Exhibit 10.6

                       CARD PRODUCTION SERVICE AGREEMENT

EFT  Source,  Inc.  of  Nashville,  Tennessee  (Company) and Merchant Processing
International,  Inc.,  18500  Von  Karman  Suite 530, Irvine, CA  92612 (client)
hereby  enter  into  this  Agreement  in  which  EFT Source will provide certain
services  for said Client in return for compensation as outlined herein and with
attachments.

1.  PRODUCTION  PROGRAMMING:As  directed  by  Client,  EFT  Source will computer
program  a card production process for a fee of $295.00 per card type.  This fee
includes  the  computer  programming  actions  necessary to produce a valid card
program  on  the  EFT  Source  production  system.  EFT  Source will submit card
production  specifications  to  the  CLIENT for review and will not complete the
card  production  services  until it receives written approval from CLIENT.  The
EFT  Source  client  service  representative is responsible for coordinating the
implementation  of  the client's card program, which will include the production
of  client's  test cards. CLIENT recognizes and understands testing and approval
of  CLIENT's  card  program  is  the  CLIENT's  responsibility.  CLIENT  also
understands  that  production  delays  may  occur  without CLIENT's written test
approval  of  the  card  program.

2. PRODUCTION SERVICES AND PRICES:  The EFT Source client service representative
  --------------------------------
will  review with the CLIENT all services which will be performed by EFT Source.
Attachment  A  defines all prices for services available to CLIENT. Attachment A
will  be  reviewed  on  a  quarterly  basis  to  review  quantities and pricing.

3.  EFT  SOURCE  PERFORMANCE  OBLIGATIONS

3.1  ACCEPTANCE  OF  CONFORMING  CARD ORDERS:  CLIENT acknowledges that each and
   ------------------------------------------
every  card  production  order  must  pass  EFT  Source  computer automated card
production  edits  which  are  the  exact  production  specifications tested and
approved  by  CLIENT.  CLIENT  acknowledges  card  orders, which fail production
edits,  may  result in delays in production fulfillment.  Conforming card orders
for  new  and  replacement  card  issues  will  be  received via electronic file
transmission  or  by  other mediums (e.g., diskette, tape) as mutually agreed by
the  parties  involved  in  the  card  production  process.

3.2  TWO  BUSINESS  DAY  FULFILLMENT:  EFT  Source  will fulfill conforming card
   ----------------------------------
production orders (including card processing and mailing) within 48 hours or two
business  days  from  the date it receives such orders prior to 12:00 PM Central
Time  on  the  ordering date.  Notwithstanding the foregoing, "48 hour" and "two
business  day"  service will not be provided on EFT Source holidays or weekends;
and  "48  hour" and "two business day" service does not apply to renewal issues,
which will be sent separate from new and replacement issues.  Finally, "48 hour"
and  "two business day" service does not apply in instances of CLIENT submitting
non-conforming  card  processing  orders.  CLIENT  will  be notified in the most
expedient  manner  of  a  non-conforming  transmission,  and once the problem is
rectified,  EFT  Source  will  then fulfill its "two business day" obligation as
written  above.

3.3  CONFIDENTIAL  INFORMATION:EFT Source will consider as confidential and will
   ----------------------------
not  disclose to third parties confidential information, data or plans of CLIENT
or  its  affiliates  that  is  disclosed to EFT Source in the performance of the
Agreement  and  identified  by CLIENT as confidential, unless the information so
classified  is  already  known  to  EFT  Source  or  its  agents,  employees  or
representatives,

<PAGE>
or  to  others  not bound by a duty of confidentiality; such information becomes
publicly  available  through  no  fault  of  EFT  Source;  or  the  use  of such
information  is necessary in connection with legal proceedings.  EFT Source will
take reasonable action to prevent its agents, employees, or representatives from
disclosing  Confidential  Information.

4.  PAYMENT  TERMS
  ----------------

4.1 MONTHLY INVOICES:  Payments are due from CLIENT net 30 days from the date of
    -----------------
the  invoice.  Payments  not  received within 30 days of the due date of invoice
are  subject  to  a  late  fee  of 3% (three percent) of the net invoice amount.
Payments  not  received  within  45  days  of the date of invoice are subject to
interest of 1.5% (one and one half percent) per month for each month (or partial
month)  that  the  payment  is not received (provided, however, that in no event
shall  the  interest  rate  exceed  the maximum rate allowed by applicable law.)
Acceptance  by  EFT  Source  of partial payment of the total amount due does not
relieve  CLIENT  of  its  obligation to pay any remaining amounts due, including
without  limitation  late  fees  or  interest  (billed  or  unbilled).


4.2  OPTIONAL  PROVISION  OF KEY COPIES:  For an additional fee, EFT Source will
     -----------------------------------
provide  CLIENT  with  copies  of  the  Card Verification Value ("CVV") and Card
Verification  Code  ("CVC")  keys  (each  pair  of such keys, a "Key Copy").  If
CLIENT  initials  the Automatic Key Copy Option on Attachment A, EFT Source will
automatically  provide  CLIENT with a Key Copy each time it first uses a new key
to  encode  cards for CLIENT.  In exchange for this service, CLIENT will pay EFT
Source  $300.00  per  Key  Copy upon receipt of EFT Source's invoice.  If CLIENT
fails  to  initial  the  Automatic  Key Copy Option on Attachment A or if CLIENT
requests  EFT  Source  to provide additional Key Copies, EFT Source will provide
Key  Copies  to CLIENT at a price of $2,500.00 per Key Copy or EFT Source's then
prevailing  rate,  whichever  is  higher.

5.  EFT  REGULATIONS  DISCLOSURE:  Federal  and  State laws regarding electronic
  -------------------------------
funds  transfer  may affect various aspects of the CLIENT'S intended program and
should  be  carefully reviewed by the CLIENT'S legal counsel.  EFT Source is not
responsible  (and  will  not  be  held  accountable) for non-compliance with the
Federal  EFT  Act,  Regulation E, or other Federal or State laws or regulations.

6.  REMEDIES

6.1  REMEDIES  AVAILABLE  TO  EITHER  PARTY  The  following  remedies  shall  be
   ----------------------------------------
available  to  either  party:
(a)     Either  party  may  terminate this Agreement, upon written notice to the
other  party, if such other party breaches this Agreement and fails to cure such
breach  within  twenty  (20)  days  of  being  notified  thereof  in  writing.
(b)     Either party may immediately terminate this Agreement without notice (or
at  the  earliest  time  permitted  by  applicable  law)  if (i) any involuntary
proceeding  in  bankruptcy  or  under any similar law is filed against the other
party  (the  "Bankrupt  Party") or its property which is not dismissed within 60
              ---------------
days  after  filing;  (ii)  any  voluntary proceeding in bankruptcy or under any
similar  law  is  filed  by  the  Bankrupt  Party;  (iii)  The Bankrupt Party is
dissolved  or liquidated: (v) a receiver or trustee is appointed by the Bankrupt
Party  or  its  property;  (v)  The  Bankrupt  Party makes an assignment for the
benefit  of  creditors;  (vi)  or  the  Bankrupt  Party  becomes insolvent or is
generally  unable  to  pay  its  debts  as  they  become  due.

<PAGE>
6.2  REMEDIES AVAILABLE TO EFT SOURCE  The following remedies shall be available
   ----------------------------------
to  EFT  Source:
(a)  Failure  by  CLIENT  to  pay in full all amounts due in owing, when due and
owing, shall be a default hereunder, and EFT Source shall have all the rights of
a  contracting  party  under  the laws of the State of Tennessee in the event of
such  a  default  plus  attorney  fees and costs incurred in connection with the
enforcement  of  such  rights.
(b)  EFT Source shall be fully indemnified by CLIENT in respect of all liability
arising  out  of  or  in connection with laws governing or related to electronic
funds  transfers,  as  set  forth  in  Section  5   hereof.
                                       ----------

6.3  REMEDIES  AVAILABLE  TO CLIENT The following remedies shall be available to
   --------------------------------
CLIENT:
(a)  Faulty  Production:  If  parties  mutually  determine  that  a card sent to
     -------------------
CLIENT'S  customer  has  been improperly produced, EFT Source shall replace such
card  at  no  cost  to  CLIENT.
(b)  Failure  To  Fulfill  Two-Day  Card Service  If  EFT Source fails to comply
     -------------------------------------------
with  the  obligation  described  herein  to provide the two-day card processing
service,  pursuant to the terms and conditions of and subject to the limitations
of  Section  3, CLIENT may be provided a per card credit to its monthly invoice.
    ----------
(using  the  monthly  "per  card  fee"  schedule  in  Appendix  A  hereof  ).
(c)  Disclosure  of  Confidential  Information  In  the  event  that  EFT Source
     -----------------------------------------
breaches  its  duty to CLIENT, as described in Section 3 hereof, to maintain the
                                               ---------
confidentiality  of  the  Confidential  Information,  CLIENT may seek injunctive
relief  and  respect  to  such  a  breach.
(d)  LIMITATION  OF  DAMAGES  Notwithstanding  any  other  provision herein, EFT
     -----------------------
Source's liability to CLIENT is limited to an amount not greater than the amount
paid  by  CLIENT  pursuant  to  this  Agreement.

6.4 NO SPECIAL OR CONSEQUENTIAL DAMAGE  In no event shall either party be liable
   -----------------------------------
to  the  other  party  for  special  or  consequential  damages  hereunder or in
connection  herewith.

6.5  DISPUTE RESOLUTION  The parties may, by mutual consent, at any time seek to
     ------------------
resolve  any  and  all  disputes  by  the  use  of  mediation  and/or binding or
non-binding  arbitration. Unless the parties agree otherwise in writing, neither
party  waives its right to seek the remedies otherwise available to it hereunder
by  pursuing  alternative  dispute  resolution such as mediation or arbitration.

7.  TERM/TERMINATION  OF  AGREEMENT:  The  term of this Agreement is three years
    --------------------------------
from  the  date  of  this Agreement. Thereafter the parties, upon mutual written
agreement,  may  renew this Agreement for additional one-year periods. Client or
Company  may  terminate this agreement prematurely by providing ninety (90) days
written  notice  of  intent  to  terminate.

8. DISCLAIMER OF WARRANTY:  EFT SOURCE WARRANTS ONLY THAT THE SERVICES PERFORMED
   -----------------------
UNDER THIS AGREEMENT WILL BE PERFORMED IN ACCORDANCE WITH THE CRITERIA STATED IN
SECTIONS  1  AND  3 HEREOF.  THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES,  EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ANY
WARRANTY  OF  MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM A
COURSE  OF  DEALING  OR  USAGE  OF  TRADE,  ACCURACY  OF  INFORMATION  OR TITLE.

9.  RELATIONSHIP  OF  THE  PARTIES:  No  employment,  partnership,  or  agency
  --------------------------------
relationship  or  joint  venture is created by reason of this Agreement. Neither
party  is  authorized  to  bind  the other to any agreement or contract with any
third  party.

<PAGE>
10. RECOGNITION BY PARTIES OF ADEQUACY OF TERMS OF AGREEMENT:  The parties agree
   ---------------------------------------------------------
that  their  negotiations  have  led  each  of  them  to an understanding of the
business  needs  and  requirements  of  the  other  party in connection with the
services  to  be provided under this Agreement. Each of the parties acknowledges
that  the terms of this Agreement adequately define and provide for its business
needs and requirements in connection with the services to be provided hereunder.

11.  ASSIGNMENT;  AGREEMENT FOR BENEFIT OF PARTIES ONLY:  This Agreement will be
   ----------------------------------------------------
binding  upon  and  will  inure  to  the benefit of the parties hereto and their
successors  and  permitted assigns. Notwithstanding the above, neither party may
assign this Agreement without the prior written consent of the other party. This
Agreement  and  all  of  its  provisions  and  conditions  are  for the sole and
exclusive  benefit  of  the  parties  to this Agreement and their successors and
permitted  assigns.

12.  COMPLETE  AGREEMENT;  AMENDMENT;  WAIVER:  Each of the parties acknowledges
   ------------------------------------------
that  it  has  reviewed this Agreement and understands its terms and conditions.
This Agreement represents the complete understanding of the parties with respect
to  the  matters  set  forth  herein  and  supersedes  any  and  all  previous
representations,  statements,  or  promises,  whether  verbal or in writing. The
parties  specifically  affirm  the  limitations  in  respect  of  warranties and
remedies  set  forth  herein and agree that no other warranties or promises have
been  made  except the express warranties made herein. This Agreement may not be
modified, altered, amended, or changed except by mutual agreement in writing. No
failure  by  either  party to insist upon strict performance of any term of this
Agreement  will  act  as  a  waiver  of such party's right to insist upon strict
performance of such term at a later time or to insist upon strict performance of
any  other  term  of  this  Agreement.

13.  GOVERNING  LAW;  JURISDICTION; VENUE :  This Agreement shall be governed by
   --------------------------------------
and  construed  in  accordance  with  the  substantive  laws  of  the  State  of
StateTennessee  as if it were negotiated, executed and performed entirely within
the  State  of  StateplaceTennessee.  In the event of any dispute involving this
Agreement,  the  parties  hereto  consent  to  the exclusive jurisdiction of the
courts  in  the  State  of  Tennessee  located  in  Nashville,  Davidson County,
Tennessee,  or,  if  it  has  or  can acquire jurisdiction, in the United States
District  Court  for  the  Middle District of Tennessee, and each of the parties
waives  any  objection  to  venue  laid  therein. The provisions of this Section
                                                                         -------
13shall  survive  any  termination  of  this  Agreement.
--

<PAGE>
14.  COUNTERPARTS:  This Agreement may be executed in any number of counterparts
     ------------
(by  facsimile  transmission or otherwise), and each shall be deemed an original
but  all  such  counterparts  shall  constitute but one and the same instrument.

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  written  below.

MERCHANT  PROCESSING  INTERNATIONAL,  INC.        EFT  SOURCE,  INC.

Name:                                             Name:

Signature:                                        Signature:

Title:                                            Title:

Date:                                             Date:


REVIEWED  BY:
                                                  Initials          Date

EFT  Source  Production  Manager:                 ______          _______
EFT  Source  Client  Service  Representative:     ______          _______
EFT  Source  Accounting  Manager:                 ______          _______























<PAGE>

                                  ATTACHMENT A

                                EFT SOURCE, INC.
CARD PERSONALIZATION SERVICE PRICES FOR MERCHANT PROCESSING INTERNATIONAL, INC.

                        [Confidential Price Information]


<PAGE>

                                  ATTACHMENT B

                            EFT SOURCE PORTAL ACCESS
                            ------------------------
                                   BACKGROUND

A.     EFT Source and Client are parties to that certain Card Production Service
Agreement  (the "Card Production Service Agreement") pursuant to which EFT
Source is providing Client with certain card production services.
B.     Effective January 1st 2003, EFT Source will maintain a secure,
Internet-based service located at the URL [Confidential] (including
any upgraded versions, successors or replacements, "Internet Site") to
facilitate the Client's review of its account relating to such card production
services, including without limitation, Client's tracking of card production
orders.
     Now,  Therefore,  in  consideration  of  the terms and conditions set forth
herein  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of  which  are  hereby  acknowledged,  the  parties hereto agree as
follows:

     ACCESS TO AND USE OF INTERNET SITE. CLIENT'S ACCESS TO AND USE OF THE
     ----------------------------------
INTERNET SITE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

     (a)     EFT Source may, at any time and in its sole discretion, modify,
revise or otherwise change the Internet Site (including without limitation
adding or discontinuing any or all services or transactions offered through the
Internet Site), in whole or in part, without notice or liability to Client.  All
of the provisions of the Card and Service Production Agreement are incorporated
herein.

     (b)     Subject to the terms and conditions of this Agreement, Client is
granted a limited, revocable, nonexclusive and nontransferable license, without
the right to sublicense, to access and use the Internet Site only for (i)
displaying the Internet Site on Client's Internet browser so Client can access
and review its account information; and (ii) printing or copying portions of the
Internet Site relating to Client's account information. Client's access and use
of the Internet Site is further limited to internal purposes only and Client
shall not, directly or indirectly allow any third party other than an authorized
user to access or use the Internet Site or use the Internet Site in the
operation of a service bureau, application service provider or similar business.

     (c)     Except  as  permitted in the limited license set forth in paragraph
(a),  above,  Client  shall  not  copy, reproduce, distribute, display, perform,
sell,  lease,  transmit  or  create  derivative works from the Internet Site (in
whole  or  in  part)  or  translate,  modify,  reverse-engineer, disassemble, or
decompile  the  Internet  Site.

     (d)     Client  may  not  upload  to,  or  distribute  or otherwise publish
through  the  Internet Site any content, information, or other material that (i)
violates  or  infringes the rights of any persons, including without limitation,
rights  in  copyrights,  patents,  trademarks, service marks, trade secrets, and
other

<PAGE>
proprietary  rights;  (ii)  is  libelous,  threatening,  defamatory,  obscene,
indecent,  pornographic,  or  could give rise to any civil or criminal liability
under  U.S.  or  international  law; or (iii) includes any bugs, viruses, worms,
trap  doors,  Trojan  horses  or  other  harmful  code  or  properties.

          (e)     EFT Source shall not be liable to Client for any interruptions
or  failures  relating  to  Client's  access  to and/or use of the Internet Site
relating  to  any  circumstances that are beyond EFT Source's control, including
without  limitation, war, insurrection, sabotage, terrorist acts, embargo, fire,
flood,  strike or other labor disturbance, governmental acts, interruption of or
delay  in  transportation,  unavailability  of  or  interruption  or  delay  in
telecommunications  or  third party services, failure of third party software or
inability  to obtain power used in or equipment needed for provision of Internet
services.

     (f)     Although EFT Source has taken reasonable steps to prevent the
unauthorized access to its computer systems by third parties, Client
acknowledges that use of the Internet and related resources involves potential
computer security risks and Client agrees that EFT Source cannot and does not
guarantee against the risk that its computer systems will be free from
unauthorized access. Client further agrees that EFT Source shall not be liable
to Client for any unauthorized access to and/or misuse of EFT Source's computer
systems, or for Client's inability to access or use the Internet Site due to any
reason beyond EFT Source's control.

     (g)     All  information  and  data  that  is  part  of  the Internet Site,
including  without  limitation,  text,  graphics, photos, illustrations, images,
video  and  audio  clips  (collectively,  "Content") and all trademarks, service
marks,  trade  dress,  logos and tag lines displayed on this Site (collectively,
the  "Marks")  are  the  sole  and  exclusive  property  of  EFT Source or their
respective owners. Client is not granted any right or license, either express or
implied,  in  any  Marks,  patents,  trade secrets, rights of publicity or other
intellectual  or  proprietary  rights  of  EFT  Source  or  any  of the goodwill
associated  with  any  of the foregoing.  Client shall not remove any copyright,
trademark, or other proprietary legends or notices that appear on, in or as part
of  the  Internet  Site.

     (h)     Client may be assigned a password and ID to access and use the
Internet Site. If Client requires more than one password and ID, Client shall
appoint a password coordinator to administer the distribution of passwords and
IDs to individual users. Each individual user who uses any of such passwords and
IDs shall be deemed to be authorized to access and use the Internet Site and EFT
Source shall not have any obligation to investigate the authorization or source
of any such access or use. Client is solely responsible for protecting the
security and confidentiality of all password(s) and ID(s). Client acknowledges
and agrees that it will be solely responsible for all access and use of the
Internet site by individual users and any other third party who uses the
password(s) and ID(s) whether or not such access and use is actually authorized
by client, including without limitation, all financial obligations that may
result from such access or use.

     (i)     All  content,  services  and  transactions  offered  as part of the
Internet site are provided on an "as-is" and "as available" basis.  The Internet
site  may  include  inaccuracies,  mistakes or typographical errors.  EFT Source
does  not  warrant  that  the  content will be uninterrupted or error free.  EFT
Source disclaims any and all representations and warranties, express or implied,
including without limitation, the implied warranties of merchantability, fitness
for a particular purpose, noninfringement, title, quiet enjoyment, data accuracy
and  system  integration.

     (j)     To  the  maximum  extent  permitted  by applicable law, in no event
shall  EFT  Source  or  any  of  its officers, directors, employees or agents be
liable  for  punitive, consequential, incidental, exemplary, indirect or special
damages  (including  without  limitation  damages  resulting from lost revenues,
business, use, data or other intangibles), regardless of legal theory (including
without  limitation,  negligence),  whether or not such damages were foreseeable
and even if EFT Source had been advised of the possibility or likelihood of such
damages.

     (k)     Without limiting the foregoing, EFT Source's maximum cumulative
liability to client shall not exceed the amount of fees received by EFT Source
by client for the card production services.

<PAGE>
     GENERAL.  THIS  ATTACHMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
     -------
WITH  THE LAWS OF THE STATE OF _TENNESSEE WITHOUT REGARD TO ITS CONFLICT OF LAWS
PRINCIPLES.  THIS  ATTACHMENT  MAY BE SIGNED IN ONE OR MORE COUNTERPARTS, ALL OF
WHICH,  TAKEN  TOGETHER,  SHALL  CONSTITUTE  ONE  AND  THE  SAME  AGREEMENT.

IN WITNESS WHEREOF, the parties have executed this Attachment as of the
Effective Date by each of their undersigned duly authorized representatives.


MERCHANT PROCESSING INTERNATIONAL, INC.  EFT SOURCE, INC.

Name:____________________________        Name:___________________________

Signature:_________________________      Signature:________________________

Title:_____________________________      Title:____________________________

Date:_____________________________       Date:____________________________