Business Editors

LINCOLNSHIRE, Ill.--(BUSINESS WIRE)--UPGD--
Upgrade International Corporation, ("Upgrade", the
"Company") (OTC:UPGD) a Washington corporation, reports the following
events:
During 2003, Upgrade's majority-owned subsidiary, UltraCard, Inc.
("UltraCard") entered into a convertible credit facility with C & C
Investment Holdings to bring additional capital into UltraCard.
Under the terms of the credit facility, the outstanding principal
balance was convertible, at the option of the Lender, into shares of
common equity of UltraCard representing a 51% ownership interest. The
Lender converted its loan into UltraCard common stock and sold its
position to Gold, Inc. of Metropolitan Dallas, Texas.
As a result of the transaction Upgrade's equity interest in
UltraCard has been reduced to approximately 25%. Additionally, as a
result of a special shareholders meeting of UltraCard initiated by
Gold, Upgrade no longer has any representation on UltraCard's Board of
Directors.
At the same time, the purported change in control of UltraCard
triggered a provision in an agreement between Upgrade and UltraCard
which enables Upgrade to accelerate approximately $12 million owed to
it by UltraCard. In any event the agreement calls for the repayment of
approximately $12 million in April, 2004.
Upgrade is hopeful that UltraCard can attract the necessary
capital in order to repay its $12 million to the Company. The Company
is currently in negotiations with UltraCard and Gold regarding this
matter. These discussions include a potential renegotiation of the
agreement pursuant to which UltraCard owes the Company approximately
$12 million, along with a potential investor's commitment to complete
the development of UltraCard's technology.
As a result of the foregoing developments, the Company has the
opportunity to also affiliate with other technology companies that can
provide solutions in securing a mass storage credit card form factor
hardware technology for its international marketing infrastructure.
This refinement in the Company's business strategy is in response to
developments in the smart card industry.

About Upgrade

Upgrade International Corporation through its ownership interest
in high capacity smartcard related organizations is engaged in the
development and commercialization of high-capacity portable solutions
for a broad range of existing and new markets. Management believes
that the latest investment will potentially provide numerous
industrial users with a combination of high levels of security and a
greater amount of personal transportable data storage at the lowest
cost in the industry. In addition, the development of smart card based
solution providers represents a strategic market strategy designed to
accelerate the adoption of new technologies into newly developing
markets.

Except for the historical information presented in this document,
Upgrade's news release contains statements that are, or may be deemed
to be, forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934. These statements can be identified by
the use of forward-looking terminology such as "believes", "expects",
"may", "will", "intends", "should", "estimates," or "anticipates" or
the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and
uncertainties. These forward-looking statements include, but are not
limited to, statements regarding the anticipated benefits of proposed
or future agreements and acquisitions, future operating results,
future prospects, the capabilities and capacities of our business
operations, any financial or other guidance, and all statements that
are not based on historical fact. The ultimate correctness of these
forward-looking statements is dependent upon a number of known and
unknown risks and events, and is subject to various uncertainties, and
other factors that may cause our actual results, performance, or
achievements to be different from any future results, performance, or
achievements expressed or implied by these statements.
For a further description of various risks, relevant factors, and
uncertainties that could cause future results or events to differ
materially from those expressed or implied in our forward-looking
statements, see our filings with the Securities and Exchange
Commission. Upgrade undertakes no obligation to publicly update or
revise the forward-looking statements made in this news release to
reflect events or circumstances after the date of this news release or
to reflect the occurrence of unanticipated events.

KEYWORD: WASHINGTON TEXAS ILLINOIS
INDUSTRY KEYWORD: BANKING BANKING COMPUTERS/ELECTRONICS
SOURCE: Upgrade International Corporation

CONTACT INFORMATION:
for Upgrade International Corporation
Daniel S. Bland or Howard A. Jaffe
Investor Relations: 847-325-5605
ir@upgd.com http://www.upgd.com

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THIS NEWS RELEASED 00:15:12 THIS MORNING......................

Business Editors

LINCOLNSHIRE, Ill.--(BUSINESS WIRE)--UPGD--
Upgrade International Corporation (OTC:UPGD) is pleased
to announce that it has entered into an agreement to acquire a 30%
equity interest in StorCard Inc. ("StorCard") as well as an exclusive
marketing and distribution license for the Middle East and Southeast
Asia regions in consideration for $12 million, a portion of which has
already been advanced to the company. Upon further investment Upgrade
will be granted an exclusive marketing and distribution license for
the following regions: Europe, China, and Latin America. Upgrade
expects to complete the funding of this transaction through a
combination of debt and equity financings. StorCard, a San Jose,
California based company is developing a proprietary, patent pending
platform technology in a credit card form factor. According to
StorCard, by combining integrated circuit chip technology and the
characteristics of hard drive and floppy disk technology, the StorCard
delivers a high capacity card technology platform to meet the
increasing demand for high-capacity, portable and tamperproof card
solutions in the government, healthcare, financial and enterprise
markets. StorCard anticipates commercial availability of their
products in the fourth quarter of 2004.
StorCard is developing products based on new technologies that
combine the best features of magnetic storage, intelligence and
security technologies packaged in the ubiquitous credit card format.
StorCard(R) technology will be the first platform to combine on-card
intelligence, authentication and encryption -- providing a convenient
way to securely transport, share and manage large amounts of personal
or business information, while protecting the data from theft and
tampering.
"Upgrade is excited about the partnership with StorCard and the
platform's potential to surpass many existing technologies and enable
new applications," said Howard Jaffe, President, Upgrade
International. Daniel Bland, Chairman and Chief Executive of Upgrade
added, "Since Upgrade began developing the market opportunity for high
capacity, smart card solutions several years ago, the market potential
has grown dramatically and there are numerous international
opportunities that we are pursuing. Our portfolio of software and
hardware solutions will position us uniquely to capitalize on this
large market opportunity. StorCard represents the next generation in
the high capacity card market and we are very excited about our
affiliation with StorCard in the development of this industry."
"Upgrade, with its experience pioneering the high capacity smart
card industry and established business relationships in many markets,
is a valuable partner to StorCard's market development plans," said
Finis Conner, StorCard's chairman and CEO. "StorCard was founded on
the growing awareness that individuals lacked a convenient solution to
securely and conveniently transport, access and store digital
information. Partnering with Upgrade, we will deliver the industry's
first intelligent media -- media that will authenticate an individual
for access while securely protecting the information with encryption.
StorCard is the only portable media solution which will enforce policy
information on how and when the data may be used."
By combining magnetic disk technology in a portable device,
StorCard provides low-cost, secure and encrypted data storage with
more flexible policy management options than existing portable storage
technologies, such as flash memory or smart cards. And with a wide
array of potential applications requiring high-capacity, secure
storage, StorCard provides substantial value-added benefits for many
large markets.
The StorCard format uses an on-board processor with integrated
software authentication controls to execute policies that manage use
of the encrypted data. The information is stored on the integrated
high-capacity magnetic storage medium, resulting in a completely
secure portable server that allows individuals and organizations to
transact and safely exchange information wherever and whenever it is
needed. And with the choice of industry standard USB 2.0 interface,
StorCard will integrate into existing systems and infrastructure for
easy deployment.

About StorCard

StorCard Inc. is an innovative developer and provider of
breakthrough products expanding the market applications in enterprise,
consumer electronics, government, healthcare and financial services
for intelligent, secure, and portable information. Founded in 2001,
StorCard is led by an experienced management team and has developed a
portfolio of innovative technologies -- addressing today's issues and
tomorrow's opportunities. Additional information is available at www.storcard.com.

About Upgrade

Upgrade International Corporation through its ownership interest
in high capacity smartcard related organizations is engaged in the
development and commercialization of high-capacity portable solutions
for a broad range of existing and new markets. Management believes
that the latest investment will potentially provide numerous
industrial users with a combination of high levels of security and a
greater amount of personal transportable data storage at the lowest
cost in the industry. In addition, the development of smart card based
solution providers represents a strategic market strategy designed to
accelerate the adoption of new technologies into newly developing
markets.

Except for the historical information presented in this document,
Upgrade's news release contains statements that are, or may be deemed
to be, forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934. These statements can be identified by
the use of forward-looking terminology such as "believes", "expects",
"may", "will", "intends", "should", "estimates," or "anticipates" or
the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and
uncertainties. These forward-looking statements include, but are not
limited to, statements regarding the anticipated benefits of proposed
or future agreements and acquisitions, future operating results,
future prospects, the capabilities and capacities of our business
operations, any financial or other guidance, and all statements that
are not based on historical fact. The ultimate correctness of these
forward-looking statements is dependent upon a number of known and
unknown risks and events, and is subject to various uncertainties, and
other factors that may cause our actual results, performance, or
achievements to be different from any future results, performance, or
achievements expressed or implied by these statements.
For a further description of various risks, relevant factors, and
uncertainties that could cause future results or events to differ
materially from those expressed or implied in our forward-looking
statements, see our filings with the Securities and Exchange
Commission. Upgrade undertakes no obligation to publicly update or
revise the forward-looking statements made in this news release to
reflect events or circumstances after the date of this news release or
to reflect the occurrence of unanticipated events.

StorCard is a trademark of StorCard Inc. All other trademarks are
the property of their respective owners

KEYWORD: ILLINOIS CALIFORNIA
INDUSTRY KEYWORD: HARDWARE COMPUTERS/ELECTRONICS MERGERS/ACQ
SOURCE: Upgrade International Corporation

CONTACT INFORMATION:
For Upgrade International Corporation
Investor Relations
Daniel S. Bland or Howard A. Jaffe, 847-325-5605
ir@upgd.com http://www.upgd.com

COULD BE GOOD WATCHLIST ITEM THIS MORNING.