for directors' terms to be divided into three classes,
with  each  class  to  be  as nearly equal in number as possible. Currently, one
director is serving in the class expiring in 2002, and two directors are serving
in  each  of  the  classes  expiring  in  2003 and 2004. Mr. Hanson was recently
appointed  to  the Board of Directors will fill the class whose term will expire
in  2005.

     The  following  table  sets  forth  certain information, as of February 15,
2002, regarding the Company's Board of Directors, including each director's term
of  office.  The  Board  of  Directors  acting  as  the nominating committee has
recommended  and  approved  the  Mr.  Hanson  as  the nominee for the 2005 class
position.  It  is  intended that the proxies solicited on behalf of the Board of
Directors  (other  than  proxies in which the vote is withheld as to one or more
nominee)  will  be voted at the Meeting "FOR" the election of Mr. Hanson.  If he
is  unable  to  serve, the shares represented by all valid proxies will be voted
for  the  election  of  such  substitute  nominee  as the Board of Directors may
recommend.  At  this  time,  the  Board  of Directors knows of no reason why the
nominee  may  be  unable  to  serve,  if  elected.  There are no arrangements or
understandings  between any director or nominee and any other person pursuant to
which  such  director  or  nominee  was  selected.



                                                                              SHARES OF
                                                                   CURRENT  COMMON STOCK   PERCENT
                                POSITION(S) HELD        DIRECTOR    TERM    BENEFICIALLY      OF
        NAME          AGE        IN THE COMPANY         SINCE (1)  EXPIRES   OWNED (2,3)    CLASS
--------------------  ---  ---------------------------  ---------  -------  -------------  --------
                                                                         
      NOMINEE -
TERM EXPIRES IN 2005

C.Rowland Hanson       49  Director                          2002     2002            -0-     .00 %

     DIRECTORS -
TERM EXPIRES IN 2004

Daniel S. Bland        43  Chief Executive Officer           1997     2004      6,476,100   15.27 %
                           & President and Director

Malcolm P. Burke       59  Director                          1997     2004        393,000     .93 %

    DIRECTORS  -
TERM EXPIRES IN 2003

Ronald P. Erickson     57  Director                          1997     2003        650,000    1.53 %

Howard A. Jaffe        48  Executive Vice President          2000     2003      1,224,333    2.89 %
                           Chief Operating & Financial
                           Officer and Director




     The  business  experience  for at least the past five years of each nominee
and/or  Director  is  set  forth  below.

     DANIEL  S.  BLAND is the founder of Upgrade and has served as its President
since  1997.  He also was a founder, and from 1993  to 1996 served as a director
and  the  chief  executive  officer  of,  Empyrean Diagnostics Ltd., a reporting
company  in  British  Columbia under the British Columbia Securities Commission.

     MALCOLM  P. BURKE is the founder, and since 1998 has been the president and
chief  executive  officer,  of  Primary  Ventures  Corp.,  a  Vancouver, British
Columbia  company  providing  financial  and  strategic  consulting  services to
start-up  companies.  He  also  is president of Sopio Investments Ltd., a family
holding  company.  From 1992 to 1998 Mr. Burke was president and chief executive
officer  of Interactive Entertainment Limited, an NASD Small Cap Market company.

     RONALD  P.  ERICKSON  has served as a director and senior executive officer
(currently chairman of the board of directors) of eCharge Corporation, a Seattle
based  provider of Internet billing solutions, since October 1997.  From January
1996  through  August  1998, Mr. Erickson was chairman of the board of directors
and  chief  executive  officer  of  GlobalTel  Resources, Inc., an international
provider of telecommunications services, messaging and intranet solutions.  From
September  1994  to  January  1996,  Mr.  Erickson  was  managing  director  of
GlobalVision  LLC,  a  consulting  firm.  Mr.  Erickson also was a co-founder of
Egghead  Software, a leading software retailer, where he was variously chairman,
vice  chairman,  president  and  chief  executive  officer  from  1992  to 1994.

     C. ROLAND HANSON is the managing member of CRH and Associates, a consulting
firm  Mr.  Hanson formed in 1987, based in Redmond, Washington which specializes
in  strategic  planning  for  a  wide  range  of  business enterprises. Prior to
founding  CRH,  Mr.  Hanson served as Vice President of Corporate Communications
for Microsoft Corporation in 1983, where he developed and executed the company's
original branding strategy. Prior to Microsoft, Mr. Hanson was Vice President of
World-Wide  Marketing  for Neutrogena Corporation. Mr. Hanson serves on a number
of  advisory  boards  and is a member of the Board of Directors of Direct Focus,
Inc.  (Nasdaq:DFXI).

     HOWARD  A.  JAFFE joined the Company in October 2000 as a consultant and in
January  2001  as  the  Chief  Operating  and Financial Officer.  Mr. Jaffe is a
business  and  financial professional with substantial experience in mergers and
acquisitions and other capital market transactions.  During the prior five years
Mr.  Jaffe  was  the  Executive Vice President and Chief Financial Officer of MB
Financial  and  Manufacturers  Bank,  a  $1.4  billion  financial  institution.


     EXECUTIVE  OFFICERS

     The  following  contains  certain  information  regarding  key  officers of
subsidiaries  who  are  not  directors  of  the  Company.

     DANIEL  KEHOE  (UltraCard)  has held the position of President and director
of  UltraCard  Inc.  since  1997.  Prior  thereto,  from  1994 to 1997 Mr. Kehoe
operated  as  an  independent  consultant  to  various  technology  companies
specializing  in  strategic  business  development.  Mr. Kehoe has a degree from
Northwestern  School  of  Law.

     JOHN  A.  FRENCH  (cQue)  has  been the President of cQue Corporation since
1996,  a  subsidiary  of  Upgrade  which  specializes  in  the  development  and
implementation of online Web Access software products for instant data retrieval
featuring  the latest products in IT technology, including the smart card. Prior
to  that  Mr. French worked as a business consultant with Horizon Resources/2000
specializing  in  the  software  and  smartcard  development  business.

     MARCO GARIBALDI (Rockster, Transaction In-Process) has been involved in the
technology  business  his  whole  professional career. He received his degree in
computer  sciences  in  1974.  Mr.  Garibaldi  worked  with  Burroughs Worldwide
Business  Machines  and  Host International holding a succession of programming,
technical and financial positions. Later, Mr. Garibaldi founded InterComm, Inc.,
a  think-tank  company,  (which  developed  the  online shopping cart, bookstore
online, the auction server, just to name a few) where he served as President and



CEO.  Mr.  Garibaldi  later joined Maximum Precision, an aerospace manufacturing
company, where during his tenure served as President and CEO. Mr. Garibaldi left
Maximum  Precession  to  commence  operations  at  Rockster.

     Upgrade  is  not  aware  of  any arrangements or understandings pursuant to
which  its directors or executive officers are nominated or selected, other than
arrangements  or  understandings  with  directors  or officers of Upgrade acting
solely  in  their  capacities  as  such.


MEETINGS  AND  COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     THE  COMPANY.  The  Company's  Board  of  Directors  has standing Audit and
Compensation  Policy  Committees.

     During  2001,  the  Board  of  Directors  of the Company met twice times in
formal  meetings  and  issued  consents to Company action a number of times.  No
director  nominee or standing director of the Company attended fewer than 75% of
the total number of board and committee meetings held by the Board of Directors.

     The  entire Board of Directors acts as a nominating committee for selecting
nominees  for  election as directors. While the Board of Directors will consider
nominees  recommended by stockholders, the Board has not actively solicited such
nominations.  Pursuant  to  the  Company's  Bylaws,  nominations by stockholders
generally  must be delivered in writing to the Secretary of the Company at least
30  days  prior  to  the  date  of the Meeting.  The Board of Directors met once
during  2001  in  its  capacity  as  a  nominating  committee.

     The  Audit  Committee  is responsible for recommending the selection of the
independent auditors of the Company and meeting with the independent auditors to
outline  the  scope  and  review  the  results  of  the  annual audit. The Audit
Committee  also  meets  with the Company's internal auditor on a periodic basis.
The  Audit  Committee  is  comprised of Directors Erickson (Chairman) and Burke.
This  committee  held  two  meetings  during  2001.

     The  Compensation  Policy  Committee  is  responsible  for  the  design and
administration  of  the overall compensation program. In addition, the committee
reviews  and  approves  all  executive  officers'  compensation plans, evaluates
executive  performance,  grants  awards  under the Omnibus Stock Option Plan and
considers  other  related  matters.  The  Compensation Policy Committee includes
Directors  Burke  (Chairman)  and Erickson The Compensation Policy Committee met
twice  during  2001.


DIRECTOR  COMPENSATION

     For  2001,  the  Board  of  Directors  approved  a  fee  schedule  for  its
non-employee  directors.  The  fee  schedule  is  detailed  as  follows:

Annual Compensation                                                      $12,500
Attendance at Board Meetings                                              $2,000
Annual Compensation for Committee Chairmanship                            $2,500
Attendance at Committee Meetings                                         $11,000

     Directors  at  their  option  can  defer  their  fees  into  the  deferred
compensation  plan. Also, the non-employee directors have received stock options
at  market  for their services. Additionally, directors are reimbursed for their
out-of-pocket  expenses  related  to  their  attendance  at  Board  or Committee
meetings.


EXECUTIVE  COMPENSATION

     The  following  table sets forth information concerning the compensation of
the  Named  Officers  for  services  in  all  capacities  to  the Company or its
subsidiaries  for  the  years  ended  September  30,  2001,  2000  and  1999.





                                      SUMMARY COMPENSATION TABLE

              NAME AND                FISCAL         ANNUAL           LONG TERM COMPENSATION       ALL OTHER
         PRINCIPAL POSITION            YEAR      COMPENSATION                 AWARDS            COMPENSATION($)
------------------------------------  ------  ------------------  ----------------------------  ---------------
                                                                                      OPTIONS/
                                               SALARY     BONUS    RESTRICTED STOCK   WARRANTS
                                               ($)(2)    ($)(3)     AWARD(S)($)(4)     (#)(5)
                                              --------  --------  -----------------  ---------
                                                                              
Daniel S. Bland                         2001  $250,000  $125,000  $               -    250,000                -
President and Chief Executive           2000   175,000         -                  -          -                -
Officer                                 1999   115,000         -                  -  1,750,000                -

Howard A. Jaffe (1)                     2001  $250,000  $125,000  $               -    905,000                -
Executive Vice President and            2000         -         -                  -          -                -
Chief Operating & Financial Officer     1999         -         -                  -          -                -


_________
(1)     Mr.  Jaffe  was  hired  as  a  consultant  in October 2000 and as an executive officer in January 2001.
(2)     Salary  for  2001  represents  amount  accrued,  but  unpaid.
(3)     Payment  for bonuses awarded may be received in cash or stock (at $1.00 per share) at the discretion of
        the  recipient.  Election  must  be  made  prior  to  September  30,  2002.
(4)     Represents  restricted  stock  issued.
(5)     Represents  warrants,  or  incentive  and non-qualified stock options granted pursuant to the Company's
        Stock Option Plans. All options were granted at or above the market price of the stock on the date of
        the grant and  vest  up  to  three  years.


STOCK  OPTION  GRANTS  IN  FISCAL  YEAR  2001

     The  following  table  sets forth certain information with respect to stock
options  granted  to  the Named Officers during  the fiscal year ended September
30,  2001.

     In  addition  to  providing  the  number  of options granted in the Summary
Compensation  Table,  the  following  table  discloses  the  range  of potential
realizable values at various assumed appreciation rates. The table discloses for
the  Chief  Executive Officer and other Named Officers the gain or "spread" that
would  be  realized at the end of the option term for the options granted during
2001,  if  the  price of the Common Stock appreciates annually by the percentage
levels  indicated  from  the  market  price  on  the  date  of  grant.



                                     % OF TOTAL
                                       OPTIONS
                                     GRANTED TO                          POTENTIAL REALIZABLE VALUE AT
                                      EMPLOYEES   EXERCISE                  ASSUMED ANNUAL RATES OF
                            OPTIONS  IN  FISCAL  PRICE PER  EXPIRATION    STOCK PRICE APPRECIATION FOR
            NAME            GRANTED    2001(1)     SHARE       DATE               OPTION TERM
--------------------------  -------  ----------  ----------  --------  --------------------------------
                                                                            5.00%           10.00%
                                                                       ---------------  ---------------
                                                                      
Daniel S. Bland             250,000       20.4%  $     3.19  04/02/11             -0-   $       10,000
Howard A. Jaffe (2 Grants)  400,000       32.6%  $     2.50  10/25/10             -0-   $      292,000
                            100,000        8.2%  $     3.19  04/02/11             -0-   $        4,000


OPTION  EXERCISES,  HOLDINGS  AND  VALUES  TABLE

     The  following  table  sets forth information with respect to shares of the
Common  Stock  acquired in 2001 through the exercise of stock options, including
the value realized upon the exercise, and the value of all stock options held at
September  30,  2001.





                   SHARES                         NUMBER OF              VALUE OF UNEXERCISED
                  ACQUIRED     VALUE        UNEXERCISED OPTIONS        "IN-THE-MONEY" OPTIONS
      NAME       ON EXERCISE  REALIZED     AT SEPTEMBER 30, 2001      AT SEPTEMBER 30, 2001 (1)
---------------  -----------  --------  --------------------------  ----------------------------
                                        EXERCISABLE  UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
                                        -----------  -------------  ------------  --------------
                                                                
Daniel S. Bland          -0-       -0-    1,200,000            -0-  $    672,000  $          -0-
Howard A. Jaffe          -0-       -0-      500,000            -0-           -0-             -0-


__________
(1)     Represents the difference between the closing price of the Common Stock on September 30,
        2001  ($1.37  per  share)  and  the  exercise  price  of  the  stock  options.




COMPENSATION  POLICY  COMMITTEE  REPORT  ON  EXECUTIVE  COMPENSATION

     Under  rules established by the Securities and Exchange Commission ("SEC"),
the Company is required to provide certain data and information in regard to the
compensation  and benefits provided to the Company's Chief Executive Officer and
other  executive  officers  of  the Company. The disclosure requirements for the
Chief  Executive  Officer and other executive officers include the use of tables
and  a  report  explaining  the  rationale  for  and  considerations that led to
fundamental  executive  compensation  decisions  affecting those individuals. In
fulfillment  of this requirement, the Compensation Policy Committee of the Bank,
at  the  direction  of the Board of Directors, has prepared the following report
for  inclusion  in  this  Proxy  Statement.

     GENERAL.  The  Board  of  Directors  of  the  Company  delegated  to  the
Compensation  Policy  Committee  the responsibility and authority to oversee the
general  compensation  policies  of the Company, to establish compensation plans
and  specific  compensation  levels  for  executive  officers, and to review the
recommendations  of  management for compensation and benefits for other officers
and  employees  of  the  Company.  The Compensation Policy Committee is composed
solely  of  independent  outside  directors.

     The  Compensation  Policy  Committee  has adopted an executive compensation
program  designed  to:  (i)  offer competitive compensation packages in order to
attract,  motivate,  retain  and  reward  those  key  executive officers who are
crucial  to  the  long-term success of the Company; (ii) establish a direct link
between  executive  compensation  and  annual  and  long-term performance of the
Company;  and  (iii)  encourage  decision-making  that  maximizes  long-term
shareholder  value.  The  Compensation  Policy  Committee's primary compensation
objective is to ensure that such compensation be tied to the achievement of both
short  term and longer term goals and objectives established in conjunction with
the  Company's  planning  process.

     Executive  Compensation  Policy.  The  compensation package provided to the
executive  officers  of  the  Company is composed principally of base salary, an
annual  incentive  bonus  and  awards  under  the  Company's equity based plans.
Executive  officers  also  participate  in  other benefit plans available to all
eligible  employees.

     Base  Salary.  It  is  the  policy  of the Compensation Policy Committee to
annually review executive compensation packages, including base salaries paid or
proposed  to  be  paid,  with compensation packages and base salaries offered by
other  technology-based  companies.  This  information is primarily derived from
third  party sources and company proxy statements that provide compensation data
and  analysis  from  other  publicly held companies. Specific factors considered
include  the  level  of  responsibility  delegated  to a particular officer, the
complexity  of the job being evaluated, the position's impact on both short term
and  long  term corporate goals and objectives, the expertise and skill level of
the individual under consideration, the degree to which the officer has achieved
his  management  objectives  for  the  plan  year, his ability to attract highly
skilled  individuals  to  the  Company  and the officer's overall performance in
managing  his  area  of  responsibility.  The  Compensation  Policy  Committee's
decisions  are  discretionary  and  no  quantifiable formula or weighting of the
above  mentioned  factors  are  utilized  in  the  decision  making  process.

     Incentive  Bonus Awards.  The annual incentive bonus is designed to provide
that  a  substantial  portion  of  each  executive  officer's total compensation
remains  variable.  The  purpose  of the incentive plan is to more closely align
executive  performance  to  the  annual  and  long-term  financial and operating
performance of the Company and to reward officers for the achievement of certain
specified  goals  and  objectives.



     Benefit  Plans.  The Compensation Policy Committee's policy with respect to
employee  benefit  plans  is to provide competitive benefits to employees of the
Company,  including  its executive officers. Additionally, the Omnibus Incentive
Plan  will  provide  employees, including executive officers, with an additional
equity-based incentive to maximize long-term shareholder value. The Compensation
Policy  Committee  believes  that  a  competitive  employee  benefit  package is
essential  to  achieving  the goals of attracting and retaining highly qualified
employees.

     CHIEF  EXECUTIVE  OFFICER.  The  base  salary  paid to the Daniel S. Bland,
Chief  Executive  Officer of the Company for 2001 was increased to $250,000.  In
examining  the  base  compensation  of  other executives among other development
stage  companies, along with companies at similar stages in its development, the
Compensation  Policy  Committee  felt  the  compensation  level  was  proper and
consistent  with  these  other  businesses.

     The majority of Mr. Bland's compensation is tied to options issued upon the
Company's  omnibus  stock  option plan and warrants to purchase shares of stock.
In this position where a key component of Mr. Bland's wealth and compensation is
directly  tied  to  the  performance  of  the  Company's  stock.  Therefore, his
interests  are  closely  aligned  with  that  of  the  stockholders.


                                   Malcolm  P.  Burke
                                   Chairman of the Compensation Policy Committee

                                   Ronald  P.  Erickson


AUDIT  COMMITTEE  REPORT

     Under  guideline  established  by  the  Securities  and Exchange Commission
("SEC"),  the Company has expanded the responsibilities for its Audit Committee.
Included  in  the  guideline is the establishment of a charter which details the
responsibilities for the Audit Committee.  The Company's Audit Committee Charter
was  adopted  by  the  Board  of  Directors  during 2000 and was disseminated to
shareholders  previously.

     The  Audit  Committee  reviewed  and discussed with Grant Thornton LLP, the
Company's independent auditors, who are responsible for expressing an opinion on
the  conformity  of  those  audited financial statements with generally accepted
accounting  principles,  the  matters  required  to  be discussed with the Audit
Committee  under  generally  accepted auditing standards (including Statement on
Auditing  Standards No. 61). In addition, the Audit Committee has discussed with
the  independent  auditors  the  auditors'  independence from management and the
Company,  including  the  matters  in  the  written  disclosures required by the
Independence  Standards  Board  Standard  No.  1.

     The  Audit Committee has also considered whether the provision of non-audit
services by Grant Thornton LLP is compatible with their independence.  The Audit
Committee  discussed  with  the Company's independent auditors the overall scope
and  plans  for  their  audit.  The  Audit  Committee  met  with the independent
auditors,  with  and without management present, to discuss the results of their
examinations,  their  evaluations  of  the  Company's internal controls, and the
overall  quality  of  the  Company's  financial  reporting.

     In  reliance  on  the  reviews and discussions referred to above, the Audit
Committee  recommended  to  the  Board  of  Directors that the audited financial
statements  be  included  in  the  Annual Report on Form 10-K for the year ended
September  30,  2001 for filing with the Securities and Exchange Commission. The
Committee  also  recommended the reappointment, subject to shareholder approval,
of  the  independent  auditors  and  the Board concurred in such recommendation.

                                   The  Audit  Committee  of
                                   the  Board  of  Directors


                                   Ronald P. Erickson
                                   Chairman of the Audit Committee
                                   ---------------------------------------
                                   Malcolm P. Burke



CERTAIN  TRANSACTIONS

     Under  the  rules  of  the  SEC  Mr.  Bland is considered a promoter of the
Company.

     On  October  10,  1997,  UltraCard  licensed  the  rights to two technology
patents  from  CardTech,  Inc. (CardTech). UltraCard's President Daniel Kehoe is
also  the  controlling stockholder of CardTech. The license agreement terminates
upon  the  expiration  of the last licensed patent. Because the agreement covers
any  new  patent  applications filed in conjunction with the original technology
patents,  the  agreement  does  not  have  a  definite  expiration  date.

     As  of  September  30,  2001,  UltraCard's  remaining commitments under the
license  agreement  are  summarized  as  follows:

     -    An  earned  royalty  fee  of  5%  of the gross proceeds generated from
sales,  leases  or  other  distributions  of products incorporating the CardTech
technology.  The  minimum annual royalty fee is payable at $650,000 per calendar
year  through  2009.

     -    A  capital  fee  equal  to 12.5% of all equity capital invested in the
UltraCard  until  such  time that CardTech has received a total of $3,000,000 in
such  fees.  The  maximum  remaining  amount  of  the  commitment is $1,990,187.

     Royalty  fees  are  due on January 1 of each calendar year. As of September
30,  2001,  $1,300,000  for  both  the  calendar year 2000 and 2001 royalty fees
remained unpaid, causing UltraCard to be past due on the agreement. Cardtech has
deferred  the  required  payments  to  March  31,  2002.

     In  July, 2001, the Company received from its President and Chief Executive
Officer,  Daniel  S.  Bland,  funds in the amount of $1,210,000 as a loan to the
company.  The Company's Board of Directors as of November 1, 2001, converted the
$1,210,000 loan into equity by issuing 2,000,000 shares of common stock to Bland
in  full  satisfaction  of the company's loan obligation to him. As part of this
transaction,  Upgrade  assumed  the  obligations  of  Bland,  as borrower, under
Bland's  loan  agreements  with  International  Mercantile  Holding  Group, Inc.
(IMHG),  the  original  lender  of  the  funds.  Under  the  terms  of  the loan
agreements, repayment of the loan amount is secured by collateral in the form of
2,000,000 shares of Upgrade, which have been pledged by Bland to IMHG, which are
now  assigned  to  the  Company.  Upon  repayment  of the loan and return of the
collateral, Upgrade intends to cancel the 2,000,000 shares of stock. The term of
the  loan  is  five  years.



              AMENDMENT TO THE ARTICLES OF INCORPORATION OF UPGRADE
                           INTERNATIONAL CORPORATION.


     The Company's Articles of Incorporation currently authorize the issuance of
up  to  100,000,000  shares  of  common stock and 20,000,000 shares of preferred
stock.  As  of  February  15,  2002, the Company had 42,412,025 shares of common
stock  outstanding,  and  no  shares of preferred stock outstanding. The Company
proposes  to  increase the authorized common stock to 250,000,000 shares and the
preferred  stock to100,000,000 shares.  The purpose of the proposed amendment is
to  authorize  capital that will permit the Company to use its equity securities
to  further  its  business  plans.  This  will  ensure  that  the Company has an
adequate  amount  of stock authorized to raise capital, acquire other businesses
or issue stock as partial compensation for business transactions. In addition to
the  increase  in  authorized  stock,  the  Company  proposes to add a provision
enabling  the Board of Directors to establish classes and series of common stock
with  separate  rights and preferences to that of other common stock.  The Board
currently  has  the  authority  to  establish  the  designation,  preferences,
limitations and relative rights of the shares of preferred stock.  The effect of
granting  this  power  with  respect  to  the common stock provides the Board of
Directors  with  a  mechanism  for establishing a separate class of common stock
with  different  rights which may facilitate raising capital in markets to which
the  Company  has historically not had access.  The issuance of either common or
preferred  stock  may  dilute  stock  ownership  of  holders of common stock and
thereby  reduce  their voting power and reduce their rights to the net assets of
the  Company  upon  dissolution.

     The  Board  of  Directors  recommends  that  the  stockholders  approve  an
amendment  to the Amended and Restated Articles of Incorporation by adopting the
following  resolutions:

     BE  IT  RESOLVED, that Article II, Section 2.1 of the Corporation's Amended
and Restated Articles of Incorporation is hereby amended to read in its entirety
as  follows:

          2.1.   AUTHORIZED  CAPITAL

          The  total  number  of  shares  that this corporation is authorized to
     issue  is  350,000,000  consisting  of  250,000,000  shares of Common Stock
     having a par value of $0.0001 per share and 100,000,000 shares of Preferred
     Stock  having a par value of $0.0001 per share. The Common Stock is subject
     to  the  rights  and  preferences  of  the  Preferred  Stock.

     RESOLVED  FURTHER,  that  a  new  Section  2.2  shall  be  added  to  the
Corporation's  Amended and Restated Articles to read in its entirety as follows:

          2.2.   ISSUANCE  OF  COMMON  STOCK  BY  CLASS  AND  IN  SERIES

          Common  Stock  may  be issued from time to time in one or more classes
     and  one  or more series within such classes in any manner permitted by law
     and  the  provisions of these Articles of Incorporation, as determined from
     time  to  time  by  the  Board of Directors and stated in the resolution or
     resolutions  providing  for  its  issuance,  prior  to  the issuance of any
     shares.  The  Board  of  Directors  shall  have  the  authority  to fix and
     determine  and  to  amend  the  designation,  preferences,  limitations and
     relative  rights of the shares (including, without limitation, such matters
     as  dividends, redemption, liquidation, conversion and voting) of any class
     or  series  that  is wholly unissued or to be established. Unless otherwise
     specifically  provided  in the resolution establishing any class or series,
     the Board of Directors shall further have the authority, after the issuance
     of shares of a class or series whose number it has designated, to amend the
     resolution  establishing  such  class  or  series to decrease the number of
     shares  of that class or series, but not below the number of shares of such
     class  or  series  then  outstanding.

     RESOLVED FURTHER, that the old Section 2.2 shall be renumbered accordingly.



             THE UPGRADE BOARD RECOMMENDS THAT UPGRADE STOCKHOLDERS
                      VOTE FOR APPROVAL OF THE AMENDMENT.


            AMENDMENT TO THE OMNIBUS STOCK OPTION PLAN, AS AMENDED OF
                       UPGRADE INTERNATIONAL CORPORATION.

     The  purpose  of  the  Company's  Omnibus  Stock  Option (the "Plan") is to
provide a means by which the Company may attract, reward, and retain services or
advice  of  current  or future employees, officers, directors, and agents of the
Company  and  to provide added incentives to them by encouraging stock ownership
in  the  Company. Shareholder approval is required to amend the plan to increase
the  maximum aggregate number of common shares of the Company issuable under the
Plan.

     The  Company's  Board  of Directors believes that the Company's performance
and  growth  is  dependent upon ensuring the best possible management. The Board
further  believes  that the Plans will encourage equity ownership in the Company
by  key  employees and to also attract new members to its Board of Directors who
can  contribute to the Company and in turn provide such individuals with further
incentive  and  motivation  to perform in the best interests of the Company, its
customers,  and  its  stockholders and will aid in attracting and retaining high
quality  employees and Board Members. Without approval of the proposed amendment
to  reserve  additional  shares for issuance, the Company will soon be unable to
make awards under the Plan. Previously, the shareholders approved shares for the
Omnibus  plan  at  just under 5% of the authorized common shares of the Company.
The  Board  of  Directors  anticipates  that  the  shareholders will approve the
proposal  to  increase  the  Company's  authorized  common  stock at this Annual
Meeting.  The  Board  of  Directors  therefore  recommends that the stockholders
approve  a  commensurate increase in the number of shares available for issuance
under  the  Plan from 4,800,000 shares (4.8% of the authorized common shares) to
12,000,000  (the  same  4.8%  of  the  authorized common shares) by adopting the
following  resolution:

     BE IT RESOLVED, that Article 4, Section 4.1 shall be amended to read in its
   entirety  as  follows:

          4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
          herein,  the total number of Shares available for grant under the Plan
          may  not  exceed 12,000,000. These Shares may be either authorized but
          unissued,  or  Shares  that  have  been reacquired by the Company. The
          grant  of  an Option, Stock Appreciation Right, Restricted Stock Award
          or Performance Award shall reduce the Shares available for grant under
          the  Plan  by  the  number  of  Shares  subject  to  such  Award.

     RESOLVED FURTHER, that any one director or senior officer of the Company be
   authorized to take any steps and execute any documents as may be necessary to
   give  effect  to  the  amendment  to  the  Plan.

             THE UPGRADE BOARD RECOMMENDS THAT UPGRADE STOCKHOLDERS
                    VOTE FOR APPROVAL OF THE PLAN AMENDMENT.


               ADOPTION OF THE NONCONTRIBUATORY UNFUNDED DEFERRED
                                COMPENSATION PLAN

     The  purpose  of the Noncontributory Unfunded Deferred Compensation Plan is
to permit Executive Officers, Directors, or other agents of the Company to defer
a  portion of their salary or fee into a tax deferred vehicle.  Participation in
the  plan  is  solely  upon  the  discretion  of  those eligible to participate.
Currently,  participants  in  the  plan receive no contribution from the Company
based  upon  their  election  to  participate.  The Plan is overseen by Trustees
appointed  by  the  Company's  Board  of Directors.  Assets held in the plan are
subject to creditors of the Company in the event of bankruptcy.  A complete copy
of  the  plan  is  attached  to  this  proxy  as  exhibit  "A".

     THE UPGRADE BOARD RECOMMENDS THAT UPGRADE STOCKHOLDERS VOTE FOR APPROVAL OF
THE  NONCONTRIBUTORY  UNFUNDED  DEFERRED  COMPENSATION  PLAN.



                         INDEPENDENT PUBLIC ACCOUNTANTS

     Grant  Thornton,  LLP  ("Grant  Thornton"),  independent  certified  public
accountants,  have  been selected by the Board of Directors to continue to serve
the  Company  in  that  capacity  for  2001,  subject  to  ratification  by  the
stockholders.  Representatives  of  Grant Thornton are expected to be present at
the  Meeting  and  can  make a statement should they desire to do so and will be
available  to  respond  to  appropriate  questions  from  stockholders.

     Grant  Thornton continues to perform audit professional services for and on
behalf  of  the  Company.  During 2001, Grant Thornton's audit services included
examination of the consolidated financial statements of the Company, examination
of the financial statements of subsidiaries and a review of certain filings with
the  Securities and Exchange Commission. Grant Thornton's unqualified opinion of
the  consolidated  financial  statements,  along with the consolidated financial
statements  of the Company, are enclosed in the mailing of this Proxy Statement.

THE  UPGRADE BOARD RECOMMENDS THAT UPGRADE STOCKHOLDERS VOTE FOR APPROVAL OF THE
APPOINTMENT  OF  GRANT THORNTON LLP AS INDEPENDENT CERTIFIED  PUBLIC ACCOUNTANTS
OF  THE  COMPANY.


                              STOCKHOLDER PROPOSALS

     In  order to be eligible for inclusion in the Company's proxy materials for
the next Annual Meeting of Stockholders, any stockholder proposal to take action
at  such meeting must be received by the Company prior to October 31, 2002.  Any
such  proposal  shall  be subject to the requirements of the proxy rules adopted
under  the  Exchange  Act.


                                  OTHER MATTERS

     The  Board  of  Directors  is  not  aware  of  any  business to be properly
presented  at the Meeting other than those matters described above in this Proxy
Statement. However, if any other matter should properly come before the Meeting,
it  is  intended  that  holders of the proxies will act in accordance with their
best  judgment.

     The  cost  of  solicitation  of  proxies will be borne by the Company.  The
Company  will  reimburse  brokerage  firms  and  other  custodians, nominees and
fiduciaries  for reasonable expenses incurred by them in sending proxy materials
to  the  beneficial owners of Common Stock. In addition to solicitation by mail,
directors,  officers and employees of the Company may solicit proxies personally
or  by  telegraph  or  telephone  without  additional  compensation.


                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

     Upgrade  files  reports,  proxy  statements  and other information with the
Commission  under  the  Exchange  Act.  You  may  read  this  information at the
Commission's  Public  Reference  Room  located  at  450  Fifth  Street,  N.W.
Room  1024,  Washington,  D.C.  20549.  You  may  also  obtain  copies  of  this
information  by  mail  from  the Public Reference Section of the Commission, 450
Fifth  Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The
public  may  obtain information on the operation of the Public Reference Room by
calling  the  Commission  at  1-800-SEC-0330.  The  Commission also maintains an
Internet  world  wide web site that contains reports, proxy statements and other
information  about  issuers,  like  Upgrade,  who  file  electronically with the
Commission.  The  address  of  that  site  is  http://www.sec.gov.

     The  Commission  allows  Upgrade  to "incorporate by reference" information
into  this  Proxy  Statement/Prospectus.  This  means  that Upgrade can disclose
important  information  to  you  by  referring  you  to  another  document filed
separately  with  the  Commission.  The information incorporated by reference is



considered  to  be  a  part  of  this Proxy Statement/Prospectus, except for any
information  that  other  information  included  directly  in  this  document
supersedes.

     You  can  obtain  any  of  the  documents incorporated by reference in this
document  through  Upgrade  or  from the Commission through the Commission's web
site  at  the  address  described above. Documents incorporated by reference are
available from Upgrade without charge, excluding any exhibits to those documents
unless  the  exhibit  is specifically incorporated by reference as an exhibit in
this  Proxy  Statement/Prospectus.  You  can  obtain  documents  incorporated by
reference in this Proxy Statement/Prospectus by requesting them in writing or by
telephone  from  Upgrade  at  the  following  address:

                        Upgrade International Corporation
                              1411 - Fourth Avenue
                                    Suite 629
                               Seattle, WA   98101
                                 (206) 903-3116
                           Attention: Howard A. Jaffe

     If  you  would like to request documents, please do so by March 15, 2002 to
receive  them  before  the  Annual  Meeting.   If  you  request any incorporated
documents  from  us,  we  will  mail them to you by first class mail, or another
equally  prompt  means,  within  one business day after we receive your request.

     We  have  not  authorized  anyone  to  give  any  information  or  make any
representation about our Company that is different from, or in addition to, that
contained  in this Proxy Statement/Prospectus or in any of the materials that we
have  incorporated  into  this  document.  Therefore,  if  anyone  does give you
information  of  this sort, you should not rely on it. The information contained
in  this  document  speaks  only  as  of  the  date  of this document unless the
information  specifically  indicates  that  another  date  applies.


By Order of the Board of Directors

/S/

Daniel  S.  Bland
President and Chief Executive Officer


Seattle, Washington
February 28, 2002



                                  EXHIBIT "A"




                        UPGRADE INTERNATIONAL CORPORATION



                      UNFUNDED DEFERRED COMPENSATION PLAN



                       UPGRADE INTERNATIONAL  CORPORATION

                           DEFERRED COMPENSATION PLAN

                      AS STATED EFFECTIVE NOVEMBER  1, 2001

                                     PURPOSE
                                     -------

     The purpose of this Plan is to provide specified benefits to a select group
of  management,  highly  compensated  employees,  directors,  and  agents  who
facilitate  raising  capital  and contribute materially to the continued growth,
development and future business success of Upgrade International,  and its other
subsidiaries,  if  any, that sponsor this Plan.  This Plan shall be unfunded for
tax  purposes  and  for  purposes  of  Title  I  of  ERISA.


                                   ARTICLE  I
                                  DEFINITIONS
                                  -----------

     For  purposes  of  this  Plan,  unless  otherwise clearly apparent from the
context,  the  following  phrases  or  terms  shall have the following indicated
meanings:

     "Account  Balance"  shall  mean, with respect to a Participant, a credit on
     ------------------
     the  records  of  the  Employer  equal to the Deferral Account balance. The
     Account  Balance,  and  each  other  specified  account balance, shall be a
     bookkeeping  entry  only  and  shall be utilized solely as a device for the
     measurement  and  determination of the amounts to be paid to a Participant,
     or  his  or  her  designated  Beneficiary,  pursuant  to  this  Plan.

     "Annual  Bonus"  shall  mean  any  compensation, in addition to Base Annual
     ---------------
     Salary  relating to services performed during any calendar year, whether or
     not  paid  in such calendar year or included on the Federal Income Tax Form
     W-2  for  such calendar year, payable to a Participant as an Employee under
     any  Employer's  annual  bonus  and  cash  incentive plans, excluding stock
     options.

     "Annual  Deferral  Amount"  shall mean that portion of a Participant's Base
     --------------------------
     Annual  Salary,  Annual  Bonus,  Director's Compensation and "finder's fees
     related  to  financings that a Participant elects to have, and is deferred,
     in  accordance  with  Article  3,  for any one Plan Year. In the event of a
     Participant's Retirement, Disability (if deferrals cease in accordance with
     Section  8.1),  death  or a Termination of Employment prior to the end of a
     Plan  Year,  such  year's Annual Deferral Amount shall be the actual amount
     withheld  prior  to  such  event.

     "Base  Annual  Salary"  shall mean the annual cash compensation relating to
     ----------------------
     services  performed by an Employee during any calendar year, whether or not
     paid  in  such calendar year or included on the Federal Income Tax Form W-2
     for  such  calendar  year, excluding bonuses, commissions, overtime, fringe
     benefits,  stock  options,  relocation  expenses,  incentive  payments,
     non-monetary  awards,  and other fees, automobile and other allowances paid
     to  a  Participant  for  employment  services rendered (whether or not such
     allowances are included in the Employee's gross income). Base Annual Salary
     shall  be calculated before reduction for compensation voluntarily deferred
     or  contributed  by  the  Participant  pursuant  to  all  qualified  or
     non-qualified  plans  of  any  Employer  and shall be calculated to include
     amounts not otherwise included in the Participant's gross income under Code
     Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by
     any  Employer; provided, however, that all such amounts will be included in
     compensation  only  to  the  extent  that, had there been no such plan, the
     amount  would  have  been  payable  in  cash  to  the  Employee.

     "Beneficiary"  shall  mean  one or more persons, estates or other entities,
     -------------
     designated  in  accordance  with  Article  9,  that are entitled to receive
     benefits  under  this  Plan  upon  the  death  of  a  Participant.


                                        1

     "Beneficiary Designation Form" shall mean the form established from time to
     ------------------------------
     time  by  the  Committee that a Participant completes, signs and returns to
     the  Committee  to  designate  one  or  more  Beneficiaries.

     "Board"  shall  mean  the  board  of  directors  of  the  Company.
     -------

     "Change  in  Control" shall mean the first to occur of any of the following
     ---------------------
     events:

     (a)  Any  "person"  (as that term is used in Section 13 and 14(d)(2) of the
          Securities  Exchange  Act  of  1934  (the "Exchange Act")) becomes the
          beneficial  owner  (as  that  term  is  used  in  Section 13(d) of the
          Exchange Act), directly or indirectly, of 50% or more of the Company's
          capital  stock  entitled  to  vote  in  the  election  of  directors;

     (b)  During  any  period  of  not  more  than  two  consecutive  years, not
          including  any  period prior to the adoption of this Plan, individuals
          who  at the beginning of such period constitute the board of directors
          of the Company, and any new director (other than a director designated
          by  a  person  who  has  entered into an agreement with the Company to
          effect  a transaction described in clause (a), (c), (d) or (e) herein)
          whose election by the board of directors or nomination for election by
          the  Company's  stockholders  was  approved  by  a  vote  of  at least
          three-fourths (3/4ths) of the directors then in office who either were
          directors  at  the  beginning  of  the  period  or  whose  election or
          nomination  for  election  was  previously  so approved, cease for any
          reason  to  constitute  at  least  a  majority  thereof;

     (c)  The shareholders of the Company approve any consolidation or merger of
          the  Company,  other  than a consolidation or merger of the Company in
          which the holders of the common stock of the Company immediately prior
          to  the consolidation or merger hold more than 50% of the common stock
          of  the  surviving  corporation immediately after the consolidation or
          merger;

     (d)  The  Shareholders  of the Company approve any plan or proposal for the
          liquidation  or  dissolution  of  the  Company;  or

     (e)  The Shareholders of the Company approve the sale or transfer of all or
          substantially all of the assets of the Company to parties that are not
          within a "controlled group of corporation"( as defined in Code Section
          1563)  in  which  the  Company  is  a  member.

     "Claimant"  shall  have  the  meaning  set  forth  in  Section  14.1.
     ----------

     "Code" shall mean the Internal Revenue Code 1986, as it may be amended from
     ------
     time  to  time.

     "Committee"  shall  mean  the  committee  described  in  Article  12.
     -----------

     "Company"  shall  mean  Upgrade  International,  a  state  of  Washington
     ---------
     Corporation, and any successor to all or substantially all of the Company's
     assets  or  business.

     "Deduction  Limitation"  shall mean the following described limitation on a
     -----------------------
     benefit  that  may otherwise be distributable pursuant to the provisions of
     this  Plan.  Except as otherwise provided, this limitation shall be applied
     to  all  distributions that are "subject to the Deduction Limitation" under
     this  Plan.  If  an  Employer determines in good faith prior to a Change in
     Control that there is a reasonable likelihood that any compensation paid to
     a Participant for a taxable year of the Employer would not be deductible by
     the  Employer solely by reason of the limitation under Code Section 162(m),
     then  to  the  extent  deemed  necessary by the Employer to ensure that the
     entire  amount of any distribution to the Participant pursuant to this Plan
     prior  the  Change  in Control is deductible, the Employer may defer all or
     any  portion  of  a  distribution  under  this  Plan.  Any amounts deferred


                                        2

     pursuant  to  this  limitation  shall  continue to be credited/debited with
     additional  amounts  in  accordance  with  Section  3.7 below, even if such
     amount  is  being  paid  out  in  installments. The amounts so deferred and
     amounts  credited thereon shall be distributed to the Participant or his or
     her  Beneficiary  (in the event of the Participant's death) at the earliest
     possible  date,  as  determined by the Employer in good faith, on which the
     deductibility  of  compensation  paid or payable to the Participant for the
     taxable year of the Employer during which the distribution is made will not
     be limited by Section 162(m), or if earlier, the effective date of a Change
     in  Control.  Notwithstanding  anything  to  the  contrary in this Plan the
     Deduction  Limitation  shall  not  apply  to any distributions made after a
     Change  in  Control.

     "Deferral  Account"  shall  mean (i) a sum of all of a Participant's Annual
     -------------------
     Deferral Amounts, (ii) the sum of Excess Matching Contributions contributed
     on behalf of the Participant, (iii) amounts credited in accordance with all
     the  applicable  crediting  provisions  of  this  Plan  that  relate to the
     Participant's  Deferral  Account,  less  (iv) all distributions made to the
     Participant  or his or her Beneficiary pursuant to this Plan that relate to
     his  or  her  Deferral  Account.

     "Director"  shall  mean  a member of the board of directors of the Company.
     ----------

     "Director's  Compensation"  shall  mean fees and other compensation payable
     --------------------------
     for  services  as  a  Director.

     "Disability"  shall  mean a period of disability during which a Participant
     ------------
     qualifies  for  permanent  disability  benefits  under  the  Participant's
     Employer's  long-term  disability  plan,  or,  if  a  Participant  does not
     participate  in  such  a  plan,  a  period  of  disability during which the
     Participant  would  have  qualified for permanent disability benefits under
     such  a  plan  had  the  Participant  been a participant in such a plan, as
     determined  in  the  sole discretion of the Committee. If the Participant's
     Employer  does  not  sponsor such a plan, or discontinues to sponsor such a
     plan,  Disability  shall  be  determined  by  the  Committee  in  its  sole
     discretion.

     "Disability  Benefit"  shall  mean  the  benefit  set  forth  in Article 8.
     ---------------------

     "Effective  Date"  shall  mean  November  1,  2001.
     -----------------

     "Election  Form"  shall  mean the form established from time to time by the
     ----------------
     Committee  that a Participant completes, signs and returns to the Committee
     to  make  an  election  under  the  Plan.

     "Employee"  shall  mean  a  person  who is classified as an employee of any
     ----------
     Employer.

     "Employer(s)" shall mean Upgrade International, and any other subsidiaries,
     -------------
     if any, that have been selected by the Board to participate in the Plan and
     have  adopted  the  Plan  as  a  sponsor.

     "ERISA"  shall mean the Employee Retirement Income Security Act of 1974, as
     -------
     it  may  be  amended  from  time  to  time.

     "Excess  Matching  Contributions" shall equal to the difference between (a)
     ---------------------------------
     and  (b)  where:

     (a)  is  the amount of Matching Contribution that would have been allocated
          for the Plan Year on behalf of the Participant under a Qualified Plan,
          except  for  the limitation imposed on such Matching Contributions for
          the  Plan  Year  by  Code  Section  415;  and

     (b)  is  the  amount of Matching Contributions actually allocated on behalf
          of  the  Participant  for  the  Plan  Year.

     "Finder's  Fee"  shall  mean  cash  and/or  stock  paid  to an agent of the
     ---------------
     Company  responsible  for  successfully  raising  working  capital  for the
     Company.


                                        3

     "Matching  Contribution"  shall  mean  a  matching contribution (within the
     ------------------------
     meaning  of  Code  Section  401(m)(4)(A))  that is allocable on behalf of a
     Participant  under  a qualified plan described in Code Section 401(a), that
     is  maintained  by  an  Employer and in which the Participant participates.

     "Monthly  installment  Method"  shall be a monthly installment payment over
     ------------------------------
     the  number  of  months selected by the Participant in accordance with this
     Plan,  calculated  as follows: The Account Balance of the Participant shall
     be  calculated as of the close of business three business days prior to the
     last business day of the month. The monthly installment shall be calculated
     by  multiplying  this balance by a fraction, the numerator of which is one,
     and  the  denominator  of which is the remaining number of monthly payments
     due  the Participant. By way of example, if a 120-month Monthly Installment
     Method  is  elected,  the  payment  shall  be 1/120 of the Account Balance,
     calculated  as  described  in  this  definition.  The  following month, the
     payment  shall  be 1/119 of the Account Balance, calculated as described in
     this  definition.  Each  monthly installment shall be paid on or as soon as
     practicable  after  the  last  business  day  of  the  applicable  month.

     "Participant"  shall  mean  any Employee or Director (i) who is selected to
     -------------
     participate  in the Plan, (ii) who elects to participate in the Plan, (iii)
     who  signs  a  Plan  Agreement and an Election Form, (iv) whose signed Plan
     Agreement,  Election  Form and Beneficiary Designation Form are accepted by
     the  Committee, (v) who commences participation in the Plan, and (vi) whose
     Plan  Agreement  has  not  terminated.  A  spouse  or  former  spouse  of a
     Participant  shall  not  be treated as a Participant in the Plan or have an
     Account  Balance  under  the Plan, even if he or she has an interest in the
     Participant's  benefits  under  the  Plan  as a result of applicable law or
     property  settlements  resulting  from  legal  separation  or  divorce.

     "Plan" shall mean this Deferred Compensation Plan, which shall be evidenced
     ------
     by  this instrument and by each Plan Agreement, as they may be amended from
     time  to  time.

     "Plan  Agreement"  shall  mean  a written agreement, as may be amended from
     -----------------
     time  to  time,  which  is  entered  into  by and between an Employer and a
     Participant.  Each  Plan  Agreement  executed  by  a  Participant  and  the
     Participant's  Employer  shall provide for the entire benefit to which such
     Participant  is entitled under the Plan; should there be more than one Plan
     Agreement,  the Plan Agreement bearing the latest date of acceptance by the
     Employer shall supersede all previous Plan Agreements in their entirety and
     shall  govern  such  entitlement.  The  terms  of any Plan Agreement may be
     different  for  any  Participant,  and  any  Plan  Agreement  may  provide
     additional  benefits  not  set  forth  in  the  Plan  or limit the benefits
     otherwise  provided  under  the  Plan;  provided,  however,  that  any such
     additional  benefits  or  benefit limitations must be agreed to by both the
     Employer  and  the  Participant

     "Plan  Year"  shall  mean  a period beginning on January 1 of each calendar
     ------------
     year  and  continuing  through  December  31  of  such  calendar  year.

     "Pre-Retirement  Survivor  Benefit"  shall  mean  the  benefit set forth in
     -----------------------------------
     Article 6.

     "Qualified  Plan" means a plan that meets the qualification requirements of
     -----------------
     Code  Section  401(a)  that  is  maintained  by  an  Employer.

     "Retirement", "Retire(s)" or "Retired" shall mean severance from employment
     --------------------------------------
     from  all  Employers for any reason other than a leave of absence, death or
     Disability  on or after the earlier of the attainment of (a) age sixty-five
     (65)  or  (b)  age  fifty-five  (55)  with  ten  (10)  Years  of  Service.

     "Retirement  Benefit"  shall  mean  the  benefit  set  forth  in Article 5.
     ---------------------

     "Short-Term  Payout"  shall  mean  the  payout  set  forth  in Section 4.1.
     --------------------

     "Termination  Benefit"  shall  mean  the  benefit  set  forth in Article 7.
     ----------------------


                                        4

     "Termination  of Employment" shall mean the severing of employment with all
     ----------------------------
     Employers  voluntarily  or  involuntarily,  for  any  reason  other  than
     Retirement,  Disability,  death  or  an  authorized  leave  of  absence.

     "Trust"  shall mean one or more trusts established pursuant to that certain
     -------
     Master  Trust Agreement, between the Company and the trustee named therein,
     as  amended  from  time  to  time.

     "Unforeseeable  Financial  Emergency" shall mean an unanticipated emergency
     -------------------------------------
     that is caused by an event beyond the control of the Participant that would
     result in severe financial hardship to the Participant resulting from (i) a
     sudden and unexpected illness or accident of the Participant or a dependent
     of  the  Participant,  (ii)  a  loss  of  the Participant's property due to
     casualty, or (iii) such other extraordinary and unforeseeable circumstances
     arising as a result of events beyond the control of the Participant, all as
     determined  in the sole discretion of the Committee. A distribution will be
     deemed  to  be  on  account  of an Unforeseeable Financial Emergency if the
     distribution  is  on  account  of:

          a)   Unreimbursed medical expenses (as defined in Code Section 213(d))
               and amounts necessary to obtain medical care for the Participant,
               the  Participant's  spouse  or  any  dependent;

          b)   the  purchase  of  the Participant's principal residence (but not
               ongoing  mortgage  payments);

          c)   tuition  and  related  educational  fees  for  the  immediately
               forthcoming  twelve (12) month period of post-secondary education
               for  the  Participant,  his  spouse  or  dependents;

          d)   the  need  to  prevent  eviction  from  or  foreclosure  on  a
               Participant's  principal  residence.


                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY
                       ----------------------------------

2.1  SELECTION BY COMMITTEE.  Participation in the Plan shall be limited to a
     ----------------------
     select  group of management. highly compensated Employees of the Employers,
     Directors  of  the  Company,  and agents of the Company who raise operating
     capital  for  the Company and its subsidiary as designated by the Committee
     in  its  sole  discretion from time to time. From that group, the Committee
     shall  select,  in  its sole discretion, Employees, Directors and agents to
     participate  in  the  Plan.

2.2  ENROLLMENT REQUIREMENTS.  As a condition to participation, each selected
     -----------------------
     Employee,  Director  or  agent  shall  complete,  execute and return to the
     Committee  a Plan Agreement, an Election Form and a Beneficiary Designation
     Form,  all within 30 days after he or she is selected to participate in the
     Plan.  In  addition,  the  Committee shall establish from time to time such
     other  enrollment  requirements as it determines in its sole discretion are
     necessary  or  appropriate.

2.3  ELIGIBILITY;  COMMENCEMENT  OF  PARTICIPATION.  Provided  an  Employee ,
     ---------------------------------------------
     Director  or  Agent  selected  to  participate  in  the  Plan  has  met all
     enrollment  requirements  set  forth  in  this  Plan  and  required  by the
     Committee,  including  returning  all  required  documents to the Committee
     within  the  specified  time period, that Employee, Director or Agent shall
     commence  participation in the Plan on the first day of the month following
     the  month  in which the Employee completes all enrollment requirements. If
     an  Employee , Director or Agent fails to meet all such requirements within
     the  period  required,  in  accordance  with  Section  2.2,  that Employee,
     Director  or  Agent  shall not be eligible to participate in the Plan until
     the  first day of the Plan Year following the delivery to and acceptance by
     the  Committee  of  the  required  documents.


                                        5

2.4  TERMINATION  OF  PARTICIPATION  AND/OR  DEFERRALS.  If  the  Committee
     -------------------------------------------------
     determines in good faith than a Participant no longer qualifies as a member
     of  a  select  group  of  management  or  highly  compensated employees, as
     membership  in such group is determined in accordance with Sections 201(2),
     301(a)(3) and 401(a)(1) of ERISA, or is no longer a Director, or Agent, the
     Committee  shall  have  the right, in its sole discretion, to (i) terminate
     any  deferral  election  the  Participant has made for the remainder of the
     Plan  Year  in  which  the  Participant's  membership  status changes, (ii)
     prevent  the Participant from making future deferral elections, (iii) cease
     making  Excess  Matching  Contributions  on  his  behalf  (other than those
     previously  declared), and/or (iv) immediately distribute the Participant's
     then  Account  Balance  as  a  Termination  Benefit  and  terminate  the
     Participant's  participation  in  the  Plan.



                                    ARTICLE 3
          DEFERRAL COMMITMENTS/MATCHING CONTRIBUTIONS/CREDITING/TAXES
          -----------------------------------------------------------

3.1  COMPENSATION  DEFERRALS.
     -----------------------

     For  each Plan Year, a Participant may elect to defer, as his or her Annual
     Deferral  Amount,  Base  Annual  Salary,  Annual  Bonus,  and/or Director's
     Compensation,  or  any Finder's Fee which may be earned as the case may be,
     such  amount  as  is  set  forth  in  the Participant's Plan Agreement with
     respect to the Plan Year. The election shall be irrevocable with respect to
     compensation  covered by the election until the end of the Plan Year. If no
     election  is  made,  the amount deferred shall be zero. Notwithstanding the
     foregoing, if a Participant first becomes a Participant after the first day
     of  a Plan Year, the maximum Annual Deferral Amount shall be limited to the
     amount of compensation not yet earned by the Participant as of the date the
     Participant submits a Plan Agreement and Election Form to the Committee for
     acceptance.

3.2  DISCRETIONARY  MATCHING  CONTRIBUTIONS.
     ---------------------------------------

     With  respect  to  each Plan Year, each Employer, in its sole distribution,
     may agree to contribute on behalf of Participant who is an Employee of that
     Employer  an amount equal to the Participant's Excess Matching Contribution
     with  respect  to  the Plan Year. The Excess Matching Contribution shall be
     credited to each eligible Participant's Deferral Account as of the last day
     of  the  Plan  Year  to  which  the  Excess  Matching Contribution relates.

3.3  ELECTION  TO  DEFER;  EFFECT  OF  ELECTION  FORM;  SUSPENSION.
     --------------------------------------------------------------

     (a)  FIRST  PLAN  YEAR.  In connection with a Participant's commencement of
          -----------------
          participation  in  the Plan, the Participant shall make an irrevocable
          election  regarding  his  Annual  Deferral Amount for the Plan Year in
          which  the Participant commences participation in the Plan, along with
          such  other  elections  as  the Committee deems necessary or desirable
          under  the  Plan.  For  these elections to be valid, the Election Form
          must  be  completed and signed by the Participant, timely delivered to
          the  Committee  (in accordance with Section 2.2 above) and accepted by
          the  Committee.

     (b)  SUBSEQUENT  PLAN YEARS. For each succeeding Plan Year, the Participant
          -----------------------
          shall  make  an  irrevocable  election  regarding  his Annual Deferral
          Amount  for  that Plan Year, and such other elections as the Committee
          deems  necessary  or  desirable under the Plan. Such election shall be
          made before the end of the Plan Year preceding the Plan Year for which
          the  election  is  made,  by  means of a new Election Form. If no such
          Election Form is timely delivered for a Plan Year, the Annual Deferral
          Amount  shall be zero for that Plan Year. In the case of a deferral of
          a  Participant's Annual Bonus, the election form shall be delivered to
          the  Committee prior to the date such Annual Bonus is announced by the
          Employer.


                                        6

     (c)  SUSPENSION OF ELECTION. A Participant may suspend an election to defer
          ----------------------
          compensation  for  the  remainder  of the Plan Year by filing with the
          Committee  a  written  notice  of  the suspension, which election will
          become  effective  as  of  the  next  payroll  period.

3.4  WITHHOLDING  OF  ANNUAL  DEFERRAL AMOUNTS.  For each Plan Year, the Base
     -----------------------------------------
     Annual  Salary portion of the Annual Deferral Amount shall be withheld from
     each  regularly  scheduled  Base Annual Salary payroll in equal amounts, as
     adjusted  from  time  to  time  for  increases and decreases in Base Annual
     Salary.  The  Annual  Bonus  portion of the Annual Deferral Amount shall be
     withheld  at  the time the Annual Bonus is paid to the Participant, whether
     or not this occurs during the Plan Year itself. The Director's Compensation
     portion  of  the  Annual  Deferral Amount shall be withheld at the time the
     Director's  Compensation  is  paid  to the Participant, whether or not this
     occurs  during  the  Plan  Year.

3.5  INVESTMENT  OF  TRUST  ASSETS.  The  Trustee  of  the  Trust  shall  be
     -----------------------------
     authorized,  upon  written  instructions  received  from  the  Committee or
     investment  manager  appointed by the Committee, to invest and reinvest the
     assets  of  the  Trust  in  accordance with the applicable Trust Agreement,
     including  the disposition of stock and reinvestment of the proceeds in one
     or  more  investment  vehicles  designated  by  the  Committee.

3.6  VESTING.  A  Participant shall at all times be 100% vested in his or her
     -------
     Deferral  Account.

3.7  CREDITING/DEBITING OF ACCOUNT BALANCES.  In accordance with, and subject
     --------------------------------------
     to,  the rules and procedures that are established from time to time by the
     Committee,  in its sole discretion, amounts shall be credited or debited to
     a  Participant's  Account  Balance  in accordance with the following rules:

     (a)  ELECTION  OF  MEASUREMENT FUNDS. A Participant, in connection with his
          -------------------------------
          or  her  initial  compensation  deferral  election  in accordance with
          Section  3.3(a)  above, shall elect, on the Election Form, one or more
          Measurement  Fund(s) (as described in Section 3.7(c) below) to be used
          to  determine  the  additional  amounts  to  be credited to his or her
          Account  Balance  for the first calendar quarter or portion thereof in
          which  the  Participant  commences  participation  in  the  Plan  and
          continuing  thereafter  for  each subsequent calendar quarter in which
          the Participant participates in the Plan, unless changed in accordance
          with  the  next  sentence.  Commencing with the first calendar quarter
          that  follows  the  Participant's commencement of participation in the
          Plan and continuing thereafter for each subsequent calendar quarter in
          which the Participant participates in the Plan, no later than the next
          to last business day of the calendar quarter, the Participant may (but
          is  not  required  to)  elect,  by  submitting an Election Form to the
          Committee  that  is accepted by the Committee, to add or delete one or
          more  Measurement  Fund(s)  to  be  used  to  determine the additional
          amounts to be credited to his or her Account Balance, or to change the
          portion  of his or her Account Balance allocated to each previously or
          newly  elected  Measurement Fund. If an election is made in accordance
          with  the  previous  sentence,  it  shall  apply  to the next calendar
          quarter  and  continue thereafter for each subsequent calendar quarter
          in  which  the Participant participates in the Plan, unless changed in
          accordance  with  the  previous  sentence.

     (b)  PROPORTIONATE  ALLOCATION. In making any election described in Section
          -------------------------
          3.7(a)  above,  the Participant shall specify on the Election Form, in
          increments  of  ten  percentage points (10%), the percentage of his or
          her  Account  Balance to be allocated to a Measurement Fund (as if the
          Participant  were  making  an investment in that Measurement Fund with
          that  portion  of  his  or  her  Account  Balance).

     (c)  MEASUREMENT  FUNDS.  Except  as  otherwise  provided  herein,  the
          ------------------
          Participant  may elect one or more measurement funds, based on certain
          mutual  funds  selected  by  the  Board  from time to time, or Company
          common  stock  on  a  limited  basis  as  hereinafter  described  (the
          "Measurement Funds"), for the purpose of crediting or debiting amounts
          to  his or her Account Balance. Notwithstanding the foregoing, Company


                                        7

          common  stock  may  be used as a Measurement Fund only with respect to
          (1) the deferral of compensation from the Company and not with respect
          to  compensation  deferred  from  any  other  Employer, and (2) Excess
          Matching  Contributions attributable to compensation from the Company.

          The  manner  in which Participants elect their Measurement Funds shall
          be  determined  in accordance with rules promulgated by the Committee.

          As  necessary, the Committee may, in its sole discretion, discontinue,
          substitute  or  add  a  Measurement  Fund.  Each such action will take
          effect  as  of  the  first day of the calendar quarter that follows by
          fifteen  (15)  days  the day on which the Committee gives Participants
          advance  written  notice  of  such  change.

          Upon  a  Change in Control, the Participants may direct the investment
          of  their  Account  Balance  among  any  investment  permitted  by the
          Trustee,  in  such  percentages  as  the  Participant  may  determine.

     (d)  CREDITING  OR  DEBITING  METHOD.  The  performance  of  each  selected
          -------------------------------
          Measurement  Fund  (either positive or negative) will be determined by
          the Committee, in its sole discretion, based on the performance of the
          Measurement Funds themselves. A Participant's Account Balance shall be
          credited  or debited on a daily basis based on the performance of each
          Measurement  Fund  selected  by  the Participant, as determined by the
          Committee  in  its  sole  discretion,  as  though  (i) a Participant's
          Account  Balance  were invested in the Measurement Fund(s) selected by
          the  Participant,  in  the  percentages  applicable  to  such calendar
          quarter, as of the close of business on the first business day of such
          calendar  quarter, at the closing price on such date; (ii) the portion
          of  the  Annual  Deferral Amount that was actually deferred during any
          calendar  quarter were invested in the Measurement Fund(s) selected by
          the  Participant,  in  the  percentages  applicable  to  such calendar
          quarter, no later than the close of business on the third business day
          after  the  day  on  which such amounts are actually deferred from the
          Participant's  Base  Annual  Salary  through  reductions in his or her
          payroll,  at  the  closing price on such date; (iii) the Participant's
          Excess  Matching  Contribution was actually contributed as of the last
          day  of the Plan Year and invested in the Measurement Fund(s) selected
          by the Participant as of that date, at the closing price on such date,
          and  (iv)  any  distribution made to a Participant that decreases such
          Participant's  Account  Balance  shall  cease  being  invested  in the
          Measurement  Fund(s),  in  the percentages applicable to such calendar
          quarter,  no  earlier  than  three  business  days  prior  to  the
          distribution,  at  the  closing  price  on  such  date.

     (e)  NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan
          ---------------------
          that  may be interpreted to the contrary, the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any  such  Measurement  Fund,  the  allocation  of  his or her Account
          Balance  thereto,  the  calculation  of  additional  amounts  and  the
          crediting  or  debiting  of  such  amounts  to a Participant's Account
          Balance  shall  not  be  considered  or  construed in any manner as an
          actual  investment  of  his  or  her  Account  Balance  in  any  such
          Measurement  Fund.  In  the  event that the Company or the Trustee (as
          that  term is defined in the Trust), in its own discretion, decides to
          invest  funds  in  any or all of the Measurement Funds, no Participant
          shall  have  any  rights in or to such investments themselves. Without
          limiting  the  foregoing, a Participant's Account Balance shall at all
          times  be  a  bookkeeping  entry  only  and  shall  not  represent any
          investment  made on his or her behalf by the Company or the Trust; the
          Participant  shall  at  all  times remain an unsecured creditor of the
          Company.

3.8  FICA AND OTHER TAXES. For each Plan Year in which an Annual Deferral Amount
     --------------------
     is  being  withheld from a Participant, the Participant's Employer(s) shall
     withhold  from that portion of the Participant's Base Annual Salary, Annual
     Bonus  and  Director's  Compensation that is not being deferred in a manner
     determined  by  the  Employer(s), the Participant's share of FICA and other


                                        8

     employment  taxes  on such Annual Deferral Amount. The Committee may reduce
     the  Annual  Deferral Amount in order to comply with this Section 3.8 if it
     determines  that  such  action  is  necessary  or  appropriate.

3.9  DISTRIBUTIONS.  The Participant's Employer(s), or the trustee of the Trust,
     -------------
     shall  withhold from any payments made to a Participant under this Plan all
     federal,  state and local income, employment and other taxes required to be
     withheld  by  the  Employer(s),  or the trustee of the Trust, in connection
     with such payments, in amounts and in a manner to be determined in the sole
     discretion  of  the  Employer(s)  and  the  trustee  of  the  Trust.

                                    ARTICLE 4
  SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION
  ---------------------------------------------------------------------------

4.1  SHORT-TERM  PAYOUT.  In connection with each election to defer an Annual
     ------------------
     Deferral  Amount,  a  Participant may irrevocably elect to receive a future
     "Short-Term  Payout"  from  the  Plan  with respect to his Account Balance.
     Subject  to the Deduction Limitation, the Short-Term Payout shall be a lump
     sum  payment  in  an  amount  that  is  equal  to the Participant's Account
     Balance,  determined at the time that the Short-Term Payout becomes payable
     (rather  than  the  date  of  a  Termination of Employment). Subject to the
     Deduction  Limitation and the other terms and conditions of this Plan, each
     Short-Term Payout elected shall be paid out during a period beginning 1 day
     and  ending  60  days after the last day of any Plan Year designated by the
     Participant  that  is at least five Plan Years after the Plan Year in which
     the  Annual  Deferral  Amount is actually deferred. By way of example, if a
     five year Short-Term Payout is elected for Annual Deferral Amounts that are
     deferred  in  the  Plan  Year  commencing  January  1,  2001, the five year
     Short-Term  Payout  would  become payable during a 60 day period commencing
     January  1,  2007.

4.2  OTHER  BENEFITS  TAKE PRECEDENCE OVER SHORT-TERM.  Should an event occur
     ------------------------------------------------
     that  triggers  a  benefit  under Article 5, 6, 7 or 8, any Annual Deferral
     Amount,  plus  amounts  credited  or  debited thereon, that is subject to a
     Short-Term  Payout  election  under  Section  4.1  shall  not  be  paid  in
     accordance  with Section 4.1 but shall be paid in accordance with the other
     applicable  Article.

4.3  WITHDRAWAL  PAYOUT/SUSPENSIONS  FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
     -----------------------------------------------------------------------
     If  the  Participant  experiences an Unforeseeable Financial Emergency, the
     Participant  may  petition  the  Committee  to  (i)  suspend  any deferrals
     required  to be made by a Participant and/or (ii) receive a partial or full
     payout  from  the  Plan.  The  payout  shall  not  exceed the lesser of the
     Participant's  Account  Balance,  calculated  as  if  such Participant were
     receiving a Termination Benefit, or the amount reasonably needed to satisfy
     the  Unforeseeable  Financial Emergency. If, subject to the sole discretion
     of  the Committee, the petition for a suspension and/or payout is approved,
     suspension shall take effect upon the date of approval and any payout shall
     be  made  within  60  days of the date of approval. Following approval of a
     payout  under  this  Section  4.3,  a Participant shall not be permitted to
     resume  participation  in the Plan for the later of 6 months following such
     withdrawal  or the first day of the following Plan Year. If the Participant
     petitions  the  Committee  only  to  suspend  deferrals  and  the Committee
     approves  such suspension, the Participant shall not be permitted to resume
     participation  in  the Plan until the first day of the following Plan Year.
     The  payment  of  any amount under this Section 4.3 shall be subject to the
     Deduction  Limitation.


                                        9

4.4  WITHDRAWAL  ELECTION.  A  Participant (or, after a Participant's death, his
     --------------------
     or  her  Beneficiary) may elect, at any time, to withdraw all of his or her
     Account  Balance,  calculated  as  if  there  had occurred a Termination of
     Employment  as  of the day of the election, less a withdrawal penalty equal
     to  10%  of  such  amount  (the  net  amount  shall  be  referred to as the
     "Withdrawal  Amount").  This  election  can  be made at any time, before or
     after  Retirement,  Disability,  death  or  Termination  of  Employment and
     whether  or not the Participant (or Beneficiary) is in the process of being
     paid  pursuant  to  an  installment  payment  schedule.  If  made  before
     Retirement, Disability or death, a Participant's Withdrawal Amount shall be
     his  or  her  Account  Balance  calculated  as  if  there  had  occurred  a
     Termination  of  Employment  as  of  the  day  of  the election. No partial
     withdrawals  of the Withdrawal Amount shall be allowed. The Participant (or
     his  or  her  Beneficiary) shall make this election by giving the Committee
     advance  written  notice  of the election in a form determined from time to
     time by the Committee. The Participant (or his or her Beneficiary) shall be
     paid  the Withdrawal Amount within 60 days of his or her election. Once the
     Withdrawal  Amount  is  paid,  the  Participant's participation in the Plan
     shall terminate and the Participant shall not be eligible to participate in
     the  Plan  in  the  future.  The payment of this Withdrawal Amount shall be
     subject  to  the  Deduction  Limitation.


                                    ARTICLE 5
                               RETIREMENT BENEFIT
                               ------------------

5.1  RETIREMENT  BENEFIT.  Subject  to  the Deduction  Limitation, a Participant
     -------------------
     who  Retires  shall  receive  as  a  Retirement  Benefit his or her Account
     Balance.

5.2  PAYMENT  OF  RETIREMENT  BENEFIT.  The  Committee,  in  its  sole  and
     --------------------------------
     unrestricted  discretion,  shall  determine  whether  the  Participant will
     receive distribution of all amounts payable to him under this paragraph, in
     a  lump  sum  or  in  installments over a designated period of years not to
     exceed  ten  (10).  The  lump  sum  payment  shall  be made, or installment
     payments  shall  commence,  no  later  than  60  days  after  the  date the
     Participant  Retires.  Also,  the  Committee,  in its sole and unrestricted
     discretion,  but  taking  into account any request made by the Participant,
     shall  determine  whether the lump sum payment shall be in cash or in kind.
     Payment  shall be made no later than 60 days after the date the Participant
     Retires.  Any  payment  made  shall be subject to the Deduction Limitation.

5.3  DEATH  PRIOR  TO ENTIRE  PAYMENT OF RETIREMENT BENEFIT.  If  a  Participant
     ------------------------------------------------------
     dies  after  Retirement  but before the Retirement Benefit is paid in full,
     the  Participant's  unpaid  Retirement  Benefit payments shall continue and
     shall  be  paid  to  the  Participant's  Beneficiary (i) over the remaining
     number  of  months  and in the same amounts as that benefit would have been
     paid  to  the  Participant  had the Participant survived, or (ii) in a lump
     sum,  if requested by the Beneficiary and allowed in the sole discretion of
     the  Committee, that is equal to the Participant's unpaid remaining Account
     Balance.  Payment shall be payable either in cash or in-kind, as determined
     in  the  sole  discretion of the Committee, taking into account any request
     made  by  the  Beneficiary.

                                    ARTICLE 6
                        PRE-RETIREMENT SURVIVOR BENEFIT
                        ---------------------------------

6.1  PRE-RETIREMENT SURVIVOR  BENEFIT.  Subject to the Deduction Limitation, the
     --------------------------------
     Participant's  Beneficiary  shall receive a Pre-Retirement Survivor Benefit
     equal  to  the Participant's Account Balance if the Participant dies before
     he  or  she  Retires,  experiences a Termination of Employment or suffers a
     Disability.

6.2  PAYMENT  OF PRE-RETIREMENT SURVIVOR BENEFIT.  The  Committee,  in  its sole
     -------------------------------------------
     and  unrestricted  discretion, shall determine whether the Participant will
     receive distribution of all amounts payable to him under this paragraph, in
     a cash lump sum or in installments over a designated period of years not to
     exceed  ten  (10).  The  lump  sum  payment  shall  be made, or installment
     payments shall commence, no later than 60 days after the date the Committee


                                       10

     is  provided  with  proof  that  is  satisfactory  to  the Committee of the
     Participant's  death.  Also,  the  Committee,  in its sole and unrestricted
     discretion,  but  taking  into account any request made by the Beneficiary,
     shall  determine  whether the lump sum payment shall be in cash or in kind.
     Any  payment  made  shall  be  subject  to  the  Deduction  Limitation.

                                    ARTICLE 7
                               TERMINATION BENEFIT
                               -------------------

7.1  TERMINATION  BENEFIT.  Subject  to  the  Deduction  Limitation,  the
     --------------------
     Participant  shall  receive  a Termination Benefit, which shall be equal to
     the  Participant's  Account  Balance  if  a  Participant  experiences  a
     Termination  of  Employment  prior  to  his  or  her  Retirement,  death or
     Disability.

7.2  PAYMENT  OF  TERMINATION  BENEFIT.  The  Committee,  in  its  sole  and
     ---------------------------------
     unrestricted  discretion,  shall  determine  whether  the  Participant will
     receive distribution of all amounts payable to him under this paragraph, in
     a  lump  sum  or  in  installments over a designated period of years not to
     exceed  ten  (10).  The  lump  sum  payment  shall  be made, or installment
     payments  shall  commence,  no  later  than  60  days  after  the  date the
     Participant  Retires.  Also,  the  Committee,  in its sole and unrestricted
     discretion,  but  taking  into account any request made by the Participant,
     shall  determine  whether the lump sum payment shall be in cash or in kind.
     Payment  shall  be  made  no  later  than  60  days  after  the date of the
     Participant's  Termination of Employment. Any payment made shall be subject
     to  the  Deduction Limitation. Should the Participant die before payment of
     his  entire  Termination  Benefit,  Section  5.3  shall  apply.

                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT
                        --------------------------------

8.1  DISABILITY  WAIVER.
     ------------------

     (a)  WAIVER  OF DEFERRAL. A Participant who suffers from a Disability shall
          -------------------
          be  excused from fulfilling that portion of the Annual Deferral Amount
          commitment  that  would  otherwise  have  been  withheld  from  a
          Participant's  Base  Annual  Salary,  Annual  Bonus,  or  Director's
          Compensation  for  the  Plan  Year  during which the Participant first
          suffers a Disability. During the period of Disability, the Participant
          shall  not  be  allowed to make any additional deferral elections, but
          will continue to be considered a Participant for all other purposes of
          this  Plan.

     (b)  RETURN  TO  WORK.  If  a  Participant  returns  to  employment with an
          ---------------
          Employer after a Disability ceases, the Participant may elect to defer
          an  Annual  Deferral  Amount  for  the  Plan Year following his or her
          return  to  employment  or  service and for every Plan Year thereafter
          while  a Participant in the Plan; provided such deferral elections are
          otherwise allowed and an Election Form is delivered to and accepted by
          the  Committee  for  each such election in accordance with Section 3.3
          above.

8.2  CONTINUED  ELIGIBILITY;  DISABILITY  BENEFIT.  A Participant suffering a
     --------------------------------------------
     Disability  shall,  for  benefit  purposes  under this Plan, continue to be
     considered  to  be employed and shall be eligible for the benefits provided
     in  Articles  4,  5,  6  or  7  in  accordance with the provisions of those
     Articles. Notwithstanding the above, the Committee shall have the right to,
     in its sole and absolute discretion and for purposes of this Plan only, and
     must in the case of a Participant who is otherwise eligible to Retire, deem
     the  Participant to have experienced a Termination of Employment, or in the
     case  of  a  Participant who is eligible to Retire, to have Retired, at any
     time (or in the case of a Participant who is eligible to Retire, as soon as
     practicable)  after  such  Participant  is  determined  to  be  suffering a
     Disability,  in  which  case  the  Participant  shall  receive a Disability
     Benefit  equal to his or her Account Balance at the time of the Committee's
     determination;  provided,  however,  that  should the Participant otherwise
     have  been  eligible  to Retire, he or she shall be paid in accordance with
     Article  5.  The  Disability  Benefit shall be paid in a lump sum within 60
     days  of  the Committee's exercise of such right. Any payment made shall be
     subject  to  the  Deduction  Limitation.


                                       11

                                    ARTICLE 9
                            BENEFICIARY DESIGNATION
                            ------------------------

9.1  BENEFICIARY.  Each  Participant  shall  have  the  right,  at  any time, to
     -----------
     designate  his or her Beneficiary(ies) (both primary as well as contingent)
     to  receive  any  benefits payable under the Plan to a beneficiary upon the
     death  of  a Participant. The Beneficiary designated under this Plan may be
     the  same  as  or different from the Beneficiary designated under any other
     plan  of  an  Employer  in  which  the  Participant  participates.

9.2  BENEFICIARY  DESIGNATION:  CHANGE;  SPOUSAL  CONSENT.  A  Participant shall
     ----------------------------------------------------
     designate  his or her Beneficiary by completing and signing the Beneficiary
     Designation Form and returning it to the Committee or its designated agent.
     A  Participant  shall have the right to change a Beneficiary by completing,
     signing  and  otherwise  complying  with  the  terms  of  the  Beneficiary
     Designation  Form  and  the  Committee's rules and procedures, as in effect
     from  time  to time. If the Participant names someone other than his or her
     spouse  as  a Beneficiary, a spousal consent, in the form designated by the
     Committee,  must be signed by that Participant's spouse and returned to the
     Committee.  Upon  the  acceptance  by  the  Committee  of a new Beneficiary
     Designation  Form,  all  Beneficiary designations previously filed shall be
     canceled.  The  Committee shall be entitled to rely on the last Beneficiary
     Designation  Form  filed  by  the Participant and accepted by the Committee
     prior  to  his  or  her  death.

9.3  ACKNOWLEDGMENT.  No  designation  or  change  in  designation  of  a
     --------------
     Beneficiary  shall  be effective until received and acknowledged in writing
     by  the  Committee  or  its  designated  agent.

9.4  NO  BENEFICIARY  DESIGNATION.  If  a  Participant  fails  to  designate  a
     ----------------------------
     Beneficiary  as  provided  in  Sections  9.1,  9.2 and 9.3 above or, if all
     designated  Beneficiaries  predecease  the  Participant  or  die  prior  to
     complete distribution of the Participant's benefits, then the Participant's
     designated  Beneficiary  shall be deemed to be his or her surviving spouse.
     If  the  Participant  has no surviving spouse, the benefits remaining under
     the  Plan  to  be paid to a Beneficiary shall be payable to the executor or
     personal  representative  of  the  Participant's  estate.

9.5  DOUBT  AS  TO  BENEFICIARY.  If  the  Committee  has  any  doubt  as to the
     --------------------------
     proper Beneficiary to receive payments pursuant to this Plan, the Committee
     shall  have  the  right,  exercisable  in  its  discretion,  to  cause  the
     Participant's  Employer  to  withhold  such  payments  until this matter is
     resolved  to  the  Committee's  satisfaction.

9.6  DISCHARGE  OF  OBLIGATIONS.  The  payment  of  benefits under the Plan to a
     --------------------------
     Beneficiary  shall  fully  and  completely  discharge all Employers and the
     Committee  from all further obligations under this Plan with respect to the
     Participant,  and  that  Participant's  Plan Agreement shall terminate upon
     such  full  payment  of  benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE
                                ----------------

10.1 PAID  LEAVE  OF  ABSENCE.  If  a  Participant  is  authorized  by  the
     ------------------------
     Participant's  Employer for any reason to take a paid leave of absence from
     the  employment  of  the  Employer,  the  Participant  shall continue to be
     considered  employed  by  the Employer and the Annual Deferral Amount shall
     continue  to  be  withheld  during such paid leave of absence in accordance
     with  Section  3.3.

10.2 UNPAID  LEAVE  OF  ABSENCE.  If  a  Participant  is  authorized  by  the
     --------------------------
     Participants  Employer  for  any  reason to take an unpaid leave of absence
     from  the  employment of the Employer, the Participant shall continue to be
     considered  employed  by  the Employer and the Participant shall be excused
     from  making  deferrals  until the earlier of the date the leave of absence


                                       12

     expires  or  the Participant returns to a paid employment status. Upon such
     expiration  or  return, deferrals shall resume for the remaining portion of
     the  Plan  Year  in  which  the  expiration  or return occurs, based on the
     deferral election, if any, made for that Plan Year. If no election was made
     for  that  Plan  Year,  no  deferral  shall  be  withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION
                     --------------------------------------

11.1 TERMINATION.  Although  each Employer anticipates that it will continue the
     ------------
     Plan  for  an  indefinite  period  of  time, there is no guarantee that any
     Employer  will continue the Plan or will not terminate the Plan at any time
     in the future. Accordingly, each Employer reserves the right to discontinue
     its  sponsorship  of the Plan and/or to terminate the Plan at any time with
     respect to any or all of its participating Employees by action of its board
     of  directors.  Upon  the  termination  of  the  Plan  with  respect to any
     Employer, the Plan Agreements of the affected Participants who are employed
     by  that Employer shall terminate and their Account Balances, determined as
     if  they  had  experienced  a Termination of Employment on the date of Plan
     termination  or,  if  Plan  termination  occurs after the date upon which a
     Participant  was  eligible to Retire, then with respect to that Participant
     as  if he or she had Retired on the date of Plan termination, shall be paid
     to  the  Participants as follows: Prior to a Change in Control, if the Plan
     is  terminated  with  respect to all of its Participants, an Employer shall
     have  the  right, in its sole discretion, and notwithstanding any elections
     made  by the Participant, to pay such benefits in a lump sum or pursuant to
     a  Monthly  Installment Method of up to 10 years, with amounts credited and
     debited  during  the  installment period as provided herein. If the Plan is
     terminated  with  respect to less than all of its Participants, an Employer
     shall  be  required  to  pay such benefits in a lump sum. After a Change in
     Control, the Employer shall be required to pay such benefits in a lump sum.
     The  termination  of the Plan shall not adversely affect any Participant or
     Beneficiary  who  has  become entitled to the payment of any benefits under
     the  Plan  as  of  the  date  of  termination;  provided, however, that the
     Employer  shall have the right to accelerate installment payments without a
     premium  or  prepayment penalty by paying the Account Balance in a lump sum
     or  pursuant  to  a  Monthly  Installment  Method  using  fewer  months.

11.2 AMENDMENT.  Any  Employer  may,  at  any  time, amend or modify the Plan in
     ----------
     whole  or  in part with respect to that Employer by the action of its board
     of directors; provided, however, that no amendment or modification shall be
     effective  to  decrease  or  restrict  the value of a Participant's Account
     Balance  in  existence  at  the time the amendment or modification is made,
     calculated  as  if  the  Participant  had  experienced  a  Termination  of
     Employment as of the effective date of the amendment or modification or, if
     the  amendment  or  modification  occurs  after  the  date  upon  which the
     Participant  was  eligible to Retire, the Participant had Retired as of the
     effective  date  of  the  amendment  or  modification.  The  amendment  or
     modification  of  the  Plan shall not affect any Participant or Beneficiary
     who has become entitled to the payment of benefits under the Plan as of the
     date of the amendment or modification; provided, however, that the Employer
     shall  have  the  right  to  accelerate  installment payments by paying the
     Account  Balance  in a lump sum or pursuant to a Monthly Installment Method
     using  fewer  months  (provided that the present value of all payments that
     will  have  been received by a Participant at any given point of time under
     the  different  payment schedule shall equal or exceed the present value of
     all  payments that would have been received at that point in time under the
     original  payment  schedule).

11.3 PLAN  AGREEMENT.  Despite  the  provisions of Sections 11.1 and 11.2 above,
     ---------------
     if a Participant's Plan Agreement contains benefits or limitations that are
     not  in  this  Plan document, the Employer may only amend or terminate such
     provisions  with  the  consent  of  the  Participant.

11.4 EFFECT  OF  PAYMENT.  The  full  payment  of the  applicable  benefit under
     -------------------
     Articles  4,  5,  6,  7  or  8  of  the Plan shall completely discharge all
     obligations  to a Participant and his or her designated Beneficiaries under
     this  Plan  and  the  Participant's  Plan  Agreement  shall  terminate.


                                       13

                                   ARTICLE 12
                                 ADMINISTRATION
                                 --------------

12.1 COMMITTEE  DUTIES.  This  Plan  shall  be administered by a Committee which
     -----------------
     shall  consist  of the Board, or such committee as the Board shall appoint.
     Members of the Committee may be Participants under this Plan. The Committee
     shall also have the discretion and authority to (i) make, amend, interpret,
     and enforce all appropriate rules and regulations for the administration of
     this  Plan  and  (ii)  decide  or  resolve  any and all questions including
     interpretations of this Plan, as may arise in connection with the Plan. Any
     individual  on  the Committee who is a Participant shall not vote or act on
     any  matter  relating  solely  to  himself  or  herself.  When  making  a
     determination  or  calculation,  the Committee shall be entitled to rely on
     information  furnished  by  a  Participant  or  the  Company.

12.2 AGENTS. In the administration of this Plan, the Committee may, from time to
     ------
     time,  employ  agents and delegate to them such administrative duties as it
     sees fit (including acting through a duly appointed representative) and may
     from  time to time consult with counsel who may be counsel to any Employer.

12.3 BINDING  EFFECT  OF DECISIONS. The decision or action of the Committee with
     -----------------------------
     respect  to  any  question  arising  out  of  or  in  connection  with  the
     administration,  interpretation  and  application of the Plan and the rules
     and  regulations  promulgated  hereunder  shall be final and conclusive and
     binding  upon  all  persons  having  any  interest  in  the  Plan.

12.4 INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless the
     ----------------------
     members  of  the  Committee,  and  any  Employee  to whom the duties of the
     Committee  may  be  delegated, against any and all claims, losses, damages,
     expenses  or  liabilities  arising  from  any action or failure to act with
     respect  to this Plan, except in the case of misconduct by the Committee or
     any  of  its members  or  any  such  Employee.

12.5 EMPLOYER  INFORMATION.  To  enable  the Committee to perform its functions,
     ---------------------
     each  Employer shall supply full and timely information to the Committee on
     all  relating  to  the  compensation  of  its  Participants,  the  date and
     circumstances  of  the  Retirement  Disability,  death  or  Termination  of
     Employment of its Participants, and such other pertinent information as the
     Committee  may  reasonably  require.



                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS
                        --------------------------------

The benefits provided for a Participant or a Participant's Beneficiary under the
Plan  are  in addition to any other benefits available to such Participant under
any other plan or program for employees of the Participant's Employer.  The Plan
shall supplement and shall not supersede, modify or amend any other such plan or
program  except  as  may  otherwise  be  expressly  provided.

                                   ARTICLE 14
                                CLAIMS PROCEDURES
                               ------------------

14.1 PRESENTATION  OF  CLAIM.  Any  Participant  or  Beneficiary  of  a deceased
     -----------------------
     Participant  (such  Participant or Beneficiary being referred to below as a
     "Claimant")  may  deliver  to  the  Committee  a  written  claim  for  a
     determination  with  respect  to the amounts distributable to such Claimant
     from the Plan. If such a claim relates to the contents of a notice received
     by  the  Claimant,  the claim must be made within 60 days after such notice
     was received by the Claimant. All other claims must be made within 180 days
     of the date on which the event that caused the claim to anise occurred. The
     claim  must  state  with  particularity  the  determination  desired by the
     Claimant.


                                       14

14.2 NOTIFICATION  OF  DECISION.  The Committee shall consider a Claimants claim
     --------------------------
     within  a reasonable time, and shall notify the Claimant in writing:

     (a)  that  the  Claimant's  requested determination has been made, and that
          the  claim  has  been  allowed  in  full;  or

     (b)  that  the  Committee has reached a conclusion contrary, in whole or in
          part,  to the Claimant's requested determination, and such notice must
          set  forth  in  a  manner calculated to be understood by the Claimant:

          (i)  the  specific  reason(s) for the denial of the claim, or any part
               of  it;

          (ii) specific  reference(s)  to  pertinent provisions of the Plan upon
               which  such  denial  was  based;

          (iii)  a  description  of  any  additional  material  or  information
               necessary  for  the  Claimant  to  perfect  the  claim,  and  an
               explanation of why such material or information is necessary; and

          (iv) an explanation of the claim review procedure set forth in Section
               14.3  below.

14.3 REVIEW  OF  A  DENIED CLAIM. With 60 days after receiving a notice from
     ---------------------------
     the Committee that a claim has been denied, in whole or in part, a Claimant
     (or  the  Claimant's  duly  authorized  representative)  may  file with the
     Committee  a  written  request  for  a  review  of the denial of the claim.
     Thereafter,  but  not  later than 30 days after the review procedure began,
     the  Claimant  (or  the  Claimant's  duly  authorized  representative):

     (a)  may  review  pertinent  documents;

     (b)  may  submit  written  comments  or  other  documents;  and/or

     (c)  may  request  a  hearing, which the Committee, in its sole discretion,
          may  grant.

14.4 DECISION  ON REVIEW.  The Committee shall render its decision on review
     -------------------
     promptly,  and  not  later dm 60 days after the filing of a written request
     for  review  of  the  denial,  unless  a  hearing  is held or other special
     circumstances  require  additional  time,  in  which  case  the Committee's
     decision  must  be  rendered within 120 days after such date. Such decision
     must  be  written  in a manner calculated to be understood by the Claimant,
     and  it  must  contain:

     (a)  specific  reasons  for  the  decision;

     (b)  specific  reference(s) to the pertinent Plan provisions upon which the
          decision  was  based;  and

     (c)  such  other  matters  as  the  Committee  deems  relevant.

14.5 LEGAL ACTION.  A Claimant's compliance with the foregoing provisions of
     ------------
     this  Article  14  is  a  mandatory  prerequisite  to a Claimant's right to
     commence any legal action with respect to any claim for benefits under this
     Plan.


                                       15

                                   ARTICLE 15
                                      TRUST
                                      -----




                                       16

15.1 ESTABLISHMENT  OF THE TRUST.  The  Company  shall  establish  the Trust and
     ---------------------------
     each  Employer  shall,  at each pay period, transfer over to the Trust such
     cash  as  the  Participant  elected  to defer under the Plan, or such other
     amount  as  it  determines  to  be  appropriate.

15.2 INTERRELATIONSHIP  OF  THE  PLAN  AND  THE TRUST.  The  provisions  of  the
      -----------------------------------------------
     Plan  and  the  Plan  Agreement shall govern the rights of a Participant to
     receive  distributions  pursuant  to  the Plan. The provisions of the Trust
     shall govern the rights of the Employers, Participants and the creditors of
     the  Employers  to the assets transferred to the Trust. Each Employer shall
     at  all  times  remain  liable to carry out its obligations under the Plan.

15.3 DISTRIBUTIONS  FROM  THE  TRUST.  Each  Employer's  obligations  under  the
     -------------------------------
     Plan  may  be satisfied with Trust assets distributed pursuant to the terms
     of  the  Trust  and  any  such  distribution  shall  reduce  the Employer's
     obligations  under  this  Plan.


                                   ARTICLE 16
                                  MISCELLANEOUS
                                  -------------

16.1 STATUS  OF  PLAN.  The  Plan  is  intended  to  be  a  plan  that  is  not
     ----------------
     qualified  within  the meaning of Code Section 401(a) and that "is unfunded
     and  is  maintained  by  an employer primarily for the purpose of providing
     deferred  compensation  for  a  select  group  of  management  or  highly
     compensated  employees"  within  the  meaning  of  ERISA  Sections  201(2),
     301(a)(3)  and 401(a)(1). The Plan shall be administered and interpreted to
     the  extent  possible  in  a  manner  consistent  with  that  intent.

16.2 UNSECURED  GENERAL  CREDITOR.  Participants and their Beneficiaries, heirs,
     ---------------------------
     successors  and  assigns shall have no legal or equitable rights, interests
     or  claims  in  any  property or assets of an Employer. For purposes of the
     payment  of  benefits  under this Plan, any and all of an Employer's assets
     shall  be, and remain the general, unpledged and unrestricted assets of the
     Employer.  An  Employer's  obligation  under the Plan shall be merely of an
     unfunded  and  unsecured  promise  to  pay  money  in  the  future.

16.3 EMPLOYER'S  LIABILITY.  An  Employer's  liability  for  the  payment of
     ---------------------
     benefits  shall  be  defined  only  by  the  Plan and the Plan Agreement as
     entered into between the Employer and a Participant. An Employer shall have
     no  obligation to a Participant under the Plan except as expressly provided
     in  the  Plan  and  his  or  her  Plan  Agreement.

16.4 NONASSIGNABILITY.  Neither  a  Participant  nor any other person shall have
     ----------------
     any  right to commute, sell, assign, transfer, pledge, anticipate, mortgage
     or otherwise encumber, transfer, hypothecate, alienate or convey in advance
     of  actual  receipt,  the  amounts,  if any, payable hereunder, or any part
     thereof,  which  are, and all rights to which are expressly declared to be,
     unassignable  and  non-transferable.  No part of the amounts payable shall,
     prior  to  actual payment be subject to seizure, attachment, garnishment or
     sequestration  for the payment of any debts, judgments, alimony or separate
     maintenance  allowed  by a Participant or any other person, be transferable
     by  operation  of law in the event of a Participant's or any other person's
     bankruptcy  or  insolvency  or be transferable to a spouse as a result of a
     property  settlement  or  otherwise.

16.5 NOT  A  CONTRACT  OF EMPLOYMENT.  The  terms  and  conditions  of this Plan
     -------------------------------
     shall  not  be  deemed  to  constitute a contract of employment between any
     Employer  and the Participant. Such employment is hereby acknowledged to be
     an "at will" employment relationship that can be terminated at any time for
     any  reason,  or  no  reason,  with  or  without cause, and with or without
     notice,  unless  expressly  provided  in  a  written  employment agreement.
     Nothing  in this Plan shall be deemed to give a Participant the right to be
     retained  in  the service of any Employer or to interfere with the right of
     any  Employer  to  discipline  or  discharge  the  Participant at any time.

16.6 FURNISHING  INFORMATION.  A  Participant  or  his  or her  Beneficiary will
     -----------------------
     cooperate  with  the  Committee  by  furnishing  any  and  all  information



     requested  by the Committee and take such other actions as may be requested
     in  order  to facilitate the administration of the Plan and the payments of
     benefits  hereunder,  including  but  not  limited to, taking such physical
     examinations  as  the  Committee  may  deem  necessary.

16.7 TERMS.  Whenever  any  words  are used  herein in the masculine, they shall
     -----
     be  construed  as  though they were in the feminine in all cases where they
     would  so  apply; and whenever any words are used herein in the singular or
     in  the  plural, they shall be co as though they were used in the plural or
     the  singular,  as the case may be, in all cases where they would so apply.

16.8 CAPTIONS.  The  captions  of  the  articles,  sections  and  paragraphs  of
     --------
     this  Plan  are  for  convenience  only and shall not control or affect the
     meaning  or  construction  of  any  of  its  provisions.

16.9 GOVERNING  LAW.  Subject  to  ERISA,  the  provisions of this Plan shall be
     --------------
     construed  and  interpreted  according to the internal laws of the State of
     Washington  without  regard  to  its  conflicts  of  laws  and  principles.

16.10 NOTICE.  Any  notice  or  filing  required or permitted to be given to the
      ------
     Committee  under  this  Plan  shall  be  sufficient  if  in  writing  and
     hand-delivered,  or  sent  by  registered or certified mail, to the address
     below.

        Chief  Financial  Officer
        Upgrade  International
        1411  Fourth  Ave.  -  Suite  629
        Seattle,  WA  98101

     Such  notice  shall  be  deemed  given  as  of  the date of delivery or, if
     delivery  is  made  by  mail,  as  of the date shown on the postmark on the
     receipt for registration or certification. Any notice or filing required or
     permitted  to be given to a Participant under s Plan shall be sufficient if
     in  writing  and hand-delivered, or sent by mail, to the last known address
     of  the  Participant.

16.11 SUCCESSORS.  The  provisions  of  this  Plan  shall  bind and inure to the
      -----------
      benefit  of  the Participant's Employer and its successors and assigns and
      the  Participant  and  the  Participant's  designated  Beneficiaries.

16.12 SPOUSE'S  INTEREST.  The  interest  in  the benefits hereunder of a spouse
      -------------------
      of  a  Participant who has predeceased the Participant shall automatically
      pass  to  the  Participant and shall not be transferable by such spouse in
      any  manner,  including, but not limited to, such spouse's will, nor shall
      such  interest  pass  under  the  laws  of  interstate  succession.

16.13 VALIDITY.  In  case  any  provision  of  this  Plan  shall  be  illegal or
      --------
      invalid for any reason, said illegality or invalidity shall not affect the
      remaining parts hereof, but this Plan shall be constructed and enforced as
      if  such  illegal  or  invalid  provision  had never been inserted herein.

16.14 INCOMPETENT.  If  the  Committee  determines  in its  discretion a benefit
      -----------
      under this Plan is to be paid to a minor, a person declared incompetent or
      to  a  person  incapable  of  handling  the  disposition  of that person's
      property,  the  Committee  may  direct  payment  of  such  benefit  to the
      guardian,  legal  representative  or person having the care and custody of
      such  minor,  incompetent  or  incapable person. The Committee may require
      proof  of  minority,  incompetence,  incapacity or guardianship, as it may
      deem  appropriate  prior  to distribution of the benefit. Any payment of a
      benefit  shall  be  a  payment  for the account of the Participant and the
      Participant's  Beneficiary,  as  the  case may be, and shall be a complete
      discharge  of  any  liability  under  the  Plan  for  such  payment amount

16.15 COURT ORDER.  The  Committee  is authorized  to make any payments directed
      -----------
      by  court  order in any action in which the Plan or the Committee has been
      named  as  a  party.  In  addition, if a court determines that a spouse or
      former  spouse  of  a  Participant  has  an  interest in the Participant's
      benefits  under  the  Plan  in  connection  with  a property settlement or
      otherwise,  the  Committee,  in  its sole discretion shall have the right,
      notwithstanding  any  election  made  by  a  Participant,  to  immediately
      distribute  the  spouse's or former spouse's interest in the Participant's
      benefits  under  the  Plan  to  that  spouse  or  former  spouse.

16.16 DISTRIBUTION  IN  THE  EVENT  OF  TAXATION.
      -------------------------------------------



     (a)  IN  GENERAL. If, for any reason, all or any portion of a Participant's
          ------------
          benefits  under  this Plan becomes taxable to the Participant prior to
          receipt,  a  Participant may petition the Committee before a Change in
          Control,  or the trustee of the Trust after a Change in Control, for a
          distribution  of  that  portion  of his or her benefit that has become
          taxable.  Upon  the grant of such a petition, which grant shall not be
          unreasonably  withheld  (and,  after  a  Change  in  Control, shall be
          granted), a Participant's Employer shall distribute to the Participant
          immediately  available funds in an amount equal to the taxable portion
          of  his  or her benefit (which amount shall not exceed a Participant's
          unpaid  Account  Balance  under the Plan). If the petition is granted,
          the  tax  liability  distribution  shall be made within 90 days of the
          date  when  the Participant's petition is granted. Such a distribution
          shall  affect  and  reduce  the  benefits  to be paid under this Plan.

     (b)  TRUST.  If  the  Trust terminates in accordance with Section 3.6(e) of
          -----
          the  Trust,  and  benefits  are  distributed  from  the  Trust  to  a
          Participant  in  accordance  with  that  Section,  the  Participant's
          benefits  under  this  Plan  shall  be  reduced  to the extent of such
          distributions.

16.17 INSURANCE.  The  Employers,  on  their  own  behalf  or  on  behalf of the
      ---------
      trustee  of  the  Trust,  and, in their sole discretion, may apply for and
      procure  insurance  on the life of the Participant, in such amounts and in
      such  forms as they may choose. The Employers or the trustee of the Trust,
      as  the  case  may be, shall be the sole owner and beneficiary of any such
      insurance.  The  Participant shall have no interest whatsoever in any such
      policy  or  policies,  and at the request of the Employers shall submit to
      medical  examinations  and  supply  such  information  and  execute  such
      documents as may be required by the insurance company or companies to whom
      the  Employers  have  applied  for  insurance.

16.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE  IN  CONTROL.  The  Company  and
      ------------------------------------------------------
      each  Employer  is  aware that upon the occurrence of a Change in Control,
      the  Board  or  the  board of directors of a Participant's Employer (which
      might  then  be  composed of new members) or shareholder of the Company or
      the  Participant's  Employer,  or of any successor corporation, might then
      cause  or attempt to cause the Company, the Participant's Employer or such
      successor  to  refuse  to  comply  with its obligations under the Plan and
      might  cause or attempt to cause the Company or the Participant's Employer
      to  institute,  or  may institute, litigation seeking to deny Participants
      the  benefits intended under the Plan. In these circumstances, the purpose
      of  the  Plan  could be frustrated. Accordingly, if, following a Change in
      Control,  it  should  appear  to  any  Participant  that  the Company, the
      Participant's  Employer  or any successor corporation has failed to comply
      with  any  of  its obligations under the Plan or any agreement thereunder,
      or,  if the Company, such Employer or any other person takes any action to
      declare  the  Plan  void  or unenforceable or institutes any litigation or
      other  legal  action  designed  to  deny,  diminish or to recover from any
      participant the benefits intended to be provided, then the Company and the
      Participant's  Employer  irrevocably  authorize such Participant to retain
      counsel  of  his  or  her  choice  at  the  expense of the Company and the
      Participant's  Employer  (who  shall  be  jointly and severally liable) to
      represent such Participant in connection with the initiation or defense of
      any  litigation  or other legal action, whether by or against the Company,
      the  Participant's Employer or any director, officer, shareholder or other
      person  affiliated  with  the  Company,  the Participant's Employer or any
      successor  thereto  in  any  jurisdiction.

     IN  WITNESS WHEREOF, the Company has signed this Plan document as of  March
28,  2002,  but  effective  for  all  purposes  as  of  November  1,  2001.


                                     UPGRADE  INTERNATIONAL  CORP.
                                     a  Washington  Corporation



                                     By:       _________________________________

                                     Title:    _________________________________