TRANSACTION PROCESSING AGREEMENT


This agreement effective as of the ________ day of _________________, 2000.

BETWEEN:  Corporacion Ebanx.com,  S.A., a company incorporated under the laws of
the  Republic  of Panama,  with its  registered  office  located  at Ave.  Justo
Arosemana y Calle 45, Edificio  Dollar,  Primer Alto No. 4, Bella Vista,  Panama
City, Republic of Panama; ("eBanx");

AND BETWEEN: El Moro Finance Ltd., a company  incorporated under the laws of the
British Virgin Islands, with its registered office located at Pasea Estate, Road
Town,  Tortola,  B.V.I.,  and its licensees,  in whole or in part,  collectively
referred to as the "Merchant".

WHEREAS:

The  Merchant  wishes  to  have  eBanx  provide  on-line  financial  transaction
processing and eBanx wishes to offer such services to the Merchant.

NOW THEREFORE IT IS HEREBY ACKNOWLEDGED AND AGREED AS FOLLOWS:

1.       DESCRIPTION OF SERVICES.

         THE EBANX  SECURE  ECASH  SYSTEM  (The  "Ebanx  System")  IS NOT A BANK
         DEPOSIT  ACCOUNT  SYSTEM  AND EBANX IS  THEREFORE  NOT  INSURED  BY THE
         FEDERAL DEPOSIT INSURANCE CORPORATION OR THE CANADIAN DEPOSIT INSURANCE
         COMPANY.  MERCHANT ACCOUNT HOLDERS AGREE THAT EBANX SUPPLIES AN ON-LINE
         ELECTRONIC  CLEARING-HOUSE AND ECASH OWNERSHIP  VERIFICATION SERVICE TO
         FACILITATE THE COMPLETION OF TRANSACTIONS OVER THE INTERNET AND THROUGH
         CALL CENTRES BETWEEN THE MERCHANT, OTHER FINANCIAL INSTITUTIONS AND ANY
         OTHER EBANX ACCOUNT HOLDER.

         eBanx will provide certain  services (the "Services") to Merchant under
         this  Agreement.  The Services will be limited to the sale of eCash for
         US  currency,  the  purchase of US currency  with eCash,  managing  the
         accounting of Merchant and  facilitating and managing the accounting of
         End User Account Holder initiated  peer-to-peer  transfers to any other
         eBanx Account Holder or Merchant for any reason  supported by the eBanx
         System and acting as a third party verifier of eCash  ownership as well
         as providing customer service and support. eBanx eCash can be purchased
         by credit cards, Western Union, Money Gram, bank wire, or cheque or any
         other such payment method supported by the eBanx System in the future.

2.       SETTLEMENT PROCEDURE.

         Merchant  agrees that  settlement  of eCash  transactions  will be real
         time.  Merchant  further  agrees that  settlement of currency  purchase
         transactions  will be done  same day  during  the eBanx  business  day,
         Monday to Friday, 8:00 am to 5:00 p.m. Pacific Standard Time, either on
         demand or pursuant to a preset settlement schedule.

3.       PRIVACY POLICY.

         Merchant agrees to follow the eBanx mandated  Privacy Policy,  attached
         hereto as Appendix "A", in its dealings with  personal  information  of
         eBanx  Account  Holders.  This  privacy  policy is subject to change as
         outlined from time to time by eBanx.

4.       PROCESSING FEES.

         Merchant will pay to eBanx fees for all  transactions  processed as per
         the eBanx Merchant fees schedule  attached  hereto as Appendix "B". The
         eBanx Merchant fees schedule can be adjusted from time to time by eBanx
         throughout  the normal  course of business,  by giving thirty (30) days
         written notice to Merchant by any means including email. Such fees will
         be deducted and paid in eBanx eCash prior to  disbursement of any funds
         to Merchant on a monthly basis. Any fee increases must be directly tied
         to cost  increases  or existing  costs that are shown to be larger than
         expected by eBanx at the time signing of this agreement.
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5.       NSF CHEQUES / CHARGEBACKS / HOLDBACKS / EFT REJECTIONS.

         eBanx shall be entitled to deduct from any monies otherwise  payable to
         Merchant,  amounts equal to all Account Holder credit card chargebacks,
         EFT  rejections  or NSF  cheques  related  to eCash  purchases  made by
         Account Holder with Merchant.  eBanx may at its sole option  initiate a
         holdback  policy,  and change such  holdback  policy upon giving thirty
         (30) days notice to Merchant by any means including email.

6.       EBANX RULES.

         Merchant  agrees to conduct  business  subject  to all eBanx  rules and
         regulations as set by eBanx on the eBanx.com website, from time to time
         in the normal course of business. All such rules will be in effect upon
         Merchant being given notice in any manner  including  email of such new
         rules or regulations. Specifically, Merchant agrees to follow the eBanx
         Customer Services Policy if applicable.

7.       LIMITATION OF LIABILITY.

         In no event  will eBanx or  Merchant,  or their  respective  Directors,
         Officers,  Employees  or Agents be liable for any  incidental,  direct,
         indirect,  special or  consequential  damages  to the other  (including
         without  limitation,  damages for personal  injury,  loss of profits or
         sales, business interruption,  loss of business information,  data loss
         or any other  pecuniary loss) in connection with or arising out of this
         contract, whether caused by circumstances beyond its control (including
         without limitation,  computer,  utility or remuneration breakdown),  or
         otherwise.   Except  as  expressly   provided  herein,   there  are  no
         warranties,  express or implied, by operation of law or otherwise,  for
         any  services  furnished   hereunder.   In  all  situations   involving
         performance or nonperformance of the eBanx System,  your sole remedy is
         the adjustment or repair of the eBanx System.

         eBanx shall not be responsible for any delay in performance when and to
         the  extent  that  such is  caused  in whole or in  part,  but  without
         limitation, by any one or more of the following:  computer,  utility or
         communication  breakdown,  fire, flood,  earthquake,  strike,  material
         shortage, lockout, war, revolution, riot, insurrection, or natural act.
         eBanx shall not be liable for damages,  loss of data, delays, errors or
         failure of performance  occurring  directly or indirectly by reasons of
         the above or similar events or occurrences.

         No legal  action,  regardless  of form,  arising  out of, or under this
         Agreement,  or any matters or transactions  thereunder,  may be brought
         against  eBanx or  Merchant  more than one (1) year  after the cause of
         action has occurred.

8.       ECASH.

         Merchant agrees that one (1) unit of eBanx eCash shall be equivalent to
         one (1) dollar of the lawful  currency of the United States of America,
         unless specified  otherwise.  If this is ever changed it is agreed that
         they will  have all eCash  converted  to any other  currency  valuation
         based on the currently existing exchange rates. Merchant further agrees
         to accept  eBanx  eCash as a means of payment for any goods or services
         offered by it on its site.

9.       WEBSITE.

         Merchant agrees that it will show the "eBanx Certified Merchant" button
         on the front page of its Website and linking to the home page of eBanx.
         Merchant  also  agrees  to put in a number  of  locations  on  Merchant
         Website the eBanx Privacy  Policy  button  linking to the eBanx Privacy
         Policy page,  as  stipulated  by eBanx.  Merchant also agrees to have a
         Customer  Service Button on the front page of Merchant  Website linking
         to the Merchant Customer Service page and with a link from this page to
         the eBanx Customer Service page.
<PAGE>

10.      TAXES.

         Merchant  will be  responsible  for the payment of all property  taxes,
         duties,  levies or other taxes assessed or imposed by the  jurisdiction
         that the purchase transaction is deemed to occur in for tax purposes.

11.      CONTRACT AMENDMENT.

         The terms of this  contract may be amended  unilaterally  by eBanx upon
         six (6)  months  advance  written  notice  to  Merchant.  In the  event
         Merchant is notified of an amendment,  Merchant will have the option of
         terminating  this contract upon written notice to eBanx,  provided that
         such notice is received by eBanx at least thirty (30) days prior to the
         effective date of the amendment.

12.      CONTRACT TERMINATION.

         This  contract may be terminated by either party for any reason upon 30
         days advance  written  notice to the other party.  Notwithstanding  any
         termination of this contract,  Merchant will remain liable to eBanx for
         any  chargebacks in eBanx Accounts  opened for conducting  transactions
         with Merchant.  eBanx shall be entitled to retain any holdbacks held by
         it for a period of up to six (6) months after termination.

13.      EBANX ACCOUNT HOLDERS.

         Merchant agrees that there may be certain  jurisdictions that eBanx may
         at its sole discretion, for reasons of law or otherwise restrict access
         from.

14.      CONTROLING LAW.

         This  Agreement,   and  all  provisions   contained  herein,  shall  be
         interpreted in accordance with the laws of the Republic of Panama.

15.      ARBITRATION.

         All  claims,  demands,  or  disputes  of any kind  between  the Parties
         arising under or related to this Agreement  shall first be submitted to
         mediation before a single mediator  selected by the Parties.  If, after
         Thirty (30) days after such mediation has been  initiated,  the dispute
         has not been resolved to the satisfaction of both Parties,  the Parties
         shall then submit the dispute to binding  arbitration  conducted in the
         English  language  in  Vancouver,  BC,  Canada  under  the rules of the
         International   Arbitration   Center.   Each  Party  shall   select  an
         arbitrator,  after which the  arbitrators  selected by each Party shall
         select a third  arbitrator.  Any award  from the  panel of  arbitrators
         shall be confirmable in any court of competent  jurisdiction  and shall
         be entered as a judgment enforceable by the prevailing Party. Any award
         from the panel of  arbitrators  shall  include  an award of  reasonable
         attorneys' fees and costs to the prevailing Party.

16.      ENTIRE AGREEMENT.

         This  Agreement,  and any  schedules  constitute  the entire  agreement
         between  the  parties  and  shall  supersede  any  and  all  prior  and
         contemporaneous promises,  representations and agreements, if any, made
         by  one  party  to the  other  concerning  the  subject  matter  of the
         Agreement.

17.      ADJUSTMENTS.

         This agreement may not be released, discharged,  supplemented,  amended
         or modified in any manner except by an instrument in writing  signed by
         duly  authorized  representatives  of  Merchant  and  eBanx  unless  as
         described herein.

<PAGE>


18.      ENUREMENT.

         This  Agreement  shall  enure to the  benefit  of and be binding on the
         parties to it, the  successors and assigns of eBanx and, where approved
         in writing, upon Merchant successors and assigns.

19.      BONUS PROGRAMS.

         All bonus programs administered by eBanx on behalf of the Merchant will
         be  dealt  with  on a case by  case  basis  under  separate  letter  of
         authority. Merchant assumes all risk of any Merchant initiated program.

20.      INITIAL ACCOUNT BALANCES.

         Merchant agrees to an initial eCash purchase of US  $____________  into
         Merchant eBanx Account.  Thereafter  Merchant will keep a minimum of 5%
         of their last 6 months  eCash  purchase  transactions  in the  Merchant
         eBanx  Account to be used to pay out any Account  Holder  Claims or for
         any Credit Card  Chargebacks,  EFT Rejections or NSF cheques.  Merchant
         agrees  that a change in minimum  balance  may be required by eBanx and
         that such amounts will be  determined  by eBanx in the normal course of
         business.

    21.  CURRENCY PAYOUT.

         eBanx and  Merchant  agree  that US dollar  currency  payouts  from the
         Merchant  Account will be done on a periodic basis  mutually  agreed by
         both.  The period of this  payout will not be more than a month or less
         than a day. The actual  payout  period will be  determined by the eCash
         accumulation  rates of the Merchant  Account and will be adjusted  over
         time.  Any Merchant  Agency deals are also to be paid out directly from
         Merchant  account  if  applicable  under  separate   agreement  between
         Merchant  and any third party  agents.  In all cases eBanx fees will be
         paid monthly directly from the Merchants eBanx account.

EXECUTION IN COUNTERPART.

This instrument may be executed in counterpart by the parties hereto, in as many
counterparts  as may be  necessary.  Each  counterpart  shall be deemed to be an
original  forming  one and same  instrument,  each of which  shall bear the date
first written above.


ACKNOWLEDGED AND AGREED TO BY:

CORPORACION EBANX.COM, S.A.                          EL MORO FINANCE LTD.


/s/ Krista Wilson                                    /s/   Kay Linda Richardson
-------------------------                           ---------------------------
By:  Krista Wilson                                    By:  Kay Linda Richardson

Secretary
-------------------------                            ---------------------------
Title: Corporate Secretary                           Title:  Director


                                                     /s/    Annetta Penn
                                                     ---------------------------
                                                     By:    Annetta Penn