Exhibit 10.4

                       CARD PROGRAM MANAGEMENT AGREEMENT

This Card Program Management Agreement (the "Agreement") dated as of November
19,  2007 (the "Effective Date") is entered into by and between MERCHANT
PROCESSING INTERNATIONAL, INC. whose address is 18500 Von Karman suite 530
Irvine, CA  92612   ("Program Manager") and METABANK, DBA META PAYMENT SYSTEMS,
whose address is 2500 S. Minnesota Ave, CitySioux Falls, StateSouth Dakota
PostalCode57105 ("Bank").  Each may be referred to here in as a "Party" or
collectively as "Parties".
     WHEREAS,     Bank  is  a  principal  member  of  MasterCard  International
Incorporated  ("MasterCard"),  Visa,  U.S.A.,  Inc.  ("Visa"), and various other
electronic  payment  networks,  and  is  in  the  business  of issuing Cards and
establishing  Settlement  Accounts  for the settlement of Card transactions; and
     WHEREAS, Bank wishes to market and promote certain prepaid, stored value or
payment  cards  (collectively,  "Card(s)") to the public, as of means of gaining
new  Bank customers, increasing Bank deposits and increasing Bank fee  revenues;
and
     WHEREAS,     Program  Manager  is  in  the business of marketing  Cards and
implementing  programs  to  consumers  and  corporations  that  include  the
distribution  and  usage of Cards ("Programs")  and can provide services, either
directly  or  through  subcontractors,  to  support  Card  Programs;  and
     WHEREAS,  Bank  desires  to  retain  Program  Manager  to market, offer and
support  Card  Programs  approved  by  Bank,  using  Cards  issued  by Bank; and
WHEREAS,  Program  Manager  desires to market Programs with Cards issued by Bank
and  to provide support services for such Programs on behalf of Bank bearing the
mark  of  one  or  more electronic payment networks, to consumers subject to the
terms  and  conditions  hereof;
NOW,  THEREFORE,  in  consideration  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):
     "CARD" means any stored value, prepaid, payment or account access device or
number  issued  by  Bank  under  authority  from  one or more electronic payment
networks.  For  purposes  of  this Agreement, a Card does not include any credit
card  or  product  that  accesses  credit.
     "CARDHOLDER"  means (i) a person who is issued a Card, and/or (ii) uses the
Card  to  make  a  Transaction.
"CARDHOLDER  FUNDS" means a pooled custodial account associated with one or more
Cards,  and  held  by  Bank  for  the  benefit  of  the  Cardholders.
     "CARDHOLDER  AGREEMENT"  means  the agreement between Bank and a Cardholder
governing  the  terms  and  conditions  applicable  to  the  use  of  a  Card.
     "GOVERNMENTAL  REQUIREMENTS"  means  collectively  all  statutes,  codes,
ordinances,  laws,  regulations  that may apply to Cards, and all related rules,
orders and decrees of all governmental authorities (including without limitation
federal,  state  and  local  governments,  governmental  agencies  and
quasi-governmental  agencies).
      "MARK"  means  the  service  marks  and  trademarks  of  a System or Bank,
including  but  not  limited to, the names and other distinctive marks or logos,
which  identify  a  System  and  Bank.
     "PROCESSING SERVICES" means those services which are necessary to issue and
service  a  Card  and  process  a  transaction  in  accordance  with  Government
Requirements,  Rules,  or  any  Regulatory  Authority.
     "PROGRAM"  means  a  system  of  services  approved  by  Bank under which a
specific  list  of Cardholders subject to a Cardholder Agreement utilizes a Card
to  submit  Transactions  into a System utilizing a Settlement Account to access
Cardholder  Funds.  This  Agreement  contemplates  that  Program  Manager may be
permitted  by  Bank  to  offer  multiple Programs hereunder, each subject to the
terms  hereof  and  the  prior  written  approval  of  Bank.  (For  purposes  of
calculating  the  contract minimums as described in Schedule A, a new Program is
initiated  through  the  concept  document or the equivalent thereof being filed
with  any  System.  Additional  minimums  shall  not  be  charged  merely by the
addition  of  a  new  co-brander).
     "PROGRAM  REVENUE"  means  all  income derived from a Cardholder's use of a
Card  or  participation  in  a  Program.
     "REGULATORY  AUTHORITY"  means,  as  the  context  requires,  the  State of
placeStateSouth Dakota; the Federal Deposit Insurance Corporation; the Office of
Thrift  Supervision;  and  any  Federal or state agency having jurisdiction over
Bank  or  Program  Manager.
"RULES"  means  the  by-laws  and  operating  rules of any System, the published
policies  and procedures of Bank, as promulgated by Bank's Board of Directors in
good  faith  to  ensure  the  continued  safety  and  soundness  of  Bank.
 "SETTLEMENT"  means  the  movement and reconciliation of funds between Bank and
System  members  in  accordance  with  the  Rules.
"SETTLEMENT ACCOUNT" means the account maintained by Bank used for Settlement of
all  transactions initiated by use of a Card(s) by or on behalf of a Cardholder.
"SYSTEM"  means  MasterCard,  VISA,  Cirrus,  Plus,  and/or any other electronic
payment  network  for  transmitting  items  and

<PAGE>
Settlement  thereof.
     "TRANSACTION" means using a Card to do any of the following:  (i) to make a
purchase;  (ii) to obtain a credit for a previous purchase; (iii) to obtain cash
from a terminal or automated teller machine ("ATM"); (iv) to make a bill payment
or  other  payment  to  a  third party; (v) to transfer value to another card or
account;  (vi) the initial funds loaded on a Card; or (vii) to add further funds
or  to  "reload"  a  Card.

                  ARTICLE II - GENERAL DESCRIPTION OF PROGRAMS
SECTION  2.1     PURPOSE
     The  purpose  of  this  Program  is  to develop, market, and implement Bank
products  for use in conjunction with Programs that offer consumers a convenient
and  secure mechanism for making purchases and payments subject to the Rules and
Governmental  Requirements.  Bank  hereby  appoints  Program  Manager  as Bank's
authorized  delegate  and representative to (i) market and offer Cards that meet
Bank  requirements;  (ii)  to  develop,  market  and offer Programs that utilize
Cards;  and  (iii)  to  perform such services hereunder to support the Cards and
Programs,  solely  in  accordance  with  the  terms  of  this  Agreement.

                    ARTICLE III - DUTIES OF PROGRAM MANAGER

SECTION  3.1     MARKETING
     Program  Manager,  at  its sole expense, shall develop Programs and promote
and  market  Cards and Programs to prospective customers, in accordance with the
Bank's  instructions.  All  Card  products  and  Programs,  together  with  any
promotions,  marketing materials, Card design, and use of Marks related thereto,
are  subject  to  prior approval by Bank and System prior to use.  Bank shall be
identified on all marketing material for Cards and Programs contemplated in this
Agreement.  Program  Manager  agrees  that Bank in its reasonable discretion may
terminate  the  marketing  or  issuance  of  Cards  for any Program at any time.

SECTION  3.2     PRINTING  OF  CARDS  AND  CARDHOLDER  AGREEMENTS
     Bank  shall  at all times determine the terms and conditions, including any
applicable fees, charged with respect to all Cards issued hereunder.  Bank shall
be  the contracting party under all Cardholder Agreements and shall enter into a
Cardholder  Agreement  with  each  Cardholder.  The  relationship  with  each
Cardholder  shall  be  owned by Bank.  All Cards and Cardholder Agreements shall
identify  Bank  as  the issuer of the Cards.  All Cards shall include such other
names,  Marks,  and  disclosures  as  may be required to conform to Governmental
Requirements,  Regulatory  Authority,  and  Rules.
     The  terms  and  conditions contained in the Cardholder Agreements shall be
determined  solely  by  Bank and may be amended by Bank, from time to time, upon
notice  to  Program  Manager.  Program  Manager,  at  its sole expense, shall be
responsible  for  printing  and  distributing  the  Cardholder Agreement and any
amendments  thereto  to  Cardholders  as  directed  by  Bank.

SECTION  3.3     ACCESS  TO  PROGRAM  DOCUMENTS  AND  INFORMATION
     Bank  shall  have  access  to  all  information and documents it reasonably
requests  with  regard  to  any  activity  contemplated  by  this  Agreement.

SECTION  3.4     PROCESSING  SERVICES
     Program  Manager,  at  its  sole  expense,  shall  provide  for  Processing
Services.  Any  processor  retained  by  Program  Manager  to provide Processing
Services  must  be  approved  in  advance  by  Bank,  and  must  have executed a
Processing  Services agreement with Bank.  A list of pre-approved processors may
be  obtained  from  Bank,  upon  Program  Manager's  request.

SECTION  3.5     REIMBURSEMENT  ACCOUNT

                       [Confidential Pricing Information]

         ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF PROGRAM MANAGER

SECTION  4.1     REPRESENTATIONS  AND  WARRANTIES

     Program  Manager  represents  and  warrants  to  Bank  as  follows:

<PAGE>
     (a)     Program Manager has the full power and authority to execute and
deliver this Agreement, to perform all its obligations under this Agreement and
other agreements which must be executed to effect the services contemplated
herein.
     (b)     Except  as  otherwise  disclosed,  neither  Program Manager nor any
principal  of  Program  Manager  has  been  subject  to  the  following:
          (i) Criminal conviction (except minor traffic offenses and other petty
     offenses);
          (ii) Any unpaid Federal or state tax lien;
          (iii) Administrative or enforcement proceedings commenced by the
     Securities and Exchange Commission, any state securities regulatory
     authority, Federal Trade commission, federal or state bank regulator, or
     any other state or federal regulatory agency; or
          (iv) Restraining order, decree, injunction, or judgment in any
     proceeding or lawsuit, alleging fraud or deceptive practice on the part of
     Program Manager or any principal thereof. For purposes of this
     subparagraph, the word "principal" shall include any person directly or
     indirectly owning ten percent (10%) or more of Program Manager, any officer
     or director of the Program Manager or any person actively participating in
     the control of Program Manager's business.
     (c)     There  is  not  pending  or threatened against Program Manager, any
litigation  or proceeding, judicial, tax or administrative, the outcome of which
might  materially adversely affect the continuing operations of Program Manager.
Attached  to  this  Agreement  is  a  list  and brief description of all pending
lawsuits  in  which  Program  Manager  is  a  party.
     (d) Program Manager has delivered to Bank complete and correct copies of
its balance sheets and related statements of income and cash flow. Program
Manager's financial statements, subject to any limitation stated therein, which
have been or which hereafter will be furnished to Bank will fairly represent the
financial condition of the Program Manager.
     (e) Program Manager agrees that, at Bank's sole discretion, Bank, its
authorized representatives, or agents and any government entity with regulatory
or supervisory authority over Bank (collectively the "Auditing Party"), shall
have the right to inspect, audit, and examine all of Program Manager's
facilities, records and personnel relating to the Program at any time during
normal business hours upon reasonable notice. The Auditing Party shall have the
right to make abstracts from Program Manager's books, accounts, data, reports,
papers, and computer records directly pertaining to the subject matter of this
Agreement, and Program Manager shall make all such facilities, records,
personnel, books, accounts, data, reports, papers, and computer records
available to the Auditing Party for the purpose of conducting such inspections
and audits.

                    ARTICLE V - COVENANTS OF PROGRAM MANAGER
SECTION  5.1     COVENANTS
     Program  Manager  covenants  and  agrees  with  Bank  as  follows:
     (a)     It  will  comply  with  all applicable laws, rules, regulations and
ordinances,  Government  Requirements,  the  Rules  and  any  rules,  orders and
regulations  issued  by  the  Regulatory  Authorities  (collectively  "Legal
Requirements")  that  relate  to  Program  Manager's  business,  the  Program
Manager's  Program(s),  this  Agreement,  or  the  matters  and  transactions
contemplated  herein.
     (b)     Program  Manager  will  provide  on an ongoing basis, at least once
each  calendar year, updated balance sheets and related statements of income and
cash  flow.
     (c)     All  written  consumer  complaints  received  by  Program  Manager,
relating  to  the  Card  or its use, will be immediately reported to Bank.  Such
report shall include the name and address of the complaining Cardholder, a brief
summary  of the Cardholder's complaint, and when resolved a brief summary of how
the  complaint  was  resolved.
     (d) Any litigation or court proceedings filed against Program Manager,
relating to the Card or its use, will be immediately reported to Bank. Such
report shall include a copy of the court papers or proceedings, together with a
summary of the Program Manager's position with respect to the matter, the name
and address of Program Manager's counsel handling the matter, and the likelihood
of settlement of such matter.
     (e) Any correspondence, written or verbal, provided by Program Manager to
any state or Regulatory Authority, shall be approved in writing in advance by
Bank.

                          ARTICLE VI - DUTIES OF BANK
SECTION  6.1     MEMBERSHIPS  IN  SYSTEM
     Bank,  as  a  principal member of the System, shall support the sponsorship
and  registration of Program Manager as a marketing agent or service provider of
Bank  with  each System, as applicable.  However, the Parties hereto acknowledge
and  agree that Program Manager assumes all risk that the Program Manager or any
Program  may not be approved by any System and in any such event Program Manager
agrees  to  pay  all  compensation due hereunder to the Bank, including, without
limitation,  the  minimum  monthly  Transaction  fees.

SECTION  6.2     ASSESSMENT,  DEVELOPMENT  AND  APPROVAL  OF  PROGRAMS
     Bank  shall work closely with Program Manager to develop Programs that meet
Bank's  strategic  objectives  and  customer  goals.

<PAGE>
Any Programs proposed by Program Manager shall be reviewed and assessed by Bank,
and shall be approved or declined in Bank's sole discretion.

SECTION  6.3     ISSUER  OF  CARDS  AND  APPROVAL  OF  CARDHOLDERS
     Bank  shall  be  the  issuer  of all Cards hereunder.  To do so, Bank shall
sponsor  a BIN for the Cards and will maintain a Program whereby it issues Cards
marketed  and  promoted  by  Program  Manager  pursuant  to this Agreement.   In
addition,  with  respect to Card Programs that establish an ongoing relationship
with  the Cardholder, Bank shall review customer information regarding each such
Cardholder,  and  shall  be  responsible  for ensuring that each such Cardholder
meets  Bank's  Customer  Identification  Program  as required by applicable law.
Bank  will also regularly screen all Cardholders through Bank's screening system
implemented  to comply with Office of Foreign Assets Control (OFAC) regulations.

SECTION  6.4     SETTLEMENT
     Bank  shall  provide  for  Settlement  for  all  Cards  issued by Bank.  To
facilitate  Settlement,  Bank  has  established  or  will  establish one or more
Settlement  Account(s)  owned  by  Bank.   Program Manager agrees all Cardholder
Funds  shall  be  held  in  an  account  owned  and  controlled  solely by Bank.

SECTION  6.5     SUPERVISION  AND  OVERSIGHT
     At  all  times,  Bank  shall  be responsible for supervising and overseeing
Program  Manager's  performance  of  services  hereunder  and the results of the
various  Programs  developed and implemented jointly with Program Manager.  Bank
shall  review reports and financials from the Programs, and shall meet regularly
with Program Manager, on at least an annual basis, to discuss the results of the
Program(s)  (including  any  problems,  losses or complaints, and any changes or
modifications  that  may be necessary to ensure the viability of the Program(s).

SECTION  6.6     LEGAL  COMPLIANCE
     Bank  will  comply with all  federal statutes, rules, laws and regulations,
all  rules,  orders  and  decrees of the Office of Thrift Supervision, and Rules
that  relate to the Bank's performance of its duties and obligations pursuant to
this  Agreement.

                    ARTICLE VII - COMPENSATION AND EXPENSES

                       [Confidential Pricing Information]

<PAGE>
                     ARTICLE VIII - LIMITATION OF LIABILITY

SECTION  8.1     NO  SPECIAL  DAMAGES
     Neither  Party  shall  be liable to the other for any indirect, incidental,
consequential,  punitive or exemplary damages, however, that the limitations set
forth  in  this  Section  shall not apply to or in any way limit the third party
indemnity  obligations  under  this  Agreement.

SECTION  8.2     DISCLAIMERS  OF  WARRANTIES
     Bank specifically disclaims all warranties of any kind, express or implied,
arising  out  of or related to this Agreement, including without limitation, any
warranty of marketability, fitness for a particular purpose or non-infringement,
each  of  which  is  hereby  excluded  by  agreement  of  the  parties.

SECTION  8.3     LIABILITIES OF PROGRAM MANAGER FOR SYSTEM, REGULATORY AND OTHER
CLAIMS
     Program  Manager  shall  be  liable to Bank for any and all liabilities and
every  loss,  cost,  expense,  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
and  whether  paid  or  incurred,  as  the  case  may be) by or on behalf of any
Cardholder,  Regulatory  Authority,  System, or other third party as a result of
any  of  Program  Manager's Program(s) or the Program Manager's failure to fully
comply  with  the  Legal  Requirements.

                  ARTICLE IX - TERM OF PROGRAMS AND AGREEMENT
SECTION  9.1     TERM
     The  term  of  this  Agreement  shall  commence  on  the Effective Date and
continue  for  three (3) years (the "Initial Term") unless terminated earlier as
provided  below.  After  the  Initial  Term,  the  Agreement shall automatically
extend  for additional periods of one year each (a "Renewal Term") unless either
party  terminates  this  Agreement for any reason by providing written notice to
the  other at least 120 days prior to the commencement of the next Renewal Term.

SECTION  9.2     TERMINATION  OF  AGREEMENT
     (a)     Either  Bank  or  Program Manager 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; provided, however,
     that Bank, in its sole discretion, may terminate this Agreement without
     such a cure period if a substantially similar material failure has
     previously occurred. Notwithstanding the foregoing, if Program Manager
     fails to obtain Bank's prior approval of marketing materials as set forth
     in Section 3.1, the following penalties shall be assessed by Bank in its
     sole discretion:

                       [Confidential Pricing Information]

          (ii) In the event any financial statement, representation, warranty,
     statement or certificate furnished to it by the other party in connection
     with or arising out of this Agreement is adverse to the terminating party
     and is untrue, misleading or omits material information, as of the date
     made or delivered.

          (iii) A party (A) voluntarily or involuntary (and such involuntary
     petition or proceeding is not dismissed within sixty (60) days)commences
     (or is the subject of, as the case may be) any proceeding or filing any
     petition seeking relief under Title 11 of the United States Code or any
     other Federal, state or foreign bankruptcy, insolvency, liquidation or
     similar law, (B) applies for or consents to the appointment of a receiver,
     trustee, custodian, sequestrator or similar official for such party or for
     a substantial part of its property or assets, (C) makes a general
     assignment for the benefit of creditors, (D) commences the winding up or
     liquidation of its business or affairs, or (E) takes corporate action for
     the purpose of effecting any of the foregoing.

<PAGE>
          (iv) Upon any change to or enactment of or change in interpretation or
     enforcement of any law or regulation which would have a material adverse
     effect upon such Party's ability to perform its obligations or such Party's
     costs/revenues with respect to the Program.

          (v) Violation by either Party of any material federal or applicable
     state law relating to the performance of this Agreement.

          (vi) Upon direction from any Regulatory Authority or System to cease
     or materially limit performance of the rights or obligations under this
     Agreement.

     (b)    Notwithstanding  the  foregoing, Bank shall be entitled at any time,
upon  at  least  one  hundred  eighty (180) days prior written notice to Program
Manager to terminate Bank's participation in any Program.  Such termination will
not  affect or impact any other Cards or Programs implemented hereunder.  In the
event the Bank exercises its right to terminate any Cards or Programs under this
subsection  9.2(b),  the Bank will assist the Program Manager to ensure a smooth
transition  for  Program  Manager  with any affected Cardholders as set forth in
Section  9.3  below.

SECTION  9.3     TERMINATION  AND  TRANSITION  ASSISTANCE
     (a)  In  the  event:  (i)  any Cards or any Programs are terminated by Bank
without  cause  pursuant to Section 9.2(b); or (ii) this Agreement is terminated
by  Program  Manager  due the a material default by the Bank; then, upon Program
Manager's  request,  the  Bank will take commercially reasonable steps to permit
the  relevant  Bank Identification Numbers ("BINs") to be transferred to another
issuing  financial  institution.

     (b) In the event that: (i) the Bank elects to terminate any Card or any
Program; or (ii) this Agreement is terminated for any reason, the Parties will
cooperate to provide a smooth and orderly wind-down of the Program or Programs
involved.

     (c) In no event will any Parties make any public statement or customer
communication regarding the termination or wind-down of this Agreement, or any
Cards or Programs without the express prior written approval of both Bank and
Program Manager, which approval shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Program Manager agrees that Bank may communicate
the termination or expiration of this Agreement with any party that Program
Manager has contracted with to provide any Processing Services, marketing, or
other service with regard to the Program.

     (d) In the event of termination, Program Manager agrees to transfer all
Cardholder servicing 800 numbers and /or URL's to the Bank as part of any
wind-down.  [Confidential Pricing Information]

                          ARTICLE X - CONFIDENTIALITY

SECTION  10.1     CONFIDENTIAL  INFORMATION
     The  term  "Confidential  Information"  shall  mean  this Agreement and all
proprietary  information,  data,  trade  secrets, business information and other
information of any kind whatsoever which (a) a Party ("Discloser") discloses, in
writing,  orally  or  visually,  to  the  other  Party ("Recipient") or to which
Recipient  obtains  access in connection with the negotiation and performance of
this  Agreement, and which (b) relates to (i) the Discloser, (ii) in the case of
Program  Manager,  Bank and its customers and or associates, or (iii)  consumers
who  have  made  confidential  or  proprietary  information available to Program
Manager  and/or  Bank.  The definition of Confidential Information shall include
Customer  Information  as  described  below.

SECTION  10.2     COMPLIANCE  WITH  THE  GRAMM-LEACH-BLILEY  ACT
     The  purpose  of  this section is to ensure that this Agreement conforms to
the  applicable  provisions of the Gramm-Leach-Bliley Act (the "Act").   Program
Manager  acknowledges  and  agrees  that  "Non  Public Personal Information" and
"Personally Identifiable Financial Information" (as defined in Sections 573.3(n)
and  (o) respectively of the Office of Thrift Supervision Regulations on Privacy
of  Consumer  Information  published at 12 CFR Chapter V) about Bank's customers
and  Cardholders shall be considered as confidential and proprietary information
of  Bank,  and  shall not be disclosed to or shared with any third party without
prior written consent of Bank.  Program Manager agrees to implement and maintain
appropriate  measures  designed  to  meet  the  objectives  of  the  guidelines
establishing  standards  for  safeguarding  Non  Public Personal Information and
Personally  Identifiable  Financial  Information as adopted from time to time by
the  Office  of  Thrift  Supervision.  Except as provided in, and subject to the
limitations  stated  herein,  Program  Manager  will  not  compile, use, sell or
otherwise  distribute  any  lists  of  Bank's  customers/Cardholders nor use the
names,  account  numbers  or  any  other  Non  Public  Personal  Information and
Personally  Identifiable Financial Information about customers or Cardholders to
compile,  use,  sell or distribute lists or data for use by Program Manager, its
subsidiaries  or  affiliates,  or  by  any  third parties.  Program Manager will
instruct  its  employees, agents and contractors (including the processor) as to
the  confidentiality  of  the  Non  Public  Personal  Information and Personally
Identifiable  Financial  Information  and  will not disclose any such Non Public
Personal  Information  or  Personally  Identifiable Financial Information to any
third  party  or  entity.  Program Manager also agrees that any dissemination of
the  aforementioned  confidential  Non  Public  Information  or
<PAGE>
     Personally  Identifiable  Financial  Information  within  its  own business
entity  and  to  agents  and  contractors shall be restricted to "a need to know
basis"  for the purpose of performance hereunder.  Program Manager shall protect
any  Non  Public  Personal  Information  and  Personally  Identifiable Financial
Information  from  disclosure with no less than the same degree of care afforded
by  Program  Manager  to  its  own  Confidential  Information.  The  foregoing
restrictions  on  disclosure  of  Non Public Personal Information and Personally
Identifiable  Financial Information shall apply for so long as is required under
applicable  statutes  and  regulations.  All  Program  Manager  obligations  and
undertakings  relating  to  Non  Public  Personal  Information  and  Personally
Identifiable  Financial  Information  shall  survive  the  termination  of  this
Agreement  for  whatever  reason.

     Program  Manager  agrees  and represents to Bank that it (or its processor)
will  implement  a  security  program  including  measures  designed  to  be  in
compliance  with  Payment  Card Industry standards and to meet the objectives of
the  Interagency  Guidelines  Establishing  Standards  for Safeguarding Customer
Information  (the "Guidelines").  Bank has the right to make reasonable requests
to  inspect,  during  normal  business  hours  and  upon 30 days advance written
notice,  Program  Manager'  Program, associated audit reports, summaries of test
results  or  equivalent  measures  taken  by Program Manager or the processor to
ensure  that  its  security  measures  meet  the objectives of the Guidelines in
accordance  with  the  Rules  and  this  Agreement.

     In  carrying  out the above-described obligations to secure and protect the
respective Confidential Information of Bank, Program Manager agrees that it will
protect the Confidential Information of Bank and will require any of its service
providers  or  subcontractors  to  protect  and  safeguard  the  Confidential
Information  of  Bank  to  the  same  degree  required  of  Program  Manager.

     Program  Manager  agrees  that  in  the event there is a breach of security
resulting  in  unauthorized  disclosure of the Confidential Information of Bank,
Program  Manager  will  promptly  notify Bank of such breach, the nature of such
breach,  and  the  corrective  action  taken  to  respond  to  the  breach.

SECTION  10.3     DISCLOSURE  TO  EMPLOYEES  AND  AGENTS.
     Each  of  the  Parties, as Recipient, hereby agrees on behalf of itself and
its  employees,  officers,  affiliates, agents, representatives, contractors and
subcontractors  that  Confidential  Information  will  not  be disclosed or made
available to any person for any reason whatsoever, other than on a "need to know
basis"  and then only to: (a) its employees and officers; (b) subcontractors and
other  third-parties  specifically permitted under this Agreement, provided that
all  such  persons  are subject to a confidentiality agreement which shall be no
less  restrictive  than  the  provisions  of  this  Section;  (c)  independent
contractors,  agents,  and  consultants  hired or engaged by Recipient, provided
that  all such persons are subject to a confidentiality agreement which shall be
no  less restrictive than the provisions of this Section; and (d) as required by
law  or as otherwise permitted by this Agreement, either during the term of this
Agreement  or  after the termination of this Agreement.  Prior to any disclosure
of  Confidential  Information as required by law, the Recipient shall (i) notify
the  Discloser  of any, actual or threatened legal compulsion of disclosure, and
any  actual  legal  obligation  of  disclosure  immediately  upon  becoming  so
obligated, and (ii) cooperate with the Discloser's reasonable, lawful efforts to
resist,  limit  or  delay disclosure.  Nothing in this Section shall require any
notice  or  other  action  by  Bank  in  connection with requests or demands for
Confidential  Information  from  bank  examiners  or  for  compliance  purposes.

SECTION  10.4     NON-SOLICITATION  OF  EMPLOYEES
     The  Parties  agree  that during the term of this Agreement each Party will
not  seek  out or induce any person (by offering employment or otherwise) who is
an  employee  of  the  other  Party  to  terminate  their  employment.

SECTION  10.5     RETURN  OF  MATERIALS
     Upon  the  termination or expiration of this Agreement, or at any time upon
the  request of a Party, the other Party shall return (or destroy if so directed
by  the  other  Party)  all  Confidential  Information,  including  Customer
Information,  in  the  possession  of  such  Party  or  in the possession of any
representative,  contractor  or third party otherwise required by this Agreement
or  applicable  law.  If destroyed, such destruction of Confidential Information
shall  be  designated by a certificate executed by an officer of the Party which
was  responsible  for  such  destruction.

SECTION  10.6     EXCEPTIONS
     With  the exception of the obligations related to Customer Information, the
obligations  of  confidentiality  in  this  Section  shall  not  apply  to  any
information  which a Party rightfully has in its possession when disclosed to it
by  the  other  Party,  information  which  a  party  independently  develops,
information which is or becomes known to the public other than by breach of this
Section or information rightfully received by a party from a third party without
the  obligation  of  confidentiality.

<PAGE>
SECTION  10.7     MEDIA  RELEASES
All media releases, public announcements and public disclosures by either Party,
or their representatives, employees or agents, relating to this Agreement or the
name  or  logo of Bank or Program Manager, any Bank or Program Manager affiliate
or  supplier,  including, without limitation, promotional or marketing material,
but  not  including  any  disclosure required by legal, accounting or regulatory
requirements  beyond  the  reasonable  control  of the releasing Party, shall be
coordinated with and approved by the other Party in writing prior to the release
thereof.

                             ARTICLE XI - INSURANCE

SECTION  11.1     INSURANCE
     Program  Manager  shall  maintain,  throughout  the term of this Agreement,
appropriate  comprehensive  general  liability  (which shall include contractual
liability),  errors  and omissions, bodily injury, property damage, and employee
theft  and  dishonesty  insurance  policies, the limit of which shall be no less
than  a  combined  single  limit  of  [Confidential Pricing Information].

                        ARTICLE XII - GENERAL PROVISIONS

SECTION 12.1     INDEMNIFICATION
     (a)     Program Manager covenants and agrees to indemnify and hold harmless
Bank,  its  parent,  or  subsidiaries  and their respective officers, directors,
employees  and permitted assigns, as such, against any losses, costs or expenses
arising  from any legal action, claim, demand or proceedings brought against any
of  them  as a result of: (i) any misrepresentation, breach of representation or
warranty  or  failure  to  fulfill  a  covenant of this Agreement on the part of
Program  Manager;  (ii)  any  act  or  omission  of  Program  Manager  or  its
contractors,  providers or representatives which violates any Legal Requirement;
(iii)  any  claim  or action against the Bank related to any state or local law,
rule  regulation, or ordinance; (iv) any claim or action by any state regulatory
agency,  subdivision,  or  attorney general relating to any of Program Manager's
Program(s);  or  (v)  any  claim  relating  to obligations owed to or by Program
Manager  or  any  third  party  retained  by  it.  Provided,  however, that this
provision  shall  not  apply  if  such  claim arises out of (i) an act of fraud,
embezzlement or criminal activity by Bank, (ii)  willful misconduct or bad faith
by  Bank,  or  (iii)  the  failure  of  Bank  to  comply with, or to perform its
obligations  under,  this  Agreement.

     (b) Bank covenants and agrees to indemnify and hold harmless Program
Manager and its parent, subsidiaries or affiliates, and their respective
officers, directors, employees, and permitted assigns, as such, against any
losses, costs or expenses arising from any legal action, claim, demand, or
proceedings brought against any of them as a result of: (i) any
misrepresentation, breach of representation or warranty or failure to fulfill a
covenant of this Agreement on the part of Bank; (ii) any act or omission of Bank
or its contractors, providers or representatives which violates any federal
statutes, rules, laws or regulations, any rules, orders or decrees of the Office
of Thrift Supervision, or Rules; or (iii) any claim relating to obligations owed
to or by Bank or any third party retained by it (except to the extent that
Program Manager has agreed to fulfill such obligation under this Agreement).
Provided, however, that this provision shall not apply if such claim arises out
of (i) an act of fraud, embezzlement or criminal activity by Program Manager or
its contractors, providers or representatives, (ii) negligence, willful
misconduct or bad faith by Program Manager or its contractors, providers or
representatives, or (iii) the failure of Program Manager or its contractors,
providers or representatives 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, including,
at the Indemnifying Party's expense, employment of counsel subject to the
approval of Indemnified Party, which approval shall not be unreasonably
withheld. Indemnifying Party shall not compromise or settle the matter without
the consent of Indemnified Party, which consent shall not be unreasonably
withheld. If the Indemnifying Party gives notice to any Indemnified Party that
the Indemnifying Party will assume control of the defense 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. Any damage
to the assets or business of the Indemnified Party caused by a failure of the
Indemnifying Party to defend, compromise or settle a claim or demand in a
reasonable and expeditious manner, after the Indemnifying Party has given notice
that it will assume control of the defense, shall be included in the damages for
which the Indemnifying Party shall be obligated to indemnify the Indemnified
Party.

<PAGE>
SECTION  12.2     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.

SECTION  12.3     RELATIONSHIP  OF  PARTIES
     Bank  and  Program  Manager  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, nor shall it cause, Bank and Program Manager to be
treated  as  partners,  joint  ventures,  or  otherwise  as joint associates for
profit.  Notwithstanding  the  foregoing,  to  extent required by applicable law
Bank's  appointment  of Program Manager as Bank's authorized representative will
establish  an  agency  relationship,  limited strictly to the rights, duties and
obligations  as set forth herein.  Accordingly, Program Manager hereby agrees as
follows:
     (a) Program Manager shall serve as Bank's representative or agent for
purposes of rendering the marketing, solicitation, sales and distribution
services and other related services as set forth herein.
     (b) Program Manager acknowledges Bank's right to monitor and review the
activities Program Manager performs for Bank hereunder;
     (c) Program Manager acknowledges the statutory authority of Bank's
regulator, the Office of Thrift Supervision ("OTS") to regulate and examine and
take an enforcement action against the Program Manager with respect to the
activities performed by Program Manager as agent or representative of the Bank;
     (d) Program Manager acknowledges that Bank has provided the Program Manager
with information and training designed to insure that Program Manager will be
adequately educated about the Bank's products and services offered hereunder,
including the distinctions between insured and non-insured products, and
relevant law that may apply to the marketing, solicitation, and customer service
activities instituted on behalf of Bank hereunder;
     (e) Program Manager acknowledges that Bank will review and update the
training material on an annual basis and will ensure that Program Manager
receives training as needed; Program Manager's training records will be made
available for review by OTS examiners;
     (f) Program Manager acknowledges that Bank must adopt a detailed compliance
program to ensure adequate monitoring, supervision, and control over the Program
Manager and the activities that the Program Manager performs on behalf of the
Bank. Such oversight includes ensuring Program Manager's own anti-money
laundering compliance programs are detailed, thorough, and implemented
accurately and fully.
     (g) Program Manager acknowledges that Bank will undertake an annual review
of the compliance program conducted under the auspices of the Bank's compliance
officer to determine if Program Manager is operating in compliance with the
Bank's established policies and procedures regarding the marketing,
solicitation, customer service, or other activities related to the Bank's
authorized banking products or services;
     (h) Program Manager acknowledges that Bank will institute a system for
tracking and resolving consumer complaints involving Cards and Programs
hereunder in a timely manner and will provide an annual report regarding
consumer complaints and their resolution to the Bank's board of directors;
     (i) Program Manager acknowledges that a review and approval process will be
undertaken by Bank for all Card and Program disclosures, advertising, and other
promotional material;
     (j) Program Manager acknowledges that the Bank and Program Manager, in its
capacity as the Bank's authorized delegate and representative, are both subject
to control and supervision by the appropriate OTS Regional Office or OTS
Headquarters. This control and supervision includes, but is not limited to, the
ability to require that Bank obtain OTS's approval (or non-objection) before
entering into a contractual arrangement with Program Manager and the right of
the OTS to approve specific contractual language;
     (k) Program Manager acknowledges that the OTS may require both Bank and the
Program Manager, in its capacity as the Bank's authorized delegate and
representative to submit periodic reports to OTS;
     (l) Program Manager acknowledges that the OTS may require the Bank to
modify or terminate its relationship with the Program Manager at any time; and
     (m) The OTS may institute any other requirements or conditions that the OTS
deems appropriate for that particular purpose.

<PAGE>
SECTION  12.4     REGULATORY  EXAMINATIONS  AND  FINANCIAL  INFORMATION
Program Manager agrees to submit to any examination which may be required by any
Regulatory  Authority  or System with audit and examination authority over Bank,
to  the  fullest extent of such Regulatory Authority or System.  Program Manager
shall  also  provide  to  Bank  any  information,  which  may be required by any
Regulatory  Authority or System in connection with their audit or review of Bank
or  the Program and shall reasonably cooperate with such Regulatory Authority or
System  in  connection  with  any audit or review of Bank. Program Manager shall
furnish  Bank,  at  Program  Manager  expense, with audited financial statements
prepared  by  a certified public accountant.  Program Manager shall also provide
such  other  information as Bank, Regulatory Authorities, or the System may from
time  to  time  reasonably  request  with  respect to the financial condition of
Program  Manager  and  such  other  information  as  Bank  may from time to time
reasonably  request  with  respect  to  third  parties  contracted  with Program
Manager.

SECTION  12.5     GOVERNING  LAW
     The  Parties acknowledge that Bank, as a federally charted savings bank, is
regulated  by  the  Office  of  Thrift  Supervision, and is therefore subject to
federal  law,  and  entitled to preemption from state laws to the fullest extent
permitted by law.  In any matters not so preempted (if any) this Agreement shall
be  governed  by  the  internal laws, and not by the laws regarding conflicts of
laws,  of the State of placeStateSouth Dakota.  Each Party hereby submits to the
jurisdiction of the courts of such state, and (subject to the Bank's reservation
of  preemption  rights  above)  waives  any  objection  to venue with respect to
actions  brought  in  such  courts.

SECTION  12.6     SEVERABILITY
     In  the  event  that  any  part  of  this  Agreement  is deemed by a court,
Regulatory  Authority,  System, 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  12.7     SURVIVAL
     All  representations,  warranties,  and  covenants  contained  herein shall
survive  any  termination  or  expiration of this Agreement.  In addition to the
representations,  warranties,  and  covenants  contained here, the Parties agree
that  the following sections will survive termination:  Article VIII (Limitation
of  Liability);  Article  X (Confidentiality); Article XII (General Provisions).

SECTION  12.8     SUCCESSORS  AND  THIRD  PARTIES
     Except  as  limited  by  Section  12.9,  this  Agreement and the rights and
obligations  hereunder  shall  bind, and inure to the benefit of the Parties and
their  successors  and  permitted  assigns.

SECTION  12.9     ASSIGNMENTS
     The  rights  and  obligations  of  Program Manager under this Agreement are
personal  and  may  not  be  assigned either voluntarily or by operation of law,
without  prior written consent from Bank.  Any such purported assignment without
the  express written consent of Bank is null and void and of no force or effect.

SECTION  12.10     NOTICES
     All  notices, requests and approvals required by this Agreement shall be in
writing  addressed/directed  to the other Party at the address and facsimile 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:
     Bank  to:               MetaBank
                             dba  Meta  Payment  Systems
                             2500  S.  Minnesota  Ave.
                             Sioux  Falls,  SD  57105
                             Attention:  General  Counsel
                             Facsimile  Number:  (605)  977-7501

     With  Copy  to:         Brad  Hanson,  President
                             Meta  Payment  Systems
                             4900  South  Western  Avenue
                             Sioux  Falls,  SD  57108
                             Facsimile  Number:  (605)  782-1701

     Program Manager to:     MERCHANT  PROCESSING  INTERNATIONAL,  INC.

<PAGE>
                             18500  VON  KARMAN  SUITE  530
                             IRVINE,  CA  92612
                             Attention:  ROBERT  CHRISTIANSEN,  VICE  PRESIDENT
                             Facsimile  Number:  949-910-0775
                             Tax  Identification  Number:  20-3219617

SECTION 12.11     WAIVERS
     Neither  Party  shall be deemed to have waived any of its rights, power, 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  12.12     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 12.13     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 12.14     DISPUTES
     (a)     Duty to Notify.  In the event of any dispute, controversy, or claim
arising  out  of  or  relating  to  this  Agreement  or  the  construction,
interpretation,  performance,  breach,  termination,  enforceability or validity
thereof  (hereinafter, a "Dispute"), the Party raising such Dispute shall notify
the  other  promptly  and  no  later  than  sixty (60) days from the date of its
discovery  of  the  Dispute.  In  the  case  of a Dispute relating to account or
transaction  statements  or similar matter, the failure of a party to notify the
other  party of such Dispute within sixty (60) days from the date of its receipt
shall  result  in  such matter being deemed undisputed and accepted by the party
attempting  to  raise  such  Dispute.

     (b) Cooperation to Resolve Disputes. The Parties shall cooperate and
attempt in good faith to resolve any Dispute promptly by negotiating between
persons who have authority to settle the Dispute and who are at a higher level
of management than the persons with direct responsibility for administration and
performance of the provisions or obligations of this Agreement that are the
subject of the Dispute.

     (c) Arbitration. Any Dispute which cannot otherwise be resolved as provided
in paragraph (b) above shall be resolved by arbitration conducted in accordance
with the commercial arbitration rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitral tribunal may be entered in
any court having jurisdiction thereof. The arbitration tribunal shall consist of
a single arbitrator mutually agreed upon by the Parties, or in the absence of
such agreement within 30 days from the first referral of the Dispute to the
American Arbitration Association, designated by the American Arbitration
Association. The place of arbitration shall be placeCitySioux Falls, StateSouth
Dakota, unless the Parties shall have agreed to another location within 15 days
from the first referral of the Dispute to the American Arbitration Association.
The arbitral award, which may include the attorney's fees of the prevailing
party, shall be final and binding. The Parties waive any right to appeal the
arbitral award, to the extent a right to appeal may be lawfully waived. Each
Party retains the right to seek judicial assistance: (i) to compel arbitration,
(ii) to obtain interim measures of protection prior to or pending arbitration,
(iii) to seek injunctive relief in the courts of any jurisdiction as may be
necessary and appropriate to protect the unauthorized disclosure of its
proprietary or confidential information, and (iv) to enforce any decision of the
arbitrator, including the final award. In no event shall either Party be
entitled to punitive, exemplary or similar damages.

     (d) Confidentiality of Proceedings. The arbitration proceedings
contemplated by this Section shall be as confidential and private as permitted
by law. To that end, the Parties shall not disclose the existence, content or
results of any proceedings conducted in accordance with this Section, and
materials submitted in connection with such proceedings shall not be admissible
in any other proceeding, provided, however, that this confidentiality provision
shall not prevent a petition to vacate or enforce an arbitral award, and shall
not bar disclosures required by any laws or regulations.

SECTION 12.15     HEADINGS
     The  table  of  contents,  various  captions  and  section headings in this
Agreement  are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement.  References in this Agreement
to  any  Section  are  to  such  Section  of  this  Agreement.

<PAGE>
SECTION  12.16     DRAFTING  PRESUMPTION

Program  Manager  and  Bank agree that they participated in the drafting of this
Agreement  and,  in  the  event that any dispute arises in the interpretation or
construction of this Agreement, no presumption shall arise that either one party
or  the  other  drafted  this  Agreement.


                            SIGNATURE PAGE TO FOLLOW


<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.


PROGRAM  MANAGER                      METABANK,  DBA  PLACEMETA  PAYMENT SYSTEMS

By: ________________________________  By: ______________________________________

Name: ______________________________  Name: ____________________________________

Title: _____________________________  Title: ___________________________________








<PAGE>
                                   SCHEDULE A

                       [Confidential Pricing Information]