<SUBMISSION>
<ACCESSION-NUMBER>0000893750-02-000460
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20020805
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ATPOS COM INC
<CIK>0000893855
<ASSIGNED-SIC>3578
<IRS-NUMBER>330253408
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-44868
<FILM-NUMBER>02719880
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3051 NORTH FIRST ST
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4084685400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>500 OAKMEAD PARKWAY
<STREET2>STE 620
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PENULTIMATE INC
<DATE-CHANGED>19930824
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MOBINETIX SYSTEMS INC
<DATE-CHANGED>19960928
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SYMBOL TECHNOLOGIES INC
<CIK>0000278352
<ASSIGNED-SIC>3577
<IRS-NUMBER>112308681
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE SYMBOL PLAZA
<CITY>HOLTSVILLE
<STATE>NY
<ZIP>11742-1300
<PHONE>5165632400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE SYMBOL PLAZA
<CITY>HOLTSVILLE
<STATE>NY
<ZIP>11742-1300
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>schedule13d.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 SCHEDULE 13D
                                (Rule 13d-101)

                   INFORMATION TO BE INCLUDED IN STATEMENTS
                FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
                    THERETO FILED PURSUANT TO RULE 13d-2(a)


                                @POS.com, Inc.

                               (Name of Issuer)

                    COMMON STOCK, PAR VALUE $.001 PER SHARE
                        (Title of Class of Securities)

                                   04963A104
                                (CUSIP Number)

                             LEONARD GOLDNER, ESQ.
                   EXECUTIVE VICE PRESIDENT/GENERAL COUNSEL
                           SYMBOL TECHNOLOGIES, INC.
                               ONE SYMBOL PLAZA
                        HOLTSVILLE, NEW YORK 10017-3954
                                (631) 738-2400

                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)
                                with a copy to:

                             EDWARD J. CHUNG, ESQ.
                          SIMPSON THACHER & BARTLETT
                             425 LEXINGTON AVENUE
                         NEW YORK, NEW YORK 10017-3954
                                (212) 455-2000

                                 July 26, 2002
                     (Date of Event which Requires Filing
                              of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

                                  Page 1 of 5


<PAGE>

CUSIP No. 04963A104

________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Symbol Technologies
     11-2308681
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [_]

________________________________________________________________________________
3    SEC USE ONLY



________________________________________________________________________________
4    SOURCE OF FUNDS*


     WC
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Delware
________________________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF
                    916,283(1)
   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY

  OWNED BY          0
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING
                    916,283(1)
   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH

                    0
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


     916,283(1)
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [_]

________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


     8.9%(1) (see Item 5 below)
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*


     CO
________________________________________________________________________________


--------
1     Calculated pursuant to Rule 13d-3 and based upon information contained
      in the Company's Quarterly Report on Form 10-QSB filed with respect to
      the period ending March 31, 2002.


                                  Page 2 of 5

<PAGE>


ITEM 1.  SECURITY AND ISSUER.

         This Statement on Schedule 13D (the "Schedule 13D") relates to the
common stock, par value $.001 per share ("Common Stock"), of @POS.com, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 3051 North First Street, San Jose, California 95134.

ITEM 2.  IDENTITY AND BACKGROUND.

         Schedule I to the Schedule 13D sets forth the name, the business
address, the present principal occupation or employment (and the name,
principal business and address of any corporation or other organization in
which such employment is conducted), and the citizenship of the directors,
executive officers and controlling persons of Symbol Technologies, Inc
("Symbol").

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         The response to Item 4 is incorporated herein by reference.

ITEM 4.  PURPOSE OF TRANSACTION.

         Pursuant to a letter dated July 25, 2002, Symbol proposed to the
Company that Symbol acquire all of the outstanding capital stock of the
Company for aggregate consideration of $5.5 million. Symbol's letter is
attached as Exhibit A to this Schedule 13D. As a condition to entering into
discussions with Symbol with respect to such an acquisition, the Company
requested that Symbol provide $400,000 of interim working capital financing.
On July 26, 2002, Symbol agreed to provide such financing out of its
working capital pursuant to a convertible promissory note, which is
convertible at any time into a number of shares of Common Stock equal to the
product of (A) a fraction, the numerator of which is the then-outstanding
balance of the Note (including accrued and unpaid interest) and the
denominator of which is $5,000,000, and (B) the number of Common Stock
outstanding on a fully diluted basis. Since such date, Symbol and the Company
have been conducting discussions with respect to a definitive agreement with
respect to such an acquisition. The form of the convertible promissory note is
attached as Exhibit B to this Schedule 13D.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         The response to Item 4 is incorporated herein by reference.

         Based upon information contained in the Company's Quarterly Report on
Form 10-QSB filed with respect to the period ending March 31, 2002, Symbol
estimates that it has beneficial ownership of 916,283 shares of Common Stock
(representing approximately 8.9% of the outstanding Common Stock), including
sole power to vote and dispose of all shares so owned.

         Neither Symbol nor, to its knowledge, any of the persons identified
on Schedule I, have effected transactions in shares of the Common Stock during
the preceding 60 days.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

         The response to Item 4 is incorporated herein by reference.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

         A.  Letter dated July 25, 2002 from Symbol to the Company.

         B.  Form of Convertible Promissory Note dated July 26, 2002, made by
the Company and Crossvue, Inc. in favor of Symbol.

                                 Page 3 of 5


<PAGE>


                                  SIGNATURES

         After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.

Date:  August 5, 2002                       SYMBOL TECHNOLOGIES, INC.


                                            By: /S/ LEONARD GOLDNER
                                            -------------------------------
                                            LEONARD GOLDNER
                                            Executive Vice President and
                                            General Counsel


                                  Page 4 of 5

<PAGE>


                                  SCHEDULE I

                     INFORMATION CONCERNING THE DIRECTORS,
    Executive Officers AND CONTROLLING PERSONS OF SYMBOL TECHNOLOGIES, INC.

         Each of the individuals listed below is a United States citizen. The
business address of each individual is One Symbol Plaza, Holtsville, New York
11742-1300. The address of the corporation or organization (if other than
Symbol), if any, at which the principal occupation or employment of each such
individual is conducted is set forth below such individual's name. To the
knowledge of Symbol, during the last five years, none of such persons has been
(a) convicted in a criminal proceeding, excluding traffic violations or
similar misdemeanors, or (b) a party to a civil proceeding of a judicial or
administrative body, the result of which was a judgment or decree enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws, or finding any violation with respect to
such laws.

         NAME AND CURRENT                      PRESENT PRINCIPAL
         BUSINESS ADDRESS                   OCCUPATION OR EMPLOYMENT
         ----------------                   ------------------------

Richard Bravman .................   Vice Chairman of the Board of Directors and
                                    Chief Executive Officer of Symbol
                                    Technologies, Inc.

George Bugliarello...............   Director of Symbol Technologies, Inc.
c/o  Polytechnic University         Chancellor of Polytechnic University.
     6 Metrotech Center
     Brooklyn, New York  11201

Leonard H. Goldner...............   Executive Vice President, General Counsel
                                    and Secretary of Symbol Technologies, Inc.

Carole DeMayo....................   Senior Vice President-Human Resources of
                                    Symbol Technologies, Inc.

Ron Goldman......................   Senior Vice President, General
                                    Manager-Marketing and Business Development
                                    of Symbol Technologies, Inc.

Leo A. Guthart...................   Director of Symbol Technologies, Inc.
c/o  Topspin Partners, L.P.         Managing Partner of Topspin Partners, L.P.
     3 Expressway Plaza, Suite 100
     Roslyn Heights, New York 11577

Kenneth V. Jaeggi................   Senior Vice President-Finance and Chief
                                    Financial Officer of Symbol Technologies,
                                    Inc.

Joseph Katz......................   Senior Vice President-Research and
                                    Development of Symbol Technologies, Inc.

Robert Korkuc....................   Vice President, Chief Accounting Officer
                                    of Symbol Technologies, Inc.

<PAGE>

         NAME AND CURRENT                      PRESENT PRINCIPAL
         BUSINESS ADDRESS                   OCCUPATION OR EMPLOYMENT
         ----------------                   ------------------------

Harvey P. Mallement..............   Director of Symbol Technologies, Inc.
c/o  Harvest Partners, Inc.         General Partner of Harvest Partners, Inc.
     280 Park Avenue, 33rd Floor
     New York, New York 10017

Raymond R. Martino...............   Vice Chairman of the Board of Directors of
                                    Symbol Technologies, Inc. Retired; formerly
                                    President and Chief Operating Officer of
                                    Symbol Technologies, Inc.

Boris Metlitsky..................   Senior Vice President-Corporate Engineering
                                    of Symbol Technologies, Inc.

William Nuti.....................   President and Chief Operating Officer of
                                    Symbol Technologies, Inc.

Satya Sharma.....................   Senior Vice President, General Manager-
                                    Worldwide Operations of Symbol
                                    Technologies, Inc.

James Simons.....................   Director of Symbol Technologies, Inc.
c/o  Renaissance Technologies       President of Renaissance Technologies
       Corporation                  Corporation.
     800 Third Avenue, 33rd Floor
     New York, New York 10022

Jerome Swartz....................   Chairman of the Board of Directors, Chief
                                    Scientist and Director of Symbol
                                    Technologies, Inc.
<PAGE>

                                                                  Exhibit A

                   [Letterhead of Symbol Technologies, Inc.]



                                                   July 25, 2002

Mr. John Wood
Chairman of the Board and
    Chief Executive Officer
@POS.com, Inc.
3051 North First Street
San Jose, CA 95134 U.S.A.

Dear John:

             We are pleased to propose that Symbol Technologies, Inc.
acquire all of the outstanding equity interests in @POS, com, Inc, (the
"Company") for an aggregate purchase price of $5.5 million. The proposed
transaction would be effected through a customary negotiated two-step merger
agreement, whereby Symbol would make a tender offer for all of the outstanding
common stock of the Company.

             We have reviewed the Asset Purchase Agreement dated June 26,
2002 among the Company, Crossvue, Inc. and. Hand Held Products, Inc and are
confident that the Company's Board will conclude that our proposal constitutes
a "Superior Proposal" as defined in such Asset Purchase Agreement, In addition
to the higher consideration for your shareholders contemplated by our
proposal, we believe that our proposed transaction would have a number of
significant advantages over the transaction contemplated by the Asset Purchase
Agreement, including the absence of any hold-back provision or any risk that
the value available to shareholders would be reduced by the Company's retained
liabilities. We also believe that our proposed transaction would have fewer
conditions, can be completed substantially faster and is potentially more tax
efficient for your shareholders.

             In addition, we are prepared to fund (i) up to $400,000 of
interim working capital advances prior to the execution of a definitive
agreement between Symbol and the Company, (ii) a loan to the Company in an
amount necessary to fully repay HHP under the Convertible Promissory Note
dated June 26, 2002 (including any break-up fee payable) simultaneously with
the execution of such definitive agreement and (iii) thereafter provide
additional working capital advances to the Company, which loan and advances
under clauses (i), (ii) and (iii) will not exceed $2,000,000 in the aggregate,
Such loan and advances shall be on terms substantially the same as the
Convertible Promissory Note currently held by HHP.

             Symbol intends to obtain the funds necessary to complete the
transaction from existing cash balances. As we are sure you are aware, we are
the global leader in mobile data transaction systems with annual revenues in
excess of $1 billion dollars and with a market capitalization (even at today's
depressed levels) in excess of $1 billion.

<PAGE>

             Our proposal is subject only to the following conditions:
(i) the completion of satisfactory due diligence to be conducted by us and our
advisors and (ii) the negotiation and execution of definitive agreements on
terms satisfactory to the parties thereto. We have reviewed the publicly
available information on the Company and we believe that our due diligence
would be completed expeditiously and would not delay the execution of
definitive agreements (which we hope would be executed as early as the end of
next week).

             If the Company determines to promptly accept our proposal,
the transaction could be completed as early as the beginning of September
2002. Unless earlier accepted, this proposal will terminate at 5:00 PM on July
26, 2002.

             We look forward to discussing this proposal and negotiating
definitive agreements with you immediately. In responding to us or in seeking
further information concerning our proposal, or for any other matter, please
call me at (631) 738-4765.


                                         Sincerely yours,

                                         /s/ Leonard Goldman
                                         ------------------------------------
                                         Leonard Goldner
                                         Executive Vice President and
                                         General Counsel

Cc:  R. Bravman



<PAGE>

                                                                  Exhibit B

                                   [FORM OF]
                          CONVERTIBLE PROMISSORY NOTE


$400,000.00                                                      July 26, 2002


             FOR VALUE RECEIVED, @POS.COM, INC., a corporation organized
under the laws of the State of Delaware ("POS"), and CROSSVUE, INC., a
corporation organized under the laws of the State of Delaware ("Crossvue")
(POS and Crossvue hereafter individually referred to as a "Borrower" and
collectively referred to as the "Borrowers"), hereby jointly and severally
promise to pay to the order of SYMBOL TECHNOLOGIES, INC., a corporation
organized under the laws of the State of Delaware ("Lender"), the principal
sum of Four Hundred Thousand Dollars ($400,000.00), or such lesser amount as
is equal to the aggregate outstanding principal amount of all Loans made to
Borrowers by Lender from time to time, together with interest at the rate
specified herein.

             Definitions.  Whenever used in this Note, the following
capitalized terms shall have the meanings set forth below:

             "Common Stock" shall mean shares of common stock of POS.

             "Event of Default" shall mean any of the events specified in
Section 10 of this Note.

             "Loan" shall mean each advance made by Lender to Borrowers
under this Promissory Note.

             "Maturity Date" shall mean August 15, 2002.

             "Person" shall mean any individual, firm, corporation,
partnership, limited liability company, incorporated or unincorporated
association, joint venture, joint stock company or other entity of any kind.

             "Subsidiary" shall mean, as to any Person, a corporation,
partnership or other entity of which shares of capital stock having ordinary
voting power to elect a majority of the board of directors or other managers
of such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person.

             "Termination Date" shall mean August 15, 2002.

             2.  Loans.
                 -----
<PAGE>

             (a) So long as no Event of Default has occurred and is
continuing, Borrowers may at any time and from time to time prior to the
Termination Date request from Lender one or more Loans in an amount up to but
not exceeding in the aggregate at any one time outstanding the sum of
$400,000.

             (b) An initial Loan of $200,000 shall be made when Borrower
executes and delivers this Note. Thereafter, Borrowers shall give Lender prior
written or oral notice of each subsequent Loan requested hereunder, specifying
the amount and date of each Loan. Borrowers may not request more than one Loan
in any calendar week and each such request may not exceed $200,000. Each
request for a Loan shall be accompanied by a written cash flow projection
setting forth the current cash position of Borrowers (which for these purposes
shall include the amount of any cash prepayment made by Federated Department
Stores less an amount needed by Borrowers to purchase parts inventory
specifically for the Federated contract) and the current cash needs of
Borrowers for the following week (showing the amount of anticipated
expenditures by general category) in order to allow Borrowers to operate in the
ordinary course of business. If the weekly cash flow statement shows a
projected cash flow deficit, Lender will, prior to the Termination Date, make a
Loan to Borrowers in the amount of the deficit up to a maximum of $200,000 per
week. The proceeds of the Loan shall be made available to Borrowers to such
account or accounts as Borrowers may designate.

             (c) Upon the making of Loans and the receipt of any payments
on Loans made hereunder, Lender is authorized to endorse the attached Schedule
A with an appropriate notation or to make appropriate notations on Lender's
books and records, provided that the failure to make any such notation (or any
error therein) shall not affect the obligations of the Borrowers to repay the
Loans made under this Note. Such notations made by Lender shall be conclusive
evidence of all loans and payments made hereunder absent manifest error.

             3.  Interest.
                 ---------

             (a) The outstanding principal balance of this Note shall
bear interest at a rate of 10% per annum. In the event this Note is not paid
on the Maturity Date or following an Event of Default, the outstanding
principal balance of this Note shall bear interest at a rate of 15% per annum
following such date.

             (b) Interest shall be calculated on the basis of a 365-day
year for the actual number of days elapsed. Interest on the principal amount
of all outstanding Loans shall be payable in arrears on the first day of each
month and if not so paid shall be added to the principal balance monthly.

             4. Principal. The principal balance of this Note shall be
paid on the Maturity Date. Borrowers may prepay this Note in whole or in part
at any time without premium or penalty. Except for the asset purchase
agreement entered into by and between Borrowers and Hand Held Products, Inc.
on June 26, 2002, Borrowers shall make a mandatory prepayment of the
outstanding principal balance of this Note, and any accrued and unpaid
interest hereon, on

<PAGE>

the date on which either Borrower or POS's stockholders
enter into a transaction with a Person other than Lender which involves (i) a
merger or consolidation of either Borrower with another Person or the transfer
of any portion of the outstanding capital stock or assets to another Person or
(ii) a debt or equity financing by either Borrower; provided that, in the
event the financing does not raise proceeds (net of costs and expenses of the
financing transaction) equal to or in excess of $2,000,000, the mandatory
prepayment shall be limited in an amount to 50% of the net proceeds raised in
such financing transaction.

             5.  [RESERVED]
                 ---------

             6.  Payments.  All payments due under or pursuant to this Note
shall be made when due at such address as Lender may designate in writing from
time to time, in lawful money of the United States of America.

             7.  [RESERVED]
                 ----------

             8.  Conversion.
                  ----------

             (a) Lender may at any time before or after the occurrence of
an Event of Default convert all or a portion of the unpaid principal balance
of this Note (including accrued and unpaid interest) into such number of
shares of Common Stock of POS as is equal to the product of (A) a fraction,
the numerator of which is the then-outstanding balance of this Note (including
accrued and unpaid interest) and the denominator of which is $5,000,000, and
(B) the number of Seller's shares of Common Stock outstanding on a fully
diluted basis, including, without limitation, shares of Common Stock issuable
pursuant to (i) any outstanding rights, options or warrant to subscribe for,
purchase or otherwise acquire shares of Common Stock or securities convertible
into Common Stock and (ii) outstanding indebtedness, shares or other
securtities convertible into or exchangeable for Common Stock.

             (b) If Lender desires to convert this Note into shares of
Common Stock, Lender shall surrender this Note and shall give written notice
to POS that Lender elects to convert the same. POS shall, as soon as
practicable thereafter, issue and deliver to Lender, a certificate or
certificates for the number of shares of Common Stock to which Lender shall be
entitled. Such conversion shall be deemed to have been made immediately prior
to the close of business on the date of surrender of this Note, and Lender
shall be treated for all purposes as the record holder of such shares of
Common Stock on such date. If Lender elects to convert less than the entire
outstanding balance of this Note, Borrowers shall issue a replacement
promissory note for the balance which is not converted.

             (c) POS will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by POS, but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 8 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of Lender

<PAGE>

against impairment.

             (d) In the event of any taking by POS of a record of the
holders of any class of securities for the purpose of determining the holders
thereof who are entitled to (i) receive any dividend or other distribution,
any security or right convertible into or entitling the holder thereof to
receive additional shares of Common Stock, (ii) receive any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any
other securities or property, or to receive any other right, or (iii) approve
any transfer of assets, consolidation, merger, dissolution or other
reorganization, Borrowers shall mail to Lender at least twenty (20) days prior
to the date specified therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend, distribution,
security, or right, and the amount and character of such dividend,
distribution, security or right.

             (e) POS shall pay any and all issue and other taxes (except
taxes measured by the net income of Lender) that may be payable in respect of
any issue or delivery of shares of Common Stock on conversion of this Note
pursuant hereto.

             (f) POS shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of this Note, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of
this Note. If at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of this Note,
POS will take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose, including, without limitation, engaging
in best efforts to obtain the requisite stockholder approval of any necessary
amendment to its Certificate of Incorporation.

             (g) In case of any reorganization or any reclassification of
the capital stock of POS, any consolidation or merger of POS with or into
another Person, or the conveyance of all or substantially all of the assets of
POS to another Person, this Note shall thereafter be convertible into the
number of shares of stock or other securities or property (including cash)
which a holder of the number of shares of Common Stock deliverable upon
conversion of this Note would have been entitled upon the record date of (or
date of, if no record date is fixed) such reorganization, reclassification,
consolidation, merger or conveyance; and, in any case, appropriate adjustment
shall be made in the application of the provisions herein set forth with
respect to the rights and interests thereafter of Lender, to the end that the
provisions set forth herein shall thereafter be applicable, as nearly as
equivalent as is practicable, in relation to any shares of stock or the
securities or property (including cash) thereafter deliverable upon the
conversion of this Note.

             9.  Representations and Warranties.  The Borrowers jointly and
severally represent and warrant as follows:

             (a) Borrowers have the corporate power and authority to execute
and deliver this Note and to incur the indebtedness evidenced hereby;

<PAGE>

             (b) The execution, delivery and performance of this Note
have been duly and validly authorized by all requisite corporate action on
behalf of the Borrowers.

             (c) This Note constitutes the legal, valid and binding
obligation of Borrowers, enforceable against Borrowers in accordance with its
terms.

             10.  Events of Default.  The occurrence of any of the following
events shall constitute an Event of Default under this Note:

             (a) Borrowers fail to make payment of any amounts owing
under this Note when due other than payments of interest due prior to the
Maturity Date;

             (b) A Borrower fails to comply with, perform or observe any
other covenant or agreement contained in this Note and such failure shall not
be cured within 30 days after written notice thereof;

             (c) Any representation or warranty made or given by Borrowers in
this Note proves to be false or misleading in any material respect;

             (d) A judgment shall be entered against any Borrower which
is not satisfied, vacated, bonded or stayed within 30 days after entry
thereof;

             (e) (i) Any Borrower or any of its Subsidiaries shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial
part of its assets, or any Borrower or any of its Subsidiaries shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Borrower or any of its Subsidiaries any case, proceeding
or other action of a nature referred to in clause (i) above which (A) results
in the entry of an order for relief or any such adjudication or appointment or
(B) remains undismissed, undischarged or unbonded for a period of 30 days; or
(iii) there shall be commenced against any Borrower or any of its Subsidiaries
any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any
such relief which shall not have been vacated, discharged or stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) any Borrower or
any of its Subsidiaries shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) any Borrower or any of its
Subsidiaries shall admit in writing its inability to pay its debts as they
become due.

<PAGE>

             Upon the occurrence of one of the events specified in
clauses (a) through (d), all amounts due under this Note may, at Lender's
option, be accelerated and declared payable in full. Upon the occurrence of
one of the events specified in clause (e), all amounts due under this Note
shall automatically be accelerated and become payable in full. Borrowers shall
no longer be authorized to request additional Loans hereunder following the
occurrence of any Event of Default.

             11. Waiver of Protest. Borrowers hereby waive presentment,
protest, demand, notice of dishonor or default, and notice of any kind except
as herein required with respect to this Note or the performance of their
obligations under this Note.

             12. Waiver; Amendment. No delay or omission by Lender in
enforcing or exercising any right hereunder shall operate as a waiver of such
right or of any other right under this Note. A waiver on any one occasion
shall not be construed as a waiver of any right or remedy on any future
occasion. This Note may not be amended except as Lender may consent thereto in
writing duly signed for and on its behalf.

             13.  Governing Law.  This Note shall be governed by, and construed
in accordance with, the laws of the State of New York without giving effect to
principles of conflicts of law.

             14.  Jurisdiction.  Each Borrower hereby irrevocably and
unconditionally:

             (a) submits for itself and its property in any legal action
or proceeding relating to this Note, or for recognition and enforcement of any
judgment in respect hereof, to the non-exclusive general jurisdiction of all
federal and state courts located in the State of Delaware, and appellate
courts from any hereof;

             (b) consents that any such action or proceeding may be
brought in such courts, and waives any objection that the Borrower may now or
hereafter have to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;

             (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail) postage prepaid, to
the Borrower at its address set forth above or at such other address of which
the Lender shall have been notified by Borrower;

             (d) agrees that nothing herein shall affect the right of the
Lender to effect service of process in any other manner permitted by law or
shall limit the right of the Lender to commence appropriate legal proceedings
to enforce its rights under this Note in any other jurisdiction; and

             (e) waives all right to trial by jury in any action, proceeding or
counterclaim arising out of or in connection with this Note.

<PAGE>

              IN WITNESS WHEREOF, the Borrowers have executed this Convertible
Promissory Note as of the date first set forth above.


                                      @POS.COM, INC.


                                      By:___________________________________
                                             Title:


                                       CROSSVUE, INC.


                                       By: __________________________________
                                             Title:

<PAGE>


                                SCHEDULE A



                AMOUNT OF             AMOUNT OF             UNPAID PRINCIPAL
   DATE            LOAN           PRINCIPAL PAYMENT             BALANCE
------------ ------------------- --------------------- -----------------------


</TEXT>
</DOCUMENT>
</SUBMISSION>
