Exhibit 10.2

              MPI PREPAID DEBIT CARD CO-BRAND MARKETING AGREEMENT

     This Agreement is dated as of November 25, 2007, between Berman Marketing
Group, Inc., ("Marketer") a Nevada Corporation at 18500 Von Karman Suite 530
Irvine, CA  92612 and Merchant Processing International, Inc. a California
Corporation at 18500 Von Karman Suite 530 Irvine, CA  92612, ("MPI")

     R E C I T A L S

A.     Marketer is in the business of marketing prepaid debit cards.

B.     Marketer would like to market the MPI prepaid debit card products or any
other card products developed by MPI.

     NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and conditions hereinafter set forth, the parties hereto,
intending to be legally bound, agree as follows:

                            ARTICLE I - DEFINITIONS

SECTION 1.1     Definitions

     Except as otherwise specifically indicated, the following terms shall have
the following meanings in this Agreement (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

     (a) Account means a numbered account that a Cardholder may access by use of
the Card issued to the Cardholder, and includes the record of debits and credits
between the issuing MPI and Cardholder with respect to a Card.

     (b) Balance means the amount funded by MPI with respect to an Account, less
any charges or withdrawals made by the Cardholder, which a Cardholder may access
by use of the Card issued to the Cardholder.

     (c) BIN means Bank Identification Number and is a number given by a System.

     (d) By-laws and Operating Rules mean the By-laws and Operating Rules of a
System.

     (e) Card means a financial services card, which is issued pursuant to the
Operating Rules of VISA, MasterCard or other similar network, and held by a
Cardholder entitling such holder to access the Balance

     (f) Card Account Income means all revenue received from a Cardholder as
disclosed in the Cardholder Agreement, including but not limited to, annual
fees, cash transaction fees, balance inquiry fees, and other fees as specified
from time to time including interchange fees collected as the result of card
usage.

<PAGE>
     (g) Cardholder means a person who is issued a Card pursuant to the Program.

     (h) Cardholder Agreement means the agreement between the issuing bank and
Cardholder governing the terms and use of a Card.

     (i) Cardholder Settlement Account means the deposit account held at issuing
bank and funded by the bank for the purpose of offsetting Settlement charged by
a System and paid by issuing bank.

     (j) Deposit Account means a demand, time, savings, passbook, or like
account maintained with a bank, savings and loan association, and credit union
or like organization, other than an account evidenced by a certificate of
deposit.

     (k) Graphic Standards mean all standards, policies, and other requirements
adopted by a System from time to time with respect to use of its Marks.

     (l) Insolvency Event occurs, with respect to a party, when such party:

          (i) is dissolved, becomes insolvent, generally fails to pay or admits
     in writing, its inability generally to pay its debts as they become due;

          (ii) makes a general assignment, arrangement or composition agreement
     with or for benefit of its creditors; or

          (iii) files a petition in bankruptcy or institutes any action under
     federal or state law for the relief of debtors or seeks or consents to the
     appointment of an administrator, receiver, custodian, or similar entity for
     winding up of its business (or has such a petition or action filed against
     it and such petition, action or appointment is not dismissed or stayed
     within thirty (30) days.)

     (m) Interchange Fee means the fee paid to the issuer by an acquiring
financial institution for a transaction, as established by a System from time to
time.

     (n) Item means the electronic messages which communicate and effect a
transaction among bank, MPI, a Cardholder, and Marketer.

     (o) Mark means the service marks and trademarks of the Marketer, System,
issuing bank, or MPI, including but not limited to, the names and other
distinctive marks or logos which identify Marketer, System, issuing bank, or
MPI.

     (p) Membership means the membership in a System and licensing rights
thereto obtained by the issuing bank.

     (q) Operating Rules mean the operating rules and regulations adopted and
written by VISA, MasterCard, other networks or the issuing bank, as the case may
be, as the same may from time to time

<PAGE>
be amended, modified, or supplemented and applicable to an Account or the
transactions contemplated by this Agreement.

     (r) Par Value means one hundred percent (100%) of the dollar balance of a
card account receivable.

     (s) Processing Services mean those services which are necessary to issue a
Card and process an Account transaction in accordance with the By-laws and
Operating Rules of a System and rules of any Regulatory Authority. Such services
shall include but not be limited to: account set-up and maintenance, Card
design, Card production, Card issuance, transaction processing, settlement,
system access, Cardholder dispute resolution, customer service, system
compliance, regulatory compliance, security and fraud control, collections, and
activity reporting.

     (t) Program means all marketing, evaluation, processing, administration,
supervision and maintenance of the Cards, Accounts, and Cardholders established
under this Agreement.

     (u) Program Materials mean all materials and methods of marketing used by
Marketer in connection with this Agreement including, without limitation, any
advertisements, brochures, telephone scripts, applications, Cardholder
Agreements, agreements with Third Party Clients, statements and similar
materials.

     (v) Program Revenues mean all interchange fee revenues generated by or
accruing under a Card marketed and governed by this Agreement.

     (w) Regulation E means (i) the regulations, all amendments thereto and
official interpretations thereof (12 C.F.R. Part 205) issued by the Board of
Governors of the Federal Reserve System implementing Title IX (Electronic Funds
Transfer Act) of the Consumer Credit Protection Act as amended (15 U.S.C. 1693
et. seq.), and (ii) the Electronic Funds Transfer Act and any amendments
thereto.

     (x) Regulatory Authority means, as the context requires, any System; the
Federal Deposit Insurance Corporation; the Federal Reserve Board; and any
Federal or state agency having jurisdiction over issuing bank, MPI, or Marketer.

     (y) Rules mean the By-Laws and Operating Rules of any System, the published
regulations and official interpretations of any Regulatory Authority, and any
local, state, and federal statutes, regulations, rules, or orders applicable to
the acts of the issuing bank, MPI, Marketer, or Cardholders under this
Agreement.

     (z) Settlement means the movement of funds between issuing bank, and an
independent processing organization in accordance with the procedures they have
established with a financial institution other than issuing bank, and System
members in accordance with the Rules.

     (aa) System means MasterCard, VISA, Cirrus, Plus, and/or any other card
network system of transmitting Items and settlement thereof.

<PAGE>
                        ARTICLE II - DUTIES OF MARKETER

SECTION  2.1     Marketing  of  Cards
                 --------------------

     Marketer  shall  promote  and  market  the  MPI  Cards  issued  by  the MPI
designated  issuing  bank and processed and serviced by a MPI approved processor
in  accordance  with  the  terms  and  conditions  of  this  Agreement.

SECTION  2.2     Program  Materials
                 ------------------

     MPI  shall,  at its expense, develop Program Materials to be used to market
the  Cards.  MPI  shall  be  responsible for insuring that all Program Materials
comply  with  the  Rules.  Marketer may submit additional marketing materials to
MPI  for  its prior review and approval before using the same in connection with
the  Program.  Special  marketing  Materials  may  be  requested by Marketer and
provided by MPI at cost.  Marketer shall not use any Program Materials to market
or solicit Cards, or that otherwise refer to MPI or debit or prepaid debit cards
issued  by  MPI,  unless  the  same have been approved by MPI in writing.  MPI's
approval  of  Program  Materials shall not relieve Marketer of its obligation to
ensure  that  the Program Materials comply with the Rules.  Marketer agrees that
MPI  may,  in  its  sole  discretion,  reject  any  Program  Materials.

     MPI  may  also  provide  the  following  Program  Materials:

     i.  Private  Labeled  cards;
     ii.  Private  Labeled  carriers;  and
     iii.A  Private  Labeled  website.

     Marketer agrees that the Program Materials shall be and remain the property
of  MPI  and,  when directed by MPI, Marketer shall destroy or return to MPI any
Program  Materials  containing  MPI's  name  or  any  Marks  of  MPI.

SECTION  2.3     Printing  of  Cards  and  Cardholder  Agreements
                 ------------------------------------------------

     All  Cards and Cardholder Agreements shall identify the MPI designated bank
as  the  issuer  of  the  Cards and include such other names and Marks as may be
required  to  conform  to  the  Graphic Standards and comply with all applicable
Rules.  The  Card and Cardholder Agreement shall be provided by MPI to Marketer.

SECTION 2.4     Establishment of Cardholder Accounts; Maintenance of
                ----------------------------------------------------
Applications
------------

     The  MPI  designated  bank  shall  be  responsible for accepting Cardholder
Agreements  and for determining and funding the amount of a Cardholder's Account
Balance  by  funding  the Cardholder Settlement Account as specified herein. MPI
shall  review  all  proposed  Cardholder Agreements and preliminarily approve or
disapprove  of  the  same in compliance with any requirements established by the
issuing  bank.  Final  approval  of all new Cardholders shall be reserved to the
issuing  bank.

<PAGE>
SECTION  2.5     Card  Pricing
                 -------------

     All  charges and fees to be paid by Cardholders shall comply with all Rules
governing  the  issuance  of  Cards  by  MPI  and  the  issuing bank.  MPI shall
establish  the  Card  pricing  and  provide  the  pricing  to  Marketer.

SECTION  2.9     MPI  Approved  Processor  Processing  and  Servicing
                 ----------------------------------------------------

     MPI shall at all times maintain a prepaid debit services reseller agreement
with  a  MPI  approved  processor.  Marketer  shall be responsible for all fees,
costs,  and  charges  of  a  MPI  approved  processor  for  services provided in
connection  with  the  Program.

SECTION  2.10     Access  to  Program  Documents  and  Information
                  ------------------------------------------------

     MPI  shall  at all times have access to all data, information and documents
concerning  the  Program and the Cardholders which Marketer may acquire or which
may  be  in  the  control or possession of Marketer or a MPI approved processor,
including,  but  not  limited  to, Cardholder Agreements, information concerning
Program  Revenues, information concerning transactions, and agreements affecting
the  management  and  administration  of  the Program.  Marketer shall make such
data,  information,  and  documents available to Marketer at Company's sole cost
and  expense.

SECTION  2.11     ISO  Application  and  Administrative  Fees
                  -------------------------------------------

     MPI  shall  complete all registration requirements, including any necessary
Independent Sales Organization (ISO) applications, for Marketer.  Marketer shall
deliver to MPI, within three (3) business days of receipt, a copy of all notices
or  correspondence  it  receives  from  any System, Regulatory Authority, or law
enforcement  agency  relating  to the Program.  Marketer acknowledges and agrees
that  it is responsible for any and all obligations related to the operations of
the  Program which are imposed upon MPI whether by a System, an issuing bank, or
by  a  Regulatory  Authority,  under applicable Rules, promptly after receipt of
notice  thereof  from  MPI.

SECTION  2.12     Liability  of  Parties  for  System  and  Regulatory  Claims
                  ------------------------------------------------------------

     Marketer  shall  be  liable  to  each  System  and/or  MPI  for any and all
liabilities  and  every  loss,  claim,  demand,  and cause of action (including,
without  limitation, the cost of investigating the claim, the cost of litigation
and reasonable attorneys' fees, whether or not legal proceedings are instituted,
as  the case may be) by or on behalf of any System or any Cardholder as a result
of  Marketer's alleged failure to comply with the Rules or its obligations under
this  Agreement.

      (a)     MPI  shall  be  liable to Marketer for any and all liabilities and
every  loss,  claim,  demand, and cause of action (including without limitation,
the  cost  of  investigating  the  claim,  the cost of litigation and reasonable
attorneys'  fees,  whether  or not legal proceedings are instituted, as the case
may  be) brought by or on behalf of any party as a result of MPI' or any Systems
alleged  failure  to  comply  with  the  Rules  or  its  obligations  under this
Agreement.

<PAGE>
SECTION  2.13     Regulatory  Examinations,  Audits,  and  Financial Information
                  --------------------------------------------------------------

     (a) Marketer agrees to submit to any examination which may be required by
any Regulatory Authority with audit and examination authority over MPI, to the
fullest extent of such regulatory authority. MPI shall, if possible, provide
Marketer with prior notice of any such audit or examination promptly after being
notified by such Regulatory Authority.

     (b) Marketer agrees that MPI (either directly or by the use of accountants
or other agents or representatives) may audit, inspect, and review Marketer and
its files, records, and books relating to the Program. Marketer agrees to submit
to MPI such information as MPI may from time to time reasonably request in order
to ascertain Marketer's compliance with the requirements of this Agreement,
compliance with the Program, and compliance with all applicable laws and
regulations, and Marketer shall further provide copies and results of any
audits, examinations, or similar reviews with respect to the Program which
Marketer may undertake of itself.

     (c) Marketer acknowledges that MPI is entitled to information concerning
the financial condition and stability of Marketer and its ability to meet its
financial commitments. Marketer agrees to provide MPI such information
concerning the foregoing as MPI may from time to time reasonably request.

     (d) Marketer agrees to provide MPI upon execution of this Agreement with
organizational charts reflecting ownership of Marketer, its subsidiaries (if
any), and relationships with all affiliates of Marketer. Marketer shall promptly
provide MPI with such information as necessary to update the same so that MPI at
all times will have current, accurate information concerning the matters
described in the first sentence of this subsection.

     (e) Marketer agrees to promptly provide MPI with copies of (i) any notices,
summons, complaints, determination letters, or similar documents commencing or
giving notice of any lawsuit, arbitration proceeding, or other proceedings or
actions commenced or threatened to be commenced against Marketer, except demands
or claims for payment of less than $100,000; and (ii) any judgments, decrees,
injunctions, temporary restraining orders, or administrative decisions entered
against Marketer or any of its properties. In addition, Marketer shall promptly
provide written notice to MPI of the occurrence of any event which would cause
Marketer to be in violation of the Rules or which would cause any of the
representations and warranties of Marketer set forth in this Agreement to become
materially inaccurate or incomplete.

     (f) Marketer agrees to provide a quarterly marketing plan that includes a
quarterly sales projection.

                          ARTICLE III - DUTIES OF MPI

SECTION  3.1     Maintenance  of  Accounts
                 -------------------------

     MPI shall maintain each Account established in accordance with the terms of
this Agreement.  MPI shall work with the System to allow Cardholders to access
the Balance placed upon each Account pursuant to the deposits of funds into the
Cardholder Settlement Account by Marketer.  MPI's processor

<PAGE>
shall  maintain  a  record  of  debits and credits between MPI' issuing bank and
Cardholder  with  respect  to  a  Card.

SECTION  3.2     Membership  in  System
                 ----------------------

     So long as Marketer is in full compliance with the terms of this Agreement,
MPI  shall  retain  its Membership in System in good standing and shall abide in
all  material  respects  by  all the Rules applicable to MPI; provided, however,
that  MPI  shall  not  be  obligated  to  maintain  such  Membership if a System
terminates  MPI's  Membership  notwithstanding MPI's compliance with such Rules.

SECTION  3.3     Ownership  of  Cards  and  Cardholder  Information
                 --------------------------------------------------

     Marketer  agrees  that MPI or MPI' designee shall be the exclusive owner of
all  Cards, and the Cardholder relationships.  Marketer agrees that it shall not
disclose  or  release  information  concerning  the  Cards  or  a  Cardholder's
relationship  with  MPI  to  any other party.    Marketer shall be the exclusive
owner of all information supplied by applicants to Marketer and may market other
products  or  services  to  applicants consistent with Marketer's posted privacy
policy  and  in  compliance  with  all  applicable laws, rules, and regulations.

SECTION  3.4     Management  of  Card  Accounts
                 ------------------------------

     Marketer  agrees  that  management  of the Accounts shall be subject to the
sole  discretion  of  MPI.  Without  limiting  the  generality of the foregoing,
Marketer  agrees  that  nothing herein shall be deemed to require MPI to open or
establish  any particular number of Accounts or maintain any particular level or
volume  of  deposits  made  in  connection  with the Accounts.  In addition, all
customer  service,  Card  design,  statement  procedures,  and  similar  matters
pertaining  to  the  Accounts shall be determined by MPI in its sole discretion.

          ARTICLE IV - COMPENSATION, CARD ACCOUNT INCOME AND EXPENSES

SECTION  4.1     Compensation  of  MPI
                 ---------------------

     As  compensation for issuing the Cards and providing the services described
in  this  Agreement,  in  addition  to  its  indemnification  and  reimbursement
obligations  as  provided  herein,  fees shall be identified in the Fee Schedule
attached  as  Exhibit  "B"  to  this  Agreement  and  made a part hereof by this
reference.

SECTION  4.2     Program  Revenues;  Card  Account  Income
                 -----------------------------------------

     Marketer and MPI shall be entitled to the Program Revenues and Card Account
Income generated as a result of the Program as described in Exhibit "B" attached
to  this  Agreement  and  made  a  part  hereof  by  this  reference.

SECTION  4.3     Expenses  of  MPI
                 -----------------

     MPI  shall  be  solely  responsible  for  the  following  expenses:

<PAGE>
     (a) MPI's own internal costs and expenses incurred in connection with
maintaining the Program;

     (b) All annual Membership fees relating to MPI's licenses with and
Membership in any System utilized by the Program;

     (c) Such other services and expenses that MPI may deem necessary or
appropriate for the Program and which are not the obligation of Marketer
hereunder.

     (d) All fees payable to any System for the registration or renewal of
Marketer, Third Party Clients, or other necessary entities as an Independent
Sales Organization.

     (e) All fees and costs pertaining to the establishment of new CityplaceICA
and BIN numbers for the Cards issued pursuant to the Program.

     (f) All fees and costs incurred in connection with the processing and
servicing of the Cards.

     (g) All fraudulent or unauthorized transactions, chargebacks, or other
returned payments accruing on Accounts.

     (h) All costs and expenses, including reasonable attorneys' fees, incurred
by MPI in reviewing the Program Materials and related documents for compliance
with the Rules.

     (i) All expenses associated with establishing and maintaining any accounts
with, or receiving services from, any financial institution providing
Settlement, if any.


SECTION  4.4     Expenses  of  Marketer
                 ----------------------

     Marketer  shall  be  solely  responsible  for  the  following:

     (a) All expenses associated with the marketing of Accounts incurred by
Marketer.

     (b) Any additional costs associated with programming, development or
designing not subject to the terms of this agreement.


                      ARTICLE V - LIMITATION OF LIABILITY

SECTION  5.1     Limitation  on  Liability
                 -------------------------

     MPI's  total  liability  to  Marketer  for  any  loss  or damage, direct or
indirect,  for  any cause whatsoever, with respect to any and all claims arising
out of or related to this Agreement shall not under any circumstances exceed the
amount  of  fees paid to MPI pursuant to this Agreement during the prior six (6)
months  before  said  liability  is  established  in  a  final  non-appealable
arbitration  award  or judgment or for the length of time the Agreement has been
effective  if  the  Agreement  has  not  been  in  place  for  six  (6)  months.

<PAGE>

SECTION  5.2     No  Special  Damages
                 --------------------

     In  no  event shall MPI or Marketer be liable to the other under any theory
of  tort,  contract, strict liability or other legal or equitable theory for any
lost  profits,  exemplary,  punitive,  special,  incidental,  indirect  or
consequential  damages,  each  of  which  is hereby excluded by agreement of the
parties  regardless  of  whether  or not MPI or Marketer has been advised of the
possibility  of  such  damages.

SECTION  5.3     Disclaimer  of  Warranties
                 --------------------------

     MPI  SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
ARISING  OUT  OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY
WARRANTY  OF  MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE  OR
NON-INFRINGEMENT,  EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES.

            ARTICLE VI - REPRESENTATIONS AND WARRANTIES OF MARKETER.

SECTION  6.1     Marketer  represents  and  warrants  to  MPI  as  follows:

     (a)     This  Agreement  is valid, binding and enforceable against Marketer
in  accordance  with  its  terms.

     (b)     Marketer  is  a  Limited  Liability Company duly organized, validly
existing  and  in  good  standing  under  the laws of the State of Nevada and is
authorized  to  do  business  in  each  state  in which the nature of Marketer's
activities  makes  such  authorization  necessary.

     (c)     Marketer  has  the  full power and authority to execute and deliver
this  Agreement  and  to  perform  all  its  obligations  under  this Agreement.

     (d)     The provisions of this Agreement and the performance of each of its
obligations  hereunder  do  not  conflict  with  any  of  Marketer's agreements,
contracts,  leases,  or  obligations  to  which  Marketer is a party or by which
Marketer  is  bound,  including any exclusivity or other provisions of any other
agreement  to  which  Marketer or any related entity of Marketer is a party, and
including  its  agreements with any other parties related to this Agreement.  In
addition,  none  of  Marketer,  its  affiliates,  or  any  related  parties  are
prohibited  by  any  obligation,  whether  contractual or otherwise, owed to any
other  party from performing the obligations of Marketer under this Agreement or
participating  in  the  activities of Marketer or otherwise participating in the
marketing  of  Cards,  and  Marketer further warrants that none of Marketer, its
affiliates,  or  any  related parties has or will infringe upon the intellectual
property  rights  or  other  rights  of  any  other  party in providing services
hereunder  or  in connection with the activities of Marketer, the development of
the  Program  Materials,  or  the  marketing  of  the  Cards.

     (e)     Neither  Marketer nor any principal of Marketer has been subject to
any  of  the  following:

          (i) Criminal conviction (except minor traffic offenses and other petty
     offenses); or

<PAGE>

          (ii) Bankruptcy filing or petition within the past nine (9) years; or

          (iii) Federal or state tax lien; or

          (iv) Administrative or enforcement proceedings commenced by the
     Securities and Exchange Commission, any state securities regulatory
     authority, Federal Trade Commission, Federal or state MPI regulator, or any
     other state or Federal regulatory agency; or

          (v) Restraining order, decree, injunction, or judgment in any
     proceeding or lawsuit, alleging fraud, deceptive practices, or any other
     claims based on conduct relating to matters involving a contract with a
     financial institution on the part of Marketer or any principal thereof.

     (f)     For  purposes  this section, the word "principal" shall include any
person  directly or indirectly owning ten percent (10%) or more of Marketer, any
officer  or  director  of  Marketer,  any  person  actively participating in the
control  of  Marketer's  business  and  any  spouse  of  any  of  the foregoing.

     (g)     There  is  not  now  pending  or  threatened  against Marketer, any
litigation  or proceeding, judicial, tax or administrative, the outcome of which
might  materially  adversely  affect  the  continuing  operations  of  Marketer.

     (i)     Marketer is familiar with the Rules in the states in which Marketer
does  or  may  do business, including, without limitation, those laws, Rules and
Regulations  governing  the  marketing  of  debit  cards  and  services.

                      ARTICLE VII - COVENANTS OF MARKETER

SECTION  7.1     The  parties  covenant  and  agree  follows:

     (a)     It  will  comply  with the Rules and any Rules and orders issued by
the  Regulatory  Authorities  which  relate  to  the  matters  and  transactions
contemplated  by  this  Agreement.

     (b)     It  will  promptly  give  written  notice to the other party of any
material  adverse  change  in  the  business,  properties, assets, operations or
condition,  financial or otherwise, of either party and any pending, or a threat
of,  litigation  involving  a  sum of one hundred thousand dollars ($100,000) or
more  and  of  all  tax  deficiencies  and other proceedings before governmental
bodies  or  officials  affecting  either  party.

     (c)     Upon  request each party will provide the other party a list of any
consumer  complaints which it has received in connection with the Program during
the  preceding  quarter,  showing  the  name  and  address  of  each complaining
Cardholder  and  a  brief  summary  of  the  Cardholder's  complaint.

<PAGE>
                        ARTICLE VIII - TERM OF AGREEMENT

SECTION  8.1     Term
                 ----

     This Agreement is effective from the date hereof and shall extend for three
(3)  year[s]  (the  "Original  Term").  Thereafter, the Agreement shall annually
renew  for  one  year  periods  unless  either  party provides written notice of
termination  of  the  Agreement  to the other party no less than sixty (60) days
before  the  expiration  of  the  current  annual  term.

SECTION  8.2     Termination
                 -----------

     (a)     Either  MPI  or  Marketer  shall  have  the right to terminate this
Agreement  upon  occurrence  of  one  or  more  of  the  following  events:

          (i) Failure by the other party to observe or perform, in any material
     respect, that party's obligations to the other party hereunder, so long as
     the failure is not due to the actions or failure to act of the terminating
     party, but only if the failure continues for a period of (a) thirty (30)
     days after the non-performing party receives written notice from the other
     party specifying the failure in the case of a failure not involving the
     payment of money, or (b) ten (10) days after the non-performing party
     receives written notice from the other party specifying the failure in the
     case of a failure to pay any amount then due hereunder;

          (ii) In the event any representation or warranty made to it by the
     other party is untrue and materially adverse to the terminating party as of
     the date made or delivered.

          (iii) The commencement of an involuntary proceeding or the filing of
     an involuntary proceeding or the filing of an involuntary petition in a
     court of competent jurisdiction seeking (a) relief in respect of the other
     party, or of a substantial part of its property or assets under Title 11 of
     the United States Code or any other Federal, state or foreign bankruptcy,
     insolvency, receivership or similar law, (b) the appointment of a receiver,
     trustee, custodian, sequestrator or similar office for the other party or
     for a substantial part of its property or assets, or (c) the winding up or
     liquidation of the other party, if such proceeding or petition shall
     continue undismissed for sixty (60) days or an order or decree approving or
     ordering any of the foregoing shall continue unstayed and in effect for
     sixty (60) days.

          (v) Upon any change to or enactment of any law or regulation which
     would have a material adverse effect upon the Program, Marketer, or the
     Cardholders.

          (vi) Both Marketer and MPI mutually agree to terminate the Agreement.

     (b)     Both  parties  shall  have  the  right  to terminate this Agreement
immediately  upon  occurrence  of  one  or  more  of  the  following  events:

<PAGE>
          (i) Any material default by the non-terminating party with respect to
     its obligations hereunder.

          (ii) If a Regulatory Authority or a System requires or requests that
     this Agreement be terminated.

     (c)     Either  party  may  terminate  this Agreement by giving thirty (30)
days  advance  written  notice  to  the non-terminating party if the terminating
party  at any time determines that the continued operation of this Agreement may
adversely affect the terminating party's safety and soundness, e.g. a threatened
regulatory action against the terminating party based on its involvement in this
Agreement.


SECTION  8.3     Disposition  of  Accounts
                 -------------------------

     In  the event of any termination of this Agreement pursuant to Section 8.2,
or  the expiration of the term of this Agreement, this Agreement shall remain in
full  force  and  effect with respect to all provisions regarding the Cardholder
Settlement  Account,  Compensation  Account, and Loss Reserve Account; provided,
however  that  MPI may place a hold upon any sums remaining in the accounts upon
default  by  Marketer  or  termination  of  the Agreement under Section 8.2 and,
thereafter,  the  sums  remaining in the accounts shall be delivered to Marketer
when  MPI  determines, in its reasonable discretion, that no additional charges,
fees,  settlement,  or other liabilities are likely to be incurred in connection
with  the  Program.

                          ARTICLE IX - CONFIDENTIALITY

SECTION  9.1     Confidential  Information
                 -------------------------

     Under  this  Agreement, the parties may be disclosing to each other certain
confidential  and  proprietary  information  including  customer lists, business
plans, software, data, prototypes, documentation, customer information, employee
personal  data  and  other  business  and/or  technical  information  (the
"Information"). The Information may be disclosed in either oral or written form.
The  receiving party shall hold the Information in confidence and shall exercise
a reasonable degree of care to prevent such disclosure of the Information, which
is  at  least as great as the care such party normally takes to preserve its own
proprietary  Information. The receiving party shall use the Information only for
the  purpose  of fulfilling its obligations under the Agreement; shall reproduce
the  Information  only  to the extent necessary for such purpose; shall restrict
disclosure  of  the  Information  to  its  employees  with  a need to know or as
required  by  any  Regulatory  Authority having jurisdiction over MPI; and shall
advise  such  employees  of  the  nondisclosure  obligation  assumed herein. The
receiving  party shall not disclose Information to any third party without prior
written  approval  of  the  other  party.

     The  above  restrictions  on the use of disclosure of Information shall not
apply  to  any  Information:

     (a)     which,  as established by the receiving party's written records, is
independently  developed  by  the  receiving party or its affiliated marketer or
lawfully received free of restriction from another source having the right to so
furnish  such  Information;  or

<PAGE>
     (b)     after  it  has  become  generally  available  to the public without
breach of this Agreement or any other Agreement to which Marketer is a party; or

     (c)     which,  as established by the receiving party's written records, at
the  time  of  disclosure  to the receiving party was known to such party or its
affiliate  marketer  free  of  restriction;  or

     (d)     which  the  disclosing  party  agrees  in  writing  is free of such
restrictions;  or

     (e)     which  is  disclosed  by  a  third party not under an obligation of
confidence;  and

     (f)     which  the  receiving  party  is required to disclose pursuant to a
governmental  or  judicial order, provided that the receiving party notifies the
disclosing  party  of  the  pending  disclosure  prior  to  such  disclosure.

     All Information shall remain the property of the disclosing party and shall
be  returned  upon  written  request or upon the receiving party's determination
that  it  no  longer  has  a  need  for  such  Information.

     The  parties  acknowledge that in the event either party breaches the terms
of  this  Section  9.1,  the non-breaching party shall be entitled to injunctive
relief  in  addition to any other remedies that may be available to it at law or
under  the  terms  of  the  Agreement.

SECTION  9.2     Privacy  Law  Compliance
                 ------------------------

     Each  party  agrees  that  it  shall  obtain,  use,  and retain information
concerning Cardholders and persons applying for Accounts only in compliance with
all applicable state and federal laws and regulations concerning the privacy and
confidentiality  of  such information, including the requirements of the federal
Gramm-Leach-Bliley  Act of 1999 and the regulations of the Federal Reserve Board
set  forth  at  12  C.F.R.  Part 216.  Each such party shall not disclose or use
information  concerning  Cardholders or persons applying for Accounts other than
to  carry  out  the purposes for which such information has been disclosed to it
hereunder.  Further  Marketer  shall require any Third Party Clients to maintain
the  confidentiality  of  said  information  in  a  similar  fashion.

SECTION  9.3     Survival
                 --------

     The terms of this Article IX shall survive any termination or expiration of
this  Agreement.

                         ARTICLE X - GENERAL PROVISIONS

SECTION  10.1     Indemnification
                  ---------------

     (a)     Marketer  covenants  and agrees to indemnify and hold harmless MPI,
its  parent  or  affiliates, and their respective officers, directors, employees
and  permitted  assigns,  as such, against any direct losses or expenses arising
from  any legal action, claim, demand or proceedings brought against any of them
as a result of any misrepresentation, breach of warranty or non-fulfillment of a
covenant  of  this  Agreement  on  the  part of Marketer; any act or omission of
Marketer  or  its  providers.

<PAGE>
     (b)     MPI  covenants  and  agrees to indemnify and hold harmless Marketer
and  its  parent  or  affiliates,  and  their  respective  officers,  directors,
employees, and permitted assigns, as such, against any direct losses or expenses
arising from any legal action, claim, demand, or proceedings brought against any
of  them  as  a  result  of  any  misrepresentation,  breach  of  warranty  or
non-fulfillment of a covenant of this Agreement on the part of MPI, or any claim
relating  to  obligations  owed  to  or by MPI or any third party retained by it
(except  to the extent that Marketer has agreed to fulfill such obligation under
this  Agreement);  provided,  that  this provision shall not apply if such claim
arises  out  of  (i)  an  act  of  fraud,  embezzlement  or criminal activity by
Marketer,  (ii)  ,  willful  misconduct  or  bad faith by Marketer, or (iii) the
failure  of  Marketer  to comply with, or to perform its obligations under, this
Agreement.

     (c)     If  any  claim  or  demand is asserted against any party or parties
(individually or collectively, the "Indemnified Party") by any person who is not
a  party  to  this  Agreement  in  respect of which the Indemnified Party may be
entitled  to  indemnification  under  the  provisions  of subsections (a) or (b)
above,  written  notice  of  such claim or demand shall promptly be given to any
party  or  parties (individually or collectively, the "Indemnifying Party") from
whom  indemnification  may  be  sought.  The  Indemnifying  Party shall have the
right, by notifying the Indemnified Party within ten (10) days of its receipt of
the  notice of the claim or demand, to assume the entire control (subject to the
right of the Indemnified Party to participate at the Indemnified Party's expense
and  with  counsel of the Indemnified Party's choice) of the defense, compromise
or  settlement  of  the  matter, including, at the Indemnifying Party's expense,
employment  of  counsel of the Indemnifying Party's choice.  If the Indemnifying
Party  gives  notice  to  any Indemnified Party that the Indemnifying Party will
assume  control  of  the  defense,  compromise  or settlement of the matter, the
Indemnifying  Party will be deemed to have waived all defenses to the claims for
indemnification  by  the  Indemnified  Party  with  respect  to  that  matter.
(a)     The  provisions  of  this  Section  10.1  and Section 10.2 shall survive
termination  or  expiration  of  this  Agreement.

SECTION  10.2     Setoff  and  Other  MPI  Remedies
                  ---------------------------------

     In the event of any failure by either party to perform any of its
obligations hereunder both parties shall have all rights and remedies available
at law or in equity.

SECTION  10.3     Disclosure
                  ----------

     (a)     Each  party  shall  promptly  notify the other of any action, suit,
proceeding,  facts  and  circumstances, and the threat of reasonable prospect of
same,  which  might  give  rise  to any indemnification hereunder or which might
materially  and  adversely  affect  either  party's  ability  to  perform  this
Agreement.

     (b)     Each  party  represents  and  warrants  to the other that it has no
knowledge  of  any  pending  or  threatened  suit,  action, arbitration or other
proceedings of a legal, administrative or regulatory nature, or any governmental
investigation,  against it or any of its affiliates or any officer, director, or
employee  which  has  not  been  previously disclosed in writing and which would
materially  and  adversely  affect  its  financial  condition, or its ability to
perform  this  Agreement.

<PAGE>
SECTION  10.4     Relationship  of  Parties
                  -------------------------

     MPI  and  Marketer  agree they are independent contractors to each other in
performing their respective obligations hereunder.  Nothing in this Agreement or
in  the  working relationship being established and developed hereunder shall be
deemed  or  is intended to be deemed, nor shall it cause, MPI and Marketer to be
treated  as  partners,  joint  venturers,  or  otherwise as joint associates for
profit.

SECTION  10.5     Governing  Law;  Arbitration
                  ----------------------------

     This Agreement shall be construed and performed in accordance with the laws
of  the  State  of  California.  In  the  event  of  any dispute between MPI and
Marketer  relating to this Agreement, or their performance under this Agreement,
MPI  and  Marketer  agree  that  such  dispute  will  be  resolved  by  means of
arbitration  by  the National Arbitration Form, under the Code of Procedure then
in  effect,  and  judgment  upon  the award rendered by the arbitrator(s) may be
entered  Nevada  and will be governed by Nevada law.  In any dispute between the
parties  that is arbitrable under this Agreement, if the aggregate of all claims
and  the aggregate of all counterclaims each is an amount less than $50,000, the
arbitration will be heard by a panel of one arbitrator.  If the aggregate amount
of the claims or counterclaims exceeds $50,000, the arbitration will be heard by
a panel of three arbitrators.  The arbitration decision will be binding upon MPI
and Marketer.  Each party will forfeit the dispute if this clause is not adhered
to.  Depositions  may  be  taken  and  other  discovery  obtained  during  such
arbitration  proceedings  to  the  same  extent  as authorized in civil judicial
proceedings in the State of placeStateNevada.  The arbitrator(s) will be limited
to  awarding  compensatory damages and will have no authority to award punitive,
exemplary  or  similar  type  damages.  The  prevailing party in the arbitration
proceeding  will  be entitled to recover its expenses including the costs of the
arbitration  proceeding,  expert  witness  fees  and reasonable attorneys' fees.

SECTION  10.6     Severability
                  ------------

     In  the  event  that  any part of this Agreement is ruled by an arbitrator,
court,  Regulatory  Authority,  or other public or private tribunal of competent
jurisdiction  to  be invalid or unenforceable, such provision shall be deemed to
have  been  omitted  from this Agreement.  The remainder of this Agreement shall
remain  in  full force and effect, and shall be modified to any extent necessary
to  give  such  force  and  effect to the remaining provisions, but only to such
extent.

SECTION  10.7     Survival
                  --------

     All  representations and warranties herein shall survive any termination or
expiration  of  this  Agreement.

SECTION  10.8     Successors  and  Third  Parties
                  -------------------------------

     Except  as  limited  by  Section  11.9  below,  the  rights and obligations
hereunder  shall  bind,  and  inure  to  the  benefit  of  the parties and their
successors  and  permitted  assigns.  The  duties  of  the parties hereunder are
specific  to  the  parties  and shall not be delegated without the prior written
consent of the other party, which shall not be unreasonably withheld or delayed.
Nothing  in  this Agreement is intended to create or grant any right, privilege,
or  other  benefit  to or for any person or entity other than the parties hereto
and  their  successors  and  permitted  assigns.

SECTION  10.9     Assignments
                  -----------

     The  rights  and  obligations of Marketer under this Agreement are personal
and  are  not assignable either voluntarily or by operational law, without prior
written  consent  from  MPI.

<PAGE>
SECTION  10.10     Notices
                   -------

     All  notices, requests and approvals required by this Agreement shall be in
writing,  addressed/directed  to the other party at the address/facsimile number
set forth below, or at such other address of which the notifying party hereafter
receives  notice  in  conformity with this section.  All such notices, requests,
and  approvals  shall  be  deemed given upon the earlier of receipt of facsimile
transmission during the normal business day or actual receipt thereof.  All such
notices,  requests  and  approvals  shall  be  addressed  to  the  attention of:

     IF  TO  MPI  TO:          MERCHANT  PROCESSING  INTERNATIONAL,  INC.
                               18500  VON  KARMAN  SUITE  530
                               IRVINE,  CA  92612


     if  to  Marketer  to:     Berman  Marketing  Group,  Inc.




SECTION  10.11     Waivers
                   -------

     Neither  party shall be deemed to have waived any of its rights, powers, or
remedies  hereunder  except  in  writing  signed  by  an  authorized  agent  or
representative  of  the party to be charged.  Either party may, by an instrument
in  writing,  waive  compliance by the other party with any term or provision of
this  Agreement on the part of the other party to be performed or complied with.
The  waiver  by  either  party  of  a  breach  of  any term or provision of this
Agreement  shall  not  be  construed  as  a  waiver  of  any  subsequent breach.

SECTION  10.12     Entire  Agreement;  Amendments
                   ------------------------------

     This  Agreement  constitutes  the  entire Agreement between the parties and
supersedes  all  prior  Agreements,  understandings,  and  arrangements, oral or
written,  between  the  parties with respect to the subject matter hereof.  This
Agreement  may not be modified or amended except by an instrument or instruments
in writing signed by the party against whom enforcement of any such modification
or  amendment  is  sought.

SECTION  10.13     Counterparts
                   ------------

     This Agreement may be executed and delivered by the parties in counterpart,
each  of  which  shall  be  deemed  an original and both of which together shall
constitute  one  and  the  same  instrument.

SECTION  10.14     Refund  of  Application  Fee
                   ----------------------------

     MPI  agrees  to  refund  all  of Marketer's application fees (not to exceed
$10,000)  if  MPI  does  not  issue  requested Cards to qualified Cardholders as
supplied  by  Marketer.

<PAGE>
     IN  WITNESS  WHEREOF, this Agreement is executed by the parties' authorized
officers  or  representatives  and shall be effective as of the date first above
written.

MARKETER:                         MERCHANT  PROCESSING  INTERNATIONAL,  INC.


By: __________________________    By: ___________________________

Its: _________________________    Its: __________________________

<PAGE>
                                   SCHEDULE A
           REQUIRED SIGNATURE OF AUTHORIZED REPRESENTATIVE OF PARTNER

The signature below reflects that the company identified below ("Partner")
warrants and represents thetruthfulness and completeness all of the following:

1. That Partner, jointly and severally with the MasterCard International
Incorporated ("MasterCard") Member that is also the subject of and is a
signatory to this application ("Member"), (i) agrees that MasterCard is the sole
and exclusive owner of the Licensed Marks; shall indemnify and hold harmless
MasterCard and all of its members, and their directors, officers, employees, and
agents, against any claim, demand, loss, cost, liability and/or expense,
including, without limitation, reasonable attorneys' fees and costs of
investigation, resulting from, and/or arising in connection with, any act or
omission by on behalf of Partner arising from or related to the program that is
deemed by MasterCard to be a Special Issuing Program and that is the subject of
this Special Issuing Program application (the "Program"); (ii) represents that
it has read and will comply with MasterCard standards relating to the use of the
Licensed Marks and Affinity or Co-Branded programs; (iii) agrees to be bound by
said Rules and other standards, as may at any time hereafter be changed.

2. Partner authorizes Member to use Co-Brander's name and/or logo in connection
with the Program.

3. That the Program is subject to and Partner will comply with the provisions of
the bylaws, rules, operating regulations, policies and other standards of
MasterCard, Cirrus System, LLC, Maestro International Incorporated and any
applicable Maestro licensor, and Mondex International (collectively, the
"Standards"), as such Standards may be amended from time to time and with the
applicable terms of this application and the license set forth herein, and that
MasterCard and, as applicable, Mondex, have sole authority to interpret and
enforce those Standards.

4. That MasterCard shall have no liability to partner arising out of the program
or its approval of the program.

5. That Partner will not announce, publicize, market, operate or modify the
Program without the express prior written consent of MasterCard.

6. If Partner is a brokerage firm, Partner will ensure that (i) Member has the
right at any time and in Member's sole discretion to terminate the Program; (ii)
each card account is established by Member and not Partner; (iii) Member solely
and at all times holds all card account receivables; (iv) only Member authorizes
or permits any pre-approved card account revolving line of credit; and (v)
Member provides the cardholder with a statement for any revolving account
activity.

7. That MasterCard has the right at its sole discretion and at any time, upon
notice, to immediately or at any other time specified require that the Program
be modified in order to continue and to withdraw its consent to the Program and
to audit Member and Member's records for compliance with the Standards and
Program requirements.

8. To timely pay all Program assessments, fees, and other charges as Partner may
become obligated to remit to MasterCard from time to time.

9. Partner agrees that all marketing materials used in connection with this
program must be approved in advance by Member.

Name of Partner
Authorized Representative:
By ______________________________________
(Signature)
Name:
(Print)
Title : ___________________________________
Date ____________________________________
(C) 2003 MasterCard International Incorporated


<PAGE>
                                   SCHEDULE B

                                  FEE SCHEDULE
                                  ------------

REVENUE SHARE:
--------------

MPI agrees to pay Marketer 80% (eighty percent) of all Card Account Income on a
monthly basis.  MPI agrees that any other income not stated in the definition of
Card Account Income is subject to the 80% fee schedule detailed in this
agreement.


     IN  WITNESS  WHEREOF, this Agreement is executed by the parties' authorized
officers  or  representatives  and shall be effective as of the date first above
written.

MARKETER:                         MERCHANT  PROCESSING  INTERNATIONAL,  INC.


By: __________________________    By: ___________________________

Its: _________________________    Its: __________________________