UltraCard and Infineon Technologies Corporation Form Technology Partner Relationship.

Business Editors

LOS GATOS, Calif.--(BUSINESS WIRE)--Nov. 6, 2001

UltraCard, Inc., a subsidiary of Upgrade International (OTCBB: UPGD), is pleased to announce that it has entered into a Technology Partnering Relationship with Infineon Technologies North America.

Infineon Technologies (FSE/NYSE: IFX), the world's leading supplier of integrated circuits (ICs) for chip cards, will supply IC Chips and System Software for the UltraCard. Under the agreement, Infineon will also provide technical support for the China project, USA projects and future global projects.

The combination of an UltraCard and an IC smartcard chip as an on-board processor will essentially allow the UltraCard to function as a personal computer. When commercialized, the UltraCard will store up to 20mb (20 million bytes), which is 600 times more storage capacity than a 32kb (32 thousand bytes) IC chip. This superior storage capability will enable the UltraCard to handle sophisticated biometrics and various software applications all on one card. Among other functions, the processor on the IC chip can be used to encrypt outgoing data and decrypt incoming data, thereby preserving the security of the card.

"The alliance between UltraCard and Infineon offers both companies great advantages and opportunities in new and developing markets such as China," says Dan Kehoe, UltraCard president and CEO. "Infineon will not only provide the IC Chip, but will also provide System Software and technical support. This will be particularly useful as we move ahead with our China pilot program."

Infineon has indicated that they believe this partnership can potentially lead to business opportunities on a global basis. A further definitive agreement between the parties will specify how their respective technology solutions will be combined to meet the needs of specific clients, in China and elsewhere around the globe.

Mr. Jorg Huser who recently joined UltraCard, Inc. as the Principal Consultant for System Integration has stated, "UltraCard's technology is a paradigm shift for the Smart Card and Database industry in terms of decentralized processing, national security, personal privacy and convenience." Mr. Huser is a well-known expert in security solutions for Smart Cards, USB Tokens, PKI and other Fraud Prevention Mechanisms for web, network and physical spaces. He formerly served as Director of Product Management for Giesecke & Devrient GmbH, in Munich, Germany. Giesecke & Devrient (G&D) is a leading supplier of cards and components including system solutions for electronic payment, data management, telecommunication and multifunctional smart cards. G&D employs 6,000 people worldwide and generates annual revenue of DM 2 billion.

About Infineon

Infineon Technologies AG, Munich, Germany, offers semiconductor and system solutions for applications in the wired and wireless communications market, for security systems and smartcards, for the automotive and industrial sectors, as well as memory products. With a global presence, Infineon operates in the US from San Jose, CA, in the Asia-Pacific region from Singapore and in Japan from Tokyo. In the fiscal year 2000 (ending September), the company achieved sales of Euro 7.28 billion with about 29,000 employees worldwide. Infineon is listed on the DAX index of the Frankfurt Stock Exchange and on the New York Stock Exchange (ticker symbol: IFX). Further information is available at www.infineon.com

About Upgrade

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

This News Release may contain forward-looking statements relating to future results, performance, plans, events or other matters. Words such as "potentially", "will", "anticipates", "believes", "plans", "expects", "future", "intends" and similar expressions are used to identify these forward-looking statements. Such statements involve numerous risks and uncertainties, including, but not limited to, risks and uncertainties pertaining to development of the company's products and services and markets for such products and services, the timing and level of customer orders, competitive products and services and pricing, changes in economic conditions and the markets for the Company's products and services and other risks and uncertainties. Actual results, performance, and events may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this News Release. The Company undertakes no obligation to release revisions to these forward-looking statements to reflect events or circumstances after the date of this News Release. Further information about the risks and uncertainties Upgrade faces can be found in its filings with the Securities and Exchange Commission, which can be accessed at http://www.sec.gov/ or http://www.freedgar.com/.