RESELLER AGREEMENT

This  Reseller  Agreement  ('Agreement")  is  effective  as  of  May  13th, 2004
("Effectlve  Date"),  between  Inc.,  with  offices  at 2851 West Kathleen Road,
Phoenix,  Arizona  85053,  U.S.A  ("Hypercom"),  and SiVault, Inc, including its
world-wide  wholly owned subsidiaries, with offices at 672 Villa Center Way, San
Jose,  CA  85128  ("Reseller").

1.  APPOINTMENT.
    ------------

1.1  Hypercom  hereby appoints Reseller as one of its non-exclusive resellers in
the  following  geographic  territory: USA ("Territory") As a Hypercom reseller,
Reseller  will  purchase  the  point  of  sale terminal products and peripherals
described in the Product Addenda attached hereto and incorporated herein by this
reference  ("Products') and resell the same to end user customers. Reseller will
sell Products only pursuant to an executed end user purchase or lease agreement,
as  applicable, which conforms with and contains terms at least as protective of
Hypercom  and  its  licensors as this Agreement. Reseller will defend, indemnify
and  hold  Hypercom,  its  employees,  officers,  agents,  suppliers, licensors,
affiliates,  and  subsidiaries  harmless  from  and  against  any claims, costs,
losses,  damages  and  expenses (including reasonable attorneys' fees) resulting
from  or  related  to  Reseller's delay or failure to have its customers execute
such  an  agreement.  For  purposes  of this Agreement, any reference to sell or
resell  shall  also refer to ease. Hypercom shall have the right at any time and
in  its  sole and absolute discretion, to appoint other value added resellers in
any  geographic  territory  or to otherwise market the Products as Hypercom sees
fit,  without  notice  to  Reseller.

1.2. Reseller shall not, without Hypercom's prior written consent, which consent
may  be granted or denied in Hypercom's sole and absolute discretion: (a) obtain
the  Products  for  resale  from  any  individual,  firm  or  company other than
Hypercom;  (b) seek customers, establish any branch or maintain any distribution
depot  for  the  Products  in any country outside the Territory; or (c) sell the
Products  to  any  customer  in  any  country  outside  the Territory, or to any
customer  within  the  Territory  if  that customer intends to use or resell the
Products  in  any  country  outside  the  Territory.

2.  SPECIFICATIONS LICENSE. Subject  to  the  provisions hereof, Hypercom hereby
    -----------------------
grants to Reseller and Reseller hereby accepts a non-exclusive, non-transferable
license  to use and copy those specifications related to the Products from which
Reseller may create software interface drivers necessarily to interface Products
with  other  products  sold  and/or supported by Reseller. Other than the rights
expressly  granted herein, all rights, title and interest in and to the Products
belong  to  Hypercom  or  its  licensors.

3.  ORDERS,
    -------

3.1.  Each  of  Reseller's  orders for Products ("Purchase Order") constitutes a
separate  contract,  and  is  subject  to  Hypercom's acceptance or rejection at
Hypercom's  corporate  headquarters in Phoenix. Arizona. Hypercom shall have the
right,  for  any reason, to reject any Purchase Order, in whole or in part. Each
Purchase  Order  shall  expressly refer to both this Agreement and shall contain
the  following  information regarding the Products ordered: (a) description, (b)
quantity, (c) price, consistent with the Product Addenda, (d) requested delivery
dare,  consistent with this Agreement, and (e) delivery address (as applicable)-
Any additional terms, including but not limited to any pre-printed terms, on the
Purchase  Order  shall  have  no  effect.

3.2.  Reseller  will  be.  responsible  for;  (a)  ensuring the accuracy of each
Purchase Order; (b) providing 1-lypereom with any information necessary in order
to  enable  Hypercom  to fulfill the relevant Purchase Order and complying with
all  labeling,  marketing  and  other  applicable  legal  requirements  in  the
Territory;  and  (c)  obtaining  any  necessary import licenses, certificates of
origin  or  other requisite documents, and paying all applicable customs, duties
and taxes required for importation of the Products into the Territory and resale
therein.

3.3  Upon receipt and confirmation of each order, Nypercom shall inform Reseller
of  Hypercom's estimated delivery date therefor. Hypercom shall use commercially
reasonable efforts to satisfy and fill each Purchase Order. However, the parties
agree  lead  times may vary according to manufacturing and other conditions and,
consequently,  any  and.  all  delivery  dates communicated by Hypercom are mere
estimates  and under no circumstances shall 1-lypercom be liable to Reseller its


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<PAGE>

customers  or  any  end users for any delay or failure of delivery. In the event
Hypercom  is unable to satisfy any Purchase Order, for any reason, Hypercom will
notify  Reseller and allocate available Products among its customers as it deems
fit,  in  its  sole  and absolute discretion. Nothing in this Agreement entities
Reseller  to  any  priority  of  supply  in  relation to the Products as against
Hypercom's  other  customers.

3.4. Hypercom may, at any time: (a) discontinue manufacture of all or any of the
Products;  (b)  decline  to accept any order received from Reseller; or (c) make
such  alterations  to  the Product specifications as 1-lypercom, in its sole and
absolute  discretion,  deems  appropriate.

4,  PRICES,  PAYMENT AND DELIVERY.
    ------------------------------

4.1.  Unless  otherwise provided, herein, Reseller's prices for the Products are
set  forth,  in  the  Product  Addenda.  All prices are Ex Works factory and are
subject  to  change.  Accordingly  Reseller  will,  in addition to the price, be
liable  for  arranging  and  paying  all  costs  of  shipping  and  insurance.
Additionally,  all prices for the Products are exclusive of any applicable sales
or  use  tax,  valued-added  tax or the like, for which Reseller is also liable,
with  the exception of taxes based on 1-lypercom's net income. Hypercom's prices
may increase at any time with ninety (90) days prior written notice to Reseller.
Title  to  any  Products  will  not pass to Reseller until Hypercom has received
payment in full of the price therefor. Risk of loss of or damage to any Products
will  pass  to  Reseller  Ex  Works  factory. Reseller hereby wants 1-lypercom a
purchase  money security interest in all Products purchased hereunder and hereby
consents  to  any  related  filing  to  perfect  the  security  interest,

4.2.  Unless otherwise stated herein, all payments are due thirty (30) days from
the  date  on  the  relevant invoice ("Due Date") without the right to offset or
deduct  any  amounts  from  the  invoiced amount for any reason. Reseller should
contact  Hypercom  representative  regarding  any  payment questions or disputes
prior  to  the  flue Date in order to avoid any service charges. Any amounts not
paid  by  the  relevant Due Date will incur a service charge equal to the lesser
of:  (a)  one  and one-half percent (1-5%) per month or part thereof or (I,) the
maximum  amount  permitted  by  Jaw. The service charge wiil accrue from the Due
hate  on a daily basis until payment of all outstanding amounts is made in fill.
Reseller is liable. for all collection costs incurred by Hypercom resulting from
Reseller's  late  payment.  Reseller  shall make all payments in U.S. Dollars or
such  other  currency  as  Hypereom  may  from time to time notitify Reseller in
writing.

4.3.  Whenever  Hypercom  delivers  to  a common carrier any Products ordered by
Reseller,  regardless  of  whether  or  not  the  particular  common carrier was
designated  in Resellers shipping or routing instructions, such carrier shall be
Reseller's  agent and Hypercom shall not be liable for any delay, loss or damage
in  shipment.  Where  Hypercom  agrees  to arrange for shipping and insurance as
Reseller's  agent,  Reseller shall reimburse Hypercom the Bill costs thereof and
all  applicable  provisions  of  this Agreement apply with respect to payment of
such  costs  the  same  as  they  apply  to  payment  for  the  Products.

5.  PRODUCT MARKETING. Reseller  will  use  best  efforts to promote, market and
    ------------------
solicit  orders for the Products throughout the Territory and is responsible for
all  selling and sales support activities for its prospective clients within the
Territory.  Additionally,  Reseller  will  maintain  an active, professional and
suitably  trained  sales force. Reseller will not: (a) make any modifications to
the  Products  or  their  packaging  unless  previously  approved  in writing by
Hypercom; or (b) alter, remove or tamper with any Hypercom trademarks, patent or
copyright  notice, or any confidentiality, proprietary or trade secret legend or
notice,  or any numbers, or other means of identification used on or in relation
to  the  Products or packaging therefor. Reseller may establish the prices which
it  charges for its products provided, however, such prices are reasonable given
local  conditions  and  shall  be  included  in  published  price  lists.

6.  TRADEMARKS. Hypercom  hereby  authorizes Reseller to use certain. Hypercom
    -----------
trademarks  in  the Territory on or in relation to the Products for the purposes
only  of  exercising  its  rights  and  performing  its  obligations  under this
Agreement.  Reseller  shall  ensure that each reference to and use of any of the
Hypercom trademarks is in a manner approved by Hypercom and is accompanied by an
acknowledgment,  in  a  Hypercom-approved  form,  that  the  same  is Hypercom's
tademark  (or  registered  trademark).  Reseller agrees to provide Hypercom with
copies  of  all materials prepared by or used by Reseller which makes use of any
Hypercom  trademarks.


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7.  INDEMNIFICATION.
    ----------------

7.1.  Hypercom  shall  defend,  indemnify  and  hold  Reseller harmless from and
against  all  claims,  liabilities,  and  costs, including reasonable attorneys'
fees,  to  the  extent  any  third  party  claim  arises  from actual or alleged
infringement by the Products of any U.S. patent or copyright, provided Reseller:
(a)  promptly  gives  Hypercom  notice  of  the allegation or claim; (b) permits
Hypercom  to  fully control the defense and any settlement thereof and (c) filly
cooperates  in  such  defense  at  .Hypercomn's  reasonable request and expense.

7.2.  In  the  event of any actual or anticipated infringement claim related to
the Products, Hypercomn may, in its sole and absolute discretion; (a) modify the
allegedly infringing item; (b) settle the matter by substituting a substantially
equivalent  alternative; (e) obtain for Reseller the right to continue using the
allegedly  infringing  item  or (d) terminate Reseller's rights to the allegedly
infringing  item, THE FOREGOING RIGHTS CONSTITUTE F-HYPERCOM'S ENTIRE LIABTLFT'Y
AND RESELLER'S SOLE AND EXCLUSIVE REMEDY FOR INTPLLFCTUAL PROPERTY RIGHTS CLAIMS
ARISING  OUT  OF  OR  RELATED  TO  THE  PRODUCTS.

7.3  Hypercom's indemnity obligations do not extend to any intellectual property
claim  relating  to,  arising  out  of,  or  based on; (a) Products developed in
conformance with Reseller provided specifications, designs, or instructions; (b)
any  process patent or loyalty system, except processes inherent in the Products
over  which  Reseller has no control; (c) any modifications made to the Products
other than by or at the request of Hypercom; or (d) any violation by Reseller of
any  use  restrictions  or  confidentiality  or  proprietary  rights  provisions
contained  n  this  Agreement.

7.4.  Reseller will defend, indemnify and hold harmless Hypercom, its employees,
officers,  agents,  suppliers,  licensors, affiliates, and subsidiaries horn and
against  all  claims,  liabilities,  loss  and  expenses,  including  reasonable
attorneys  fees, of defending any third party claim arising out of or related to
the  use of any Product or any actions or omissions of Reseller or any person or
entity  acting  on  its  behalf,  provided Hypercom: (a) promptly gives Reseller
notice  of  the claim; (b) permits Reseller to fully control the defense and any
settlement;  and  (c)  filly cooperates in such defense at Reseller's reasonable
request  and  expense.

S.  CONFIDENTIALITY. Reseller  acknowledges  the  Products,  program  concepts
    ----------------
incorporated in the Products, specifications, pricing, and any other information
marked  or  otherwise  identified as confidential or proprietary information are
confidential  property belonging to Hypercom and/or its licensors ("Confidential
Information").  Reseller  will  maintain the Confidential Information as it does
its own such information, and with no less than a reasonable degree of care, and
shall  not,  without  .Hypercom's  prior  written  consent  disclose or make any
Confidential  Information available in any form to any person, except Reseller's
employees,  consultants,  customers,  or  permitted  operators,  whose access is
necessary to enable Reseller to exercise its rights under this Agreement and who
are  contractually  obligated  to maintain the confidentiality in a like manner.
Reseller has no obligation to preserve the confidential or proprietary nature of
Confidential  Information  which: (a) is already known to Reseller, as evidenced
by a writing dated prior to disclosure; (h) is or becomes generally known to the
public  at  large through Hypercom's own actions or no wrongful act of Reseller;
(c)  is  received  from  a  third  party  without  either  an  obligation  of
non-disclosure  or  breach  of  an  obligation  of  confidentiality;  (d)  is
independently  developed  by  it or for it by third parties or affiliates, which
third  parties  have  not  had  any  access  whatsoever  to  the  Confidential
Information;  or (e) is approved in advance for release by written authorization
of an officer of Hypercom. Reseller agrees to pay any and all damages (including
attorney's fees) sustained by Hypercom due to the unauthorized disclosure or use
of  any  Confidential  Information.  This  Section is not intended to replace or
supersede  any non-disclosure agreement between Hypercom and Reseller concerning
treatment of confidential information, but rather, is intended to be an addition
or supplement to any such agreement which may already exist between the parties.
Reseller acknowledges that any breach by it of any confidentiality provisions or
use  restrictions in this Agreement will cause irreparable damage to Hypercom or
its  licensors  and  that  a  remedy  at  law  will be inadequate. Therefore, in
addition  to  any  and  all  other  remedies, Hypercom and its licensors will be
entitled  to  seek  injunctive relief for any actual or threatened breach of any
confidentiality  or  use  restrictions  in this Agreement. In the event Reseller
breaches  any  confidentiality provisions or use restrictions in this Agreement,
Reseller  shall  immediately  notify  Hypercom  and  take  all  steps reasonably
available  to  cure  the  violation  and  to  prevent  any  subsequent violation


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9.  WARRANTIES.
    -----------

9.1  Subject  to the limitations set forth herein, Hypercom warrants to Reseller
that  Products  will  be  free from defects in P material and workmanship at the
time  of  shipment  to  Reseller  and  for the period thereafter specified below
("Warranty  Period").  The  warranty  .tated  above  is  the  only  warranty  or
representation  made  by Hypercom, and the sole basis for liability with respect
to  qualiP',  performance,  defects,  repair,  delivery  and  replacement of the
Products.  Reseller  will  pass  through  this Hypercom warranty to its end user
customers  who  purchase  Products,  and  shall  not  warrant  or represent that
Hypercom  warrants  or  guarantees  any Product except as provided herein. hi no
event  may  Reseller  modify  or  expand  the Hypercom Warranty, and Reseller is
solely  responsible for all warranties given to its end user customers regarding
Products  which ditthr from the Hypercom warranty. Hypercom gives no warranty or
representation  whatsoever  and  expressly  disclaims any warranty regarding any
interface(s)  or  device drivers developed and distributed by Reseller- Reseller
is  responsible  for  all  shipping  costs  incurred  in  returning  Products

Warranty Period:
Ninety  (90)  days      Product  Software
Twelve  (12)  months    Printers  and  printer  replacement  modules
                        FIP  devices
                        PIN  pads
                        NAC  products
                        LP  devices
                        T9  terminals
                        Optimum  terminals
                        Cellular  modems
                        ICE  cellular, accessory, peripheral, and portable units
                        Touch  screen  (void  if  damage caused by non-Hypercom
                          provided  stylus)
Thirty-six (36) months  ICE  5500M  terminals
                        ICE  6OOO  terminals
Sixty (6O)              months  Terminals  (unless  separately  listed  above)

9.2.  In  the  event  any  Products do not conform to the above stated warranty,
Hypercoms  liability  shall  be limited to repair or replacement of the relevant
Product(s),  FOB  point of shipment. THE ABOVE STATED REMEDY SHALL BE RESELLER'S
SOLE  AND  EXCLUSIVE  REMEDY  AND  HYPERCOM'S ENTIRE LIABILITY FOR NONCONFORMING
PRODUCTS.

9.3  THE  FOREGOING  WARRANTIES  ARE  IN  LIEU  OF  ALL  OTHER  WARRANTIES  AND
REPRESENTATIONS  OF  ANY  KIND  WITH  RESPECT TO THE PRODUCTS, INCLUDING WITHOUT
LIMITATION  ANY  WARRANTY  OF  NON4NFRNG.EKffiNT,  TITLE,  AND  TI-TB  IMPLIED
WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR  A  PARTICULAR  PIJRPOSE.
ADDITIONALLY,  J-IYPERCQM  DOES  NOT  WARRANT  OR  REPRESENT  TUE. PRODUCTS WILL
PERFORM  UNINTERRUPTED  OR  ERROR-FREE,  IMPENETRABLE  SECURITY,  OR  FLAWLESS
VERIFICATION  OF  THE  CARD  HOLDER  OR  THEIR  RELATED  SIGNATURE.

10.  LIMITATIONOF  LIABILITY.IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS
     ------------------------
AGREEMENT  FOR.  CONSEQUENTIAL,  SPECIAL, EXEMPLARY, OR ANY INDIRECT DAMAGES FOR
ANY  REASON  WHATSOEVER  (INCJ.LTDNG  WITHOUT  LIMITATION, LOST PROFITS, LOSS OF
RECORDS  OR  DATA),  REGARDLESS  OF  WHETHER  ARISING  FROM  BREACH OF CONTRACT,
WARRANTY.  TORT,  STRICT  LIABILITY,  OR  OTHERWISE.  EVEN  IF  ADVISED  OF  THE
POSSIBILITY  OF  THE  LOSS  OR  DAMAGIOR  IF  THE LOSS OR DAMAGE COULD HAVE BEEN
REASONABLY  FORESEEN.  Should  RESELLER  be  entitled  to  recover  damages from
Hypercom  based  on  one  at  more  claims  for  breach of contract, negligence,
misrepresentation,  or  other  contract  or tort claim, Hypercom shall be liable
only for: (a) its indemnity obligations hereunder; (b) damages for bodily injury
(including death) and damage to real property or tangible personal property; and
(c)  the  amount  of  any  other a actual direct damages or loss. in the ease of
clause  (c),  the  maximum  aggregate liability of Nypercom shall not exceed the
total  amount paid to Hypercom by Customer for the Product subject to the claim.


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11.  TERM  AND  TERMINATION. This Agreement shall commence on the Effective Date
     -----------------------
and  expire  three  (3)  years  thereafter unless terminated earlier as provided
herein  ("Term").  Either  party  may  terminate this Agreement without cause by
giving  the  other  party  not  less than three (3) months prior written notice.
Either  party may terminate this Agreement for cause as follows: (a) immediately
if  the  other  party  breaches  any  provision  of  this  Agreement  related to
Confidential  Information or proprietary or use restrictions; (h) upon seven (7)
days' notice lithe other party does not cure a payment related breach by the end
of' the notice period; (c) upon thirty (30) days' notice if the other parry does
not  cure  any  other  material  breach by the end of the notice period; (d) the
other party becomes subject to an involuntary bankruptcy proceeding or makes any
voluntary  arrangement  with  its  creditors;  (e)  the  other  party  goes into
liquidation  (except  for  the purposes of amalgamation or reconstruction and in
such  manner that the company resulting therefrom effectively agrees to be hound
by  or  assumes  the  obligations  imposed  under  this Agreement); (1) anything
analogous  to  any  of the foregoing under the law of any jurisdiction occurs in
relation  to  the  other  party;  or (g) the other party ceases, or threatens to
cease,  to carry on business. The rights to terminate this Agreement provided in
this  Section  II  shall  be  without  prejudice to any other right or remedy of
either  party  in  respect of the breach concerned, if any, or any other breach,

12,  CONSEQUENCES OF TERMINATION. Upon  termination  of  this  Agreement for any
     ---------------------------
reason;  (a)  1-lypereom shall be entitled (but not obliged) to repurchase, from
Reseller,  all  or  part  of  any stock of Products then held by Reseller at the
depreciated  value  on  Reseller's  books,  provided  that:  (i)  Hypercom  is
responsible  for  the  cost  of,  transport  and  insurance associated with such
repurchase; and (ii) Reseller may sell Products for which it has accepted orders
from customers prior to the date of termination, or in respect of which Hypercom
does  not,  by  written notice given to Reseller within seven (7) days after the
date  of  termination,  exercise  its  right  of  repurchase, as applicable; (b)
Reseller  shall,  at  its  own  expense,  within  thirty  (30)  days  after  the
termination  date, return to Hypercom or otherwise dispose of in accordance with
Hypereom's  directions all Confidential information, samples of Products and any
advertising,  promotional  or  sales  material  relating to the Products then in
Reseller's  possession; (c) all outstanding unpaid invoices rendered by Hypercom
hereunder  shall  become immediately due and invoices for Products ordered prior
to termination shall be due immediately upon submission of the relevant invoice;
and  (d)  Reseller  shall  cease to promote, market or advertise the Products or
make  any  use  of any Hypercom trademarks other than for the p1rpose of selling
Products  for  which  Hypercom  does  not  exercise  its  rights  of repurchase.

13.  GENERAL.
     --------

13.1  Independent  Contractor.  Reseller is an independent contractor and is not
      ------------------------
Hypercom's  employee  or  agent  for  any  purpose,  and nothing herein shall be
construed  as  making  Reseller Hypercom's employee or agent. Reseller shall not
make  any  warranty  or  representation  or  incur  any obligation, liability or
indebtedness  whatsoever  on  Hypercom's  behalf.

13.2. Audit. Upon reasonable request. Reseller will permit Hypercom to enter its
      ------
premises  and  inspect its inventory of Products, marketing materials, books and
records  to verify compliance with this Agreement during business hours provided
it  complies  with  all security, safety and other regulations which apply to or
are  in  force  at  the  relevant  premises.

13.3.  Assignment.  Reseller  will not assign, pledge, or otherwise transfer any
       -----------
rights  or  obligations  under  this  Agreement without Hypercom's prior written
consent,  which  shall  not be unreasonably withheld. Hypercom may have or later
acquire  one or more licensors whose products arc incorporated into, or licensed
with  the  Products,  and  each  such  licensor  is expressly made a third party
beneficiary  under  this  Agreement.

13.4  Force  Majeure.  Neither  party  shall  be  deemed to he in breach of this
      ---------------
Agreement,  or  be  otherwise  liable  to  the  other, by reason of any delay in
performance  or  non-performance of any of its obligations hereunder (other than
payment),  to  the  extent such delay or non performance is due to circumstances
beyond  its reasonable control (any strike, flood, fire, or other unexpected and
uncontrollable event) of which it has notified the other party; and the time for
performance  of  that  obligation  shall  be  extended  accordingly.

13.5.  Governing  Law.  This Agreement shall be governed by and construed in all
       ---------------
respects  in  accordance with the laws of Arizona, U.SJt, without regards to its
conflicts  of  law principles and each party hereby submits to the ncn-exclusive
jurisdiction  of  the  courts  of  Arizona. The United Nations Convention on the
International Sale of Goods is specifically excluded and shall not he applicable
to  any  transaction  contemplated  herein.


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<PAGE>

13.6.  Notice.  All notices required or permitted hereunder shall be written and
       -------
may  be  made by fax, personal delivery, or certified or registered mail (return
receipt  requested) to the address first set forth above. Notice is deemed given
on  the  date confirmed by the written delivery receipt generated by the machine
or  courier  delivering  such  notice.

13.7.  Export.  The  Products  may  be  subject  to  export  control  laws  and
regulations.  Reseller  will  not  export  or  re-export  any  Product,  or  any
underlying  Information  or  technology  except  if  in full compliance with all
United  States,  foreign  and  other  applicable  laws  and  regulations.

13.8.  Insurance. Reseller shall maintain adequate levels of insurance customary
       ----------
for  resellers  of  payment  terminals  with  insurance  providers acceptable to
Hypercom  in  its  reasonable discretion and shall deliver a certificate qf such
insurance to Hypercom upon request Such insurance shall name .Hypercorm, or such
other  entity  as  directed  by  Hypercom,  as  an  additional  insured.

13.9. Miscellaneous. This Agreement may he modified only by a written instrument
      --------------
signed  by  authorized representatives of both parties. If any term or provision
of  this  Agreement  is  deemed  invalid  or unenforceable, this Agreement shall
remain  otherwise  unaffected  and  enforceable. Waiver or failure of a party to
exercise  in any respect any tight provided for herein shall not be later deemed
a waiver nor prevent a party from strictly enforcing any right: at a later time.
Readings  in  this  Agreement  are for convenience only and shall not affect its
interpretation.  This  Agreement  expresses  the  parties'  entire understanding
concerning  this  subject matter, and supersedes and merges all prior written or
oral proposals, agreements or understandings relating thereto. Except in pursuit
of equitable relief before resorting in legal action, the parties agree to first
seek  alternative  means of resolving any dispute, including hut not limited to,
bi-lateral  management  meetings, non-binding mediation and/or arbitration. In a
legal  action or arbitration brought to enforce or interpret this Agreement, the
prevailing  party  shall  be  entitled  to  recover from the other all costs and
reasonable  attorney's  fees  so  incurred.  Those  provisions of this Agreement
which,  by  their nature, are meant to survive any termination of this Agreement
will  so  survive.

By  signing below, the panics have caused this Agreement to be duly executed by
their  respective  authorized  representatives  on  the  Effective  Date.

Hypercom U.S.A., Inc.                      SIVAULT ANALYTICS, INC.
"Hypercom"                                 "Reseller"

/s/ Guilherme Blumenthal                   /s/ Emilian Elefteratos
Guilherme Blumenthal                       Emilian Elefteratos
EVP - Sales & Operations                   Chief Executive Officer


                                      E-64
<PAGE>

                                    EXHIBIT A
                            PRODUCT LISTING, PRICING,
                          AND DELIVERY DELAY PROVISIONS

1.0  ICE  Product  and Pricing. Reseller may purchase the following Products, at
     --------------------------
the  following  Reseller  per  unit  price:

All quoted prices do not include license fees for capability for any proprietary
smart card payment fee. Such proprietary smart card payment schemes include, but
are  not  limited  to, Proton, Mondex, and Visa Cash. Associated cables on a per
quote  basis  if  non-standard  cables  are  required.

2.0  Delay  delivery  Provisions.  Subject to the provisions below, Reseller may
     ----------------------------
delay  delivery of any Product which is on order and scheduled for shipment mote
than  thirty  (30)  days  after receipt of Reseller's purchase change order, for
maximum deferral of ninety (90) days provided that such delayed shipment date is
within  the  delivery  time period specified in the body of this Agreement. Only
one  such  purchase  change  order  shall  be  accepted  per scheduled shipment.
Products  covered  by  accepted  purchase  orders may he rescheduled as follows:

 Number of Days Prior to the                   Percentage of Units of
Scheduled Shipment Date that                   Product  Which  May  be
 Purchase  Change  Order  is                        Rescheduled
          Received
            0-30                                        None.
           31-60                                         25%
           61-90                                         50%
       91  and  over                                    100%

[table of prices omitted]


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MUTUAL NON-DISCLOSURE AGREEMENT
-------------------------------

On  this  13th  day  of  May, 2004 Hypercom Corporation, a Delaware corporation,
including  its  worldwide,  wholly-owned  subsidiaries, with headquarters at 251
West  Kathleen Road, Phoenix, Arizona 85053 ("Hypercom") and SIVAULT ANALYTICS a
Delaware  corporation  with  offices  at 2033 Gateway Place, Sane Jose, CA 95110
("Company"),  hereby  agree  to  exchange  information pursuant to the following
terms  and  conditions:

1.  Confidential  Information
    -------------------------

A.  Hypercom and Company hereby agree that certain confidential information of a
party  hereto,  related to a potential business relationship, and/or the conduct
of  business  between the parties, or such other Special Purpose described below
("Permitted  Purpose"),  which  if  furnished  by  that party to the other party
hereunder  in  written,  other tangible or electronic form and clearly marked as
being  confidential  or  proprietary,  or  if  orally  or  visually  furnished,
identified  as  being confidential in a writing submitted to the receiving party
within thirty (30) days after such oral or visual disclosure shall be considered
by  the  receiving  party  to  be the Confidential information of the disclosing
party.

Special  Purpose:  _______________________________________________

                   _______________________________________________

                   _______________________________________________

B. Each party agrees to maintain the Confidential Information of the other party
received hereunder in confidence utilizing the same degree of care the receiving
party  uses to protect its own confidential information of a similar nature, but
in  no  event  less  than  a reasonable degree of care, and to not disclose such
information  to any third party or to employees of the receiving party without a
need  to  know  pursuant to the Permitted Purpose, The receiving party shall use
the  Confidential  Information received hereunder only for the Permitted Purpose
and  shall  not  copy,  reverse  engineer,  decompile,  disassemble,  or  create
derivative works based upon, the Confidential Information without the disclosing
party's  prior  written permission. Nothing contained in this Agreement shall be
construed  as,  and  there  is no granting or conferring to the receiving party,
whether  by  sale,  license  or  otherwise,  any right, title or interest in any
Confidential  Information,  nor  in  any intellectual property of the disclosing
party.  The  receiving party hereby agrees to promptly notify and cooperate with
the  disclosing party in the event it reasonably anticipates it may be compelled
by  law,  regulation, or judicial, administrative or governmental proceeding, to
disclose  any  of  the  disclosing party's Confidential Information, in order to
permit  the  disclosing  party  to  seek  a  protective  order.

C.  This  Agreement  shall  impose  no  obligation upon the receiving party with
respect  to  any  Confidential information of the furnishing party which: (a) is
now  or  which  subsequently  becomes  generally  known  or available through no
wrongful  act of the receiving party; (b) is known to the receiving party at the
time  of  receipt of same from the furnishing party evidenced by a writing dated
prior  to  disclosure;  (c) is subsequently rightfully provided to the receiving
party  by  a  third  party without restriction on disclosure; (d) is approved in
advance  for  release  by  written authorization of an officer of the disclosing
party;  or  (e)  is  independently developed by the receiving party provided the
person  or  persons  developing  same  have  not  had access to the Confidential
Information  of  the  furnishing  party.

2.  No Warranty: Both parties represent the Confidential Information provided is
    ------------
believed  by the disclosing party to be generally accurate. However, in no event
shall  the  disclosing  party,  its  directors, officers, agents or emplcyees be
liable  for  errors,  omissions  or inaccuracies of any kind in the Confidential
Information  and  the  receiving  party  shall  be responsible For verifying the
accuracy  of  the Confidential Information disclosed. NO WARRANTY OF ANY KIND IS
GIVEN REGARDING THE CONFIDENTIAL INFORMATION, THE SAME BEING AS IS, WHERE is AND
WITH  ALL  FAULTS,  AND  TUE  WARRANTWS  OF  MERCUANTABIIJITY  AND


                                      E-66
<PAGE>

FTTNESS  FOR  A PARTICIULAR PURPOSE, TO THE EXTENT APPLICABLE, ARE EXCLUDED. THE
FOREGOING  114  NO  WAY  MODIFIES  TUE  RETENTION 1W THE DISCLOSING PARTY OF ALL
RIGUT,  TITLE  AND  INTER!  ST IN THE CONFIPENTL4L INFORMATION DISCLOSED BY SUCR
PARTY.

3.  Equitable  Relief:  The  receiving  party  acknowledges  the  Confidential
    -----------------
Information  is  valuable  property  of  the  disclosing  party  and a breach or
threatened  breach  of  this  Agreement would cause irreparable injury for which
remedies  at  law  alone would be inadequate. Iii addition to all other remedies
available  as a result of breach or threatened breach of this Agreement, a party
injured  hereunder  shall have the right to seek equitable and injunctive relief
and  the other party in such an action hereby waives any requirement for posting
of  a  bond  or  security.

4.  Term:  This  Agreement  shall be effective on the date first shown above and
    -----
shall  continue  for  a  period  of three (3) years after the last disclosure of
Confidential  Information. Notwithstanding the foregoing, the obligation to hold
Confidential  information relating to products and software design specification
in  confidence  shall  continue  until  such  Confidential Information is either
returned  or  destroyed  in  accordance  with  Section  5.  below

5.  Termination: Upon  termination  or  expiration  of  this  Agreement,  or the
    ------------
disclosing  party's  written  request,  the  receiving party shall: (I) promptly
return any and all Confidential Information along with any copies, variations or
derivative  works,  whether  or  not  authorized, and/or (2) provide a corporate
officer's  written  certification  that all notes, memoranda, analyses, reports,
evaluations or other documents or data created, developed, modified or otherwise
generated  by  the  receiving  party  or  at its request, involving Confidential
Information  whether  in  tangible  or in electronic or magnetic storage format,
have  been  destroyed.

6.  General:  This  Agreement  represents the full and complete agreement of the
    --------
parties  with respect to the use and confidentiality of Confidential Information
und supersedes all prior communications, agreements or proposals with respect to
such subject matter, If any provision of this Agreement shall he held by a court
of competent jurisdiction to be illegal, invalid or unenforceable, the remaining
provisions  shall  remain  in  full  force  and  effect  This Agreement shall be
governed,  construed  and interpreted exclusively in accordance with the laws of
the  State  of  Arizona,  United  States  of America, applicable to transactions
wholly  performed  within  Arizona  and  without  regard to its conflicts of law
provisions.  Notwithstanding  the  preceding sentence, either party may bring an
action  in  any jurisdiction or forum solely to enjoin the actual or anticipated
wrongful  disclosure  of  any Confidential Information. The prevailing party, in
any  action  resulting from this Agreement shall be entitled to receive from the
other  party,  reasonable attorneys' fees and costs incurred, in addition to any
other  relief  awarded. No waiver of any breach hereof shall constitute a waiver
any  subsequent  breach  No  waiver  of  any breach or modification or amendment
hereto  shall  be effective unless in writing referring hereto and signed by the
waiving party. Neither pasty shall issue a press release, public announcement or
other  statement  concerning  or mentioning the other party by name without such
other  party's  prior written consent, Each party shall be entitled at any time,
and without notice to the other party, to negotiate, disclose and otherwise deal
in  any  manner  and  for  any  purpose  with  third  pasties  regarding its own
Confidential  Information.

ACCEPTED  AND  AGREED  TO  AS  OF  THE  DATE  FIRST  WRITTEN  ABOVE.

HYPERCOM  CORPORATION               SIVAULT ANALYTICS, INC.
"Hypercom"                          "Company"

/s/ C.S. Alexander                  /s/ Emilian Elefteratos
C.S. Alexander                      Emilian Elefteratos
Chairman & CEO                      CEO


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