Master Agreement

     This  Agreement  effective  as  of  the  15th  day of September,.2004, (the
"Effective  Date") by  and  between Opus Software Solutions Pvt. Ltd, a company
incorporated  under  the  laws of the Republic of India, with offices at 201/202
Mayfair  Towers,  Shivaji  Nagar,  Pune, India, and with its US based registered
office  at  1480,  Route  9 North, Suite 203, Woodbridge, New Jersey 07095, USA,
collectively  referred  to  as  OPUS, and SiVault Systems Inc., a Public Company
incorporated in the State of Nevada corporation, having its principal offices at
1650  500  5t"  Avenue,  New  York,  NY  10110  (hereinafter  "SiVault").

WHEREAS

     (i)  OPUS  provides the combined product line of Electra-POS, Electra Card,
Electra  Recon,  mTalk,  Electronic  payment  gateway  (referred  to as ePG) and
Trendis  to  SiVault,  a  Point-of-Sale  driving and card issuing and management
software  product  from  its  Electra  product suite as defined in Appendix I to
serve  the  business  needs  of  SiVault.

     (ii) SiVault's business involves providing payment transaction acquirer and
issuer  processing  platform  using  Electra-Card  at a centralized managed data
center  facility,  which  will  allow  them  to setup, process and support their
customers  and  /  or  merchant needs in terms of card processing, card issuing,
transaction  authorization,  fee generation, and dispute handlings. SiVault will
also  drive  the  POS  devices  at  the  merchant  locations  using Electra-POS.

     (iii)  SiVault  understands  that  OPUS  will  customize  Electra  suite of
products  to meet its complete business and compliance requirements at a charge.

     (iv)  OPUS  will provide Electra-Card, Electra Recon and Electra-POS on one
hardware  and  software  configuration for SiVault. SiVault will need to procure
specific  hardware  and  software  from  third  party  vendors.  The  proposed
configuration  is  provided  in Appendix III. mTalk will be used for application
integration  on  Linux  environment.  ePG and Trendis will be hosted on separate
processing  environment.

     (v)  SiVault  wishes  to  certify Electra-Card and Electra-POS product with
VISA  and  Mastercard  for  transaction  authorization  and  routing.

     (vi)  The  Parties  are  desirous of recording the terms of their Agreement
relating  to  the  aforesaid and other matters as more particularly contained as
under:


1.  DEFINITIONS  &  INTERPRETATION

     In  this  Agreement  unless  the context or meaning requires, the following
terms  shall  have  the  meanings:

     "Agreement"  shall  mean this agreement and shall include all schedules and
Appendices  hereto.


                                      E-98
<PAGE>

"Acceptance" shall mean the date on which the customized Electra suite products,
i.e. software modules as described in Appendix I and customization undertaken in
agreement  with  SiVault,  has been installed at Location and SiVault has either
agreed  in  writing that the user acceptance tests were successful and completed
or  has gone live on the production system with any of the products at Location.

"Acquirer"  shall  mean  banks,  financial  institutions or Independent business
entities  on  whose  behalf  SiVault  drives  POS  devices  and  processes them.

     "Commencement  Date"  shall  mean  the  Effective  Date.

     "Card  Management  Platform" shall mean customized Electra-Card module from
Opus  Electra  Suite  of products that OPUS shall supply to SiVault for a price.

     "Delivery  Date"  shall  mean the date at which the customized Electra-Card
and  Electra-POS  software  modules  are  installed  at  Location.

     "Error"  shall  mean  a material failure of the customized Electra-Card and
Electra-POS  software  to  function  in  conformity  with  the  Specifications.

     "Issuer"  shall mean banks , financial institutions or Independent business
entities  on  whose  behalf  SiVault  issues  cards  and  processes  them.

     "Interchange  Networks"  shall  mean  external networks that will interface
with  the  combined  Card Management Platform and POS Driving system to send and
receive  authorizations  and  settlement.

     "Location"  shall  mean  the  premises  where  customized  Electra-Card and
Electra-POS  is  to  be  installed  by  OPUS  on  behalf  of  SiVault.

     "Offshore"  shall  mean  the  place at which the activities defined in this
Agreement  are  performed outside of United States and in the engineering center
of  OPUS.

     "Onsite"  shall  mean  the  place  at  which the activities defined in this
Agreement  are  performed  at  Location.

     "Offsite"  shall  mean  the  place  at which the activities defined in this
Agreement  are  performed  outside  the  Location  and within the United States.

     "Personnel" shall mean and include all employees and representatives of the
Parties  designated  to  do  any  such  acts,  deeds  as may be necessary and/or
beneficial  for  the  purposes  of  this  Agreement.

"POS  Driving"  shall mean customized Electra-POS module from Opus Electra suite
of  products  that  OPUS  shall  supply  to  SiVault  for  a  price.


                                      E-99
<PAGE>

     Services"  shall  mean  the  services provided by OPUS from time to time as
enumerated  in  this  Agreement.

     "Schedule" shall mean any attachment to this Agreement, or any subsequently
prepared  document,  which  the  parties  agree  to  in  writing.

     "Software License" shall mean non-exclusive and non-transferable license to
use  in  object  code  form  base  of  customized  &  certified Electra-Card and
Electra-POS  at Location for the duration of this Agreement and as per the terms
and  conditions  set  forth in this agreement. SiVault acknowledges that it will
only use the Software on the type of installation for which the license has been
granted  and  obtains  no  moral rights and rights of ownership of Electra suite
whatsoever.  The license is limited to customer primary site, but does not place
restriction  on  number  of Issuers and Acquirers on behalf of whom SiVault uses
the  license  to  provide  its services. The license granted entities SiVault to
copy  Electra  suite object code in machine readable form for archival or backup
purposes  provided  that  all titles, trademarks, and copyright, proprietary and
restricted  rights  notices  shall  be produced in all such copies, and that all
such copies shall be subject to the terms of this Agreement. The license granted
shall  not except to the extent as may be permitted by law, modify, translate or
create  derivative works based on the Software, nor reverse assemble, de-compile
or  reverse  engineer  the  Software,  whether in whole or in part, or otherwise
attempt  to  derive the source code, underlying ideas, algorithms, file formats,
programming  of  the  Software  or  any  files  contained in or generated by the
Software,  nor  shall it permit, whether directly or indirectly, any third party
to  do  any  of  the  foregoing.  SiVault  acknowledges  not  selling,  leasing,
encumbering,  sub-licensing,  transferring  or  assigning  the  Software  or any
proprietary notices or labels on the Software and remove any proprietary notices
or  labels  on  the Software. SiVault acknowledges that any new sites other than
primary  will  have  additional  charges  over  and  above  the  primary license
agreement  as  defined  in  Appendix  IV  of  the  agreement.

     "Software  Maintenance"  shall mean the Software License support activities
by OPUS after the Delivery date on the primary site Software License and SiVault
acknowledges  that  the  support  activities in no event shall OPUS be liable to
SiVault  for  loss of data, loss of profits or for indirect, incidental, special
or  consequential  damages  arising  out  of or in connection with the delivered
Software,  or  during  the delivery, installation, after delivery performance or
use  of the software if the said loss will have been caused by the negligent act
or  omission on the part of SiVault and failure on SiVault to provide a suitable
installation  environment,  use  of  products  or  materials  not  meeting  the
requirements and the installation Software for any other purpose other than that
for which it was designed to and the use of the Software on any computer systems
other  than  the  specified  software  and  hardware platform in this Agreement.
SiVault  acknowledges that the maintenance of the multiple site Software License
of customized and certified Electra suite will imply additional charges over and
above  the  charges to the primary site Software Maintenance to be paid to OPUS,
as  defined  in  Appendix  IV  of  this  agreement.

     "Specifications"  shall  mean published product definitions specific to the
implementation  of  SiVault  and  signed  off  by  both  the  parties.

2.  OPUS  SERVICES

     OPUS  shall  provide  and  SiVault  will  purchase the Electra suite module
licenses as described in Appendix I, customization, implementation, training and
maintenance  services  from  OPUS  as  described  below.


                                      E-100
<PAGE>

2.1.  License
The  core  license  covers  POS  driving  and  routing,  Store  &  Forward, card
application  processing, debit card issuing, PIN generation & verification, card
transaction  authorization,  fee  &  interest  calculation,  settlement  and
chargebacks,  merchant  management and system administration, electronic payment
gateway,  Trendis executive information system and mtalk integration services as
defined  in  Appendix  I.

2.2.  Customization

2.2.1  Customization  services  are the changes that will be made by OPUS to the
     base  Electra  suite  of  products to suit SiVault's specific requirements.

2.2.2     SiVault  will  decide upon the customization of the software from OPUS
and  may  choose  to  do  it  on  a  priority  basis,  in  a  phased  manner.

2.2.3     The  phase  I  of  customization  priorities  will  be  defined in the
Customer  Specification  Document  (CSD)  as  described  in  Appendix II of this
agreement.

2.2.4     All  further  phases  of  customization will be in accordance with the
Change  Control  procedure  as  described  in  Appendix  II  of  this Agreement.

2.2.5     The customization will be performed offshore as per the Specifications
signed-off  by  both  parties.

2.3.  Implementation

2.3.1     Implementation services at Location will be installation of customized
version  of  Electra  suite,  production  planning and setup, certification with
Interchange  networks  /  interfaces  excluding  mandates,  Acceptance  Testing,
Training,  Go-Live and post Go-live support for 10 business days including month
end  processing.

2.3.2     The  Acceptance Testing will be conducted as defined in Appendix II of
this  agreement.

2.3.3     OPUS personnel will provide the implementation services at Location as
per  Specifications  with  the  help  of  SiVault  personnel(s).

2.4.  Training

2.4.1     OPUS  will  train  10 (Ten) SiVault personnel's for 10 working days on
the  Software  License.
Maintenance

2.5.1     OPUS  will provide maintenance services for five years at charge after
Delivery Date for the customized Software License covering defect correction and
compliance  with  the  mandates  within the time lines required of the supported
Interchange  Networks  that are then linked with the customized Electra-Card and
Electra-POS.

2.5.2     The maintenance activities will be performed Offshore and released for
implementation  by  SiVault.


                                      E-101
<PAGE>

3.  SiVault's  RESPONSIBILITIES

3.1     Review  and  Sign-off project related functional and technical documents
presented  by  OPUS.

3.2     Set  up  necessary  infrastructure  for  implementing  the  customized
Electra-Card  and  Electra-POS  for  SiVault  including  associated  third party
software  &  hardware  at  Location.

3.3     Implement  power  protection,  provide  adequate security at Location to
safeguard  the  implemented  system  from  external  factors that may hamper its
functioning.

3.4     Provide  skilled  personnel at Location to operate SiVault's implemented
system  in  at  least  two  shifts  to  operate  and  manage  the  installation.

3.5     Maintain  and  monitor data communications links between the implemented
system  and  other  external  Interfaces  at  Location.

3.6     Provide  60 days advance written notice for growth in transaction load /
account  base  /  POS  devices  to  enable  OPUS to propose suitable measures in
advance  to  improve  infrastructure  processing  capabilities.

3.7     Acceptance  testing  and  production planning of the delivered system at
Location  with  OPUS.

3.8     Interchange network / interface certification testing of the implemented
system  at  Location  with  OPUS  before  go-live.

3.9     Reconciliation  and  settlement  with  networks  /  other  interfaces.

3.10  Provide  Virtual  Private Network (VPN) connection for OPUS after software
installation  to  have  full-access  to  the  install  base.

3.11  Provide and follow Change Control procedures for changes as defined in the
Appendix  II  of  this  Agreement.

4.     SOFTWARE  MODULES
As  described  under  Appendix  I

5.     STATEMENT  OF  WORK
As  described  under  Appendix  II

6.     PROCESSING  ENVIRONMENT
As  described  under  Appendix  III

7.     PRICING  SCHEDULE
As  described  under  Appendix  IV

8.     CONFIDENTIALITY  AND  PROTECTION  OF  DATA

8.1.     OPUS  is aware that in the course of the performance of its obligations
under  this  Agreement  they  may be given or communicated or be privy to Client
Data.  All such facts and information which may be given or communicated to OPUS
or  to  which they may be privy pursuant to or in connection with this Agreement
or  the  course  of performance of the Services shall be treated as confidential


                                      E-102
<PAGE>

and  OPUS  undertakes  for  itself and its Personnel that the same shall be kept
secret  and shall not be disclosed in whole or in part to any person or used for
any  purpose  other  than:

8.1.1  As  maybe  necessary  for  the  performance  of the obligations hereunder

8.1.2  When  required  by  or  under  any  law

8.1.3 When compelled so to do by any court of competent or regulatory authority.

8.2.     Each  party shall treat as confidential and keep secret all information
relating  to  each  other's business and will not disclose the same to any third
party except as may be required to perform the obligations under this Agreement.
Provided  that  all  such  disclosures shall only be limited on a "need to know"
basis and the Parties shall continue to be liable to maintain confidentiality of
all  such  information  disclosed  to  third  parties.

8.3.     SiVault  shall  take all reasonable care in maintaining the security of
the  systems,  software  and  hardware  involved  in  rendering of the Services.
SiVault will install appropriate firewall programs at the Location to secure and
protect  the  production  servers  from  any  hacking  attempt  or  data damage.

8.4.     In  the  event of either Party appointing any third party for provision
of  any  related services or any pre-requisites required for the purpose of this
Agreement,  they  shall  ensure  that  such  third  party  complies  with  the
confidentiality  obligations  under  this  Agreement.

8.5.     The provisions of this Article shall survive the termination and expiry
of  this  Agreement.

9.  LIABILITY  LIMITATIONS  AND  DISCLAIMERS

OPUS  shall  not  be  responsible  for  any  act  or  omission  which  could  be
attributable  to  a  default  of  any  other  person, other than OPUS, including
without  limitation any error or failure or inability of the external interfaces
linked  with  the  Electra  suite  software.

OPUS  SHALL  HAVE  NO  LIABILITY  WITH  RESPECT  TO  ITS  OBLIGATIONS UNDER THIS
AGREEMENT  OR  OTHERWISE  FOR  CONSEQUENTIAL,  EXEMPLARY, SPECIAL, INCIDENTAL OR
PUNITIVE  DAMAGES  EVEN  IF  IT  HAS  BEEN  ADVISED  OF  THE POSSIBILITY OF SUCH
DAMAGES.THIS  NO  LIABILITY  LIMITATION  APPLIES  TO ALL CAUSES OF ACTION IN THE
AGGREGATE,  INCLUDING  WITHOUT  LIMITATION  TO  BREACH  OF CONTRACT, NEGLIGENCE,
STRICT  LIABILITY,  MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND
AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT
AND  SERVICE  NONCONFORMITY  BETWEEN  THE  PARTIES  AS AUTHORIZED BY THE UNIFORM
COMMERCIAL  CODE  AND OF OTHER APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE
SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL
DAMAGES  SET  FORTH  IN  THIS  AGREEMENT.


                                      E-103
<PAGE>

10.TERMINATION

This  Agreement  shall  become  effective as of the Commencement Date as defined
herein  and  shall  remain  valid unless otherwise terminated in accordance with
this  Agreement.

SiVault or OPUS may terminate this Agreement at any time after the expiration of
five  years  from the date of this Agreement by giving not less than ninety (90)
days previous written notice. This clause and its terms, will also be applicable
if  SiVault  terminates  this  Agreement  any time before the expiration of five
years  from  the  date  of  this  Agreement.

On  termination,  SiVault  shall  immediately cease all use of the Services from
OPUS  and  continue  using  the  Software  License object code, but shall remain
liable  for  all  unpaid  fees  and  charges  incurred  prior to the date of the
termination  and  for  any  balance fees and charges payable as per Appendix IV.

11.  PROPRIETARY  RIGHTS

SiVault  acknowledges  and  agrees that the copyright, patent, trade secret, and
all  other  intellectual property rights of whatever nature in the Electra suite
Software  and  Documentation  are  and  shall  remain  the property of OPUS, and
nothing  in  this  Agreement  should be construed as transferring such rights to
SiVault  or  any  third  party.

OPUS  acknowledges  and agrees that the copyright, patent, trade secret, and all
other  intellectual  property  rights  of  whatever  nature  in the products and
Documentation  that  are  owned  by SiVault are and shall remain the property of
SiVault,  and nothing in this Agreement should be construed as transferring such
rights  to  OPUS  or  any  third  party,  unless  mutually  agreed.

12.  NEW  JERSEY  LAW

This  Agreement will be governed by and construed in accordance with the laws of
the  State  of New Jersey, U.S.A. The parties hereby consent to the jurisdiction
of  the  courts of the State of New Jersey, U.S.A. for the purpose of any action
or  proceeding  brought  by  either  of  them in connection with this Agreement.

13.  MISCELLANEOUS

13.1.  Counterparts
This  Agreement may be executed simultaneously in two or more counterparts, each
of  which  shall  be  deemed  to  be an original and all of which together shall
constitute  the  same  agreement.


                                      E-104
<PAGE>

13.2.  Force  Majeure

OPUS  shall  not  be  liable  for failure or delay in performing its obligations
hereunder if such failure or delay is due to circumstances beyond its reasonable
control,  including,  without  limitation,  acts  of any governmental body, war,
insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance,
interruption of or delay in transportation, unavailability of or interruption or
delay  in  telecommunications  or  third  party services, failure of third party
software  or  inability  to  obtain raw materials, supplies, or power used in or
equipment  needed  for  provision  of  the  Services.

13.3.  Non-Partnership

Nothing  in  this  Agreement shall be deemed to constitute a partnership between
the  parties or otherwise entitle SiVault to have authority to bind OPUS for any
purpose.

13.4.  Severability

If  any provision of this Agreement is agreed by the parties to be illegal, void
or  unenforceable  under  any  law  that is applicable hereto or if any court of
competent  jurisdiction  in a final decision so determines, this Agreement shall
continue  in  force  save that such provision shall be deemed to be deleted here
from  with  effect  from  the date of such agreement or decision or such earlier
date  as  the  parties  may  agree.

13.5.  Interpretation

In  this  Agreement,  unless  otherwise stated, a reference to a clause or to an
appendix  is  to a clause or to an appendix; words in the singular shall include
the  plural  and  vice  versa.
headings in this Agreement are for convenience only and are not intended to have
any  le  effect  and  words  denoting  persons  shall  include bodies corporate,
unincorporated, associations  and  partnerships.

13.6.  Notices

Except as otherwise provided in this Agreement, any notice to be given hereunder
shall  be  in  writing and may be served by being sent by facsimile or posted by
registered  post  or  by  courier  or  delivered  by hand to the below mentioned
mailing  address.

SiVault  Systems,  Inc.,
Suite  1650-500  5th  Avenue
New  York,  NY  10110
Attention:  lonatan  Schmidt

13.7.  Non-Solicitation

During  the  term  of  this  Agreement  and for a period of one year thereafter,
neither  party  shall  solicit  the  service  of  the  personnel  of  the other.


                                      E-105
<PAGE>

13.8.  Construction

This  agreement  does  not  limit  or  restrain  the  right  of  OPUS to execute
agreements  for  providing  similar  software  services  and applications or any
components  thereof  with  other  entities  or  organizations.


In  witness  whereof  the  duly  authorized  representatives of the parties have
submitted their  signatures  herein  below:


For  and  on  behalf  of           For  and  on  behalf  of
OPUS                               SIVAULT

/s/ Paresh Banerjee                Emilian Elefteratos
Authorized  Signatory              Authorized  Signatory
Paresh Banerjee                    Emilian Elefteratos
Director - Operations              Chief  Executive  Officer


                                      E-106
<PAGE>

Appendix  I  -  Software  Modules

This  Appendix  provides  a  list  of  software  modules  of  Electra-Card  and
Electra-POS  that  will  be  implemented  at  SiVault  Location.


                                      E-107
<PAGE>

Appendix  II  -  Statement  of  Work


This  Statement  of Work ("SOW") for the Agreement between SiVault and OPUS sets
forth  the  following:

1.     The  services  that  OPUS  will  provide  to  SiVault  for  supply,
implementation,  and  support  of  Electra  suite  for  this  project.
2.     The  tasks  that  SiVault  will  undertake  for  this  project.

1.  Project  Scope  and  Services

1.1  Phases  and  tasks
Project  Phase                 Tasks  and  Services
-----------------------------  --------------------
                               Project  Initiation
                               -------------------
                               Project  Management
                               -------------------
                               Project  Processes  Setup
                               -------------------------
                               Product  Integration  Review  (PIR)  and  Gap
Project  Definition            Analysis External  System  Interface
-----------------------------  ---------------------------------------------
                               Customization of Electra suite modules (as in
                               Appendix I) in accordance with Gap Analysis
                               and priorities
                               ---------------------------------------------
                               Installation of Electra suite modules at
                               SiVault
                               ---------------------------------------------
                               Integration  Tests
                               ------------------
                               User  Acceptance  Tests
                               -----------------------
Project  Execution             Production  Setup  including  data  for  go-live
-----------------------------  ------------------------------------------------
                               Go-live
                               -------

                               Onsite  support  for  Go-live
                               -----------------------------
Project  Support               Maintenance  support
-----------------------------  --------------------


                                      E-108
<PAGE>

1.1.1  Project  Initiation

1.     SiVault  and  OPUS  shall  hold  a  formal  `kick-off'  meeting.

2.     Each  party shall nominate a Project Manager who will each be the `single
point-of-contact'  for  the  duration  of  the  Project.

3.     SiVault  shall  nominate  senior  executives to a Steering Committee that
will  provide  oversight  to  the  Project  and  resolve  issues  and  problems.

4.     OPUS  shall  nominate  one  senior  manager  as its representative on the
Steering  Committee.

5.     SiVault  Project  Manager  shall  furnish  status reports to the Steering
Committee.

6.     SiVault  must  ensure that the Committee meets monthly to review progress
and  discuss  issues  with  the  Project  Manager(s).

1.1.2  Project  Management

SiVault  and  OPUS  Project  Managers  will  have the primary responsibility for
bringing  the  project  to  a  satisfactory conclusion. They will be responsible
throughout  the  course  of  the  Project  to:

1.     Develop and maintain project management plans, schedules, risk management
plans,  etc.

2.     Monitor  the  status  of  the  project.

3.     Identify  problems,  take  corrective/preventive measures and escalate to
the  appropriate  authority/Steering  Committee  when  necessary.

4.     Generate  regular  status  reports.

5.     Conduct  regular  status  meetings.

6.     Keep  the Steering Committee informed of project status and progress, and
present  project  status  when  invited.

7.     Manage  and  control  changes  as  and  when  they  occur.

1.1.2.1  OPUS  Project  Manager

The  OPUS  Project  Manager  will:

1.     Submit  weekly  status  reports to the SiVault Project Manager. This will
provide  status  of  tasks complete, tasks scheduled for the following week, and
identify  issues  that  require  the  attention  of  SiVault.

2.     Maintain  liaison  with  OPUS  consultants  and  development  team  for
customization  related  issues.

3.     Handle  issues  and  changes  that  may  occur  during  the course of the
Project.

1.1.2.2  SiVault  Project  Manager

1.     SiVault  Project  Manager  will  coordinate  technical  discussions/
clarifications with business partners such as banks, issuers, card associations,
etc.

2.     Facilitates  in  resolving  issues  raised  by  OPUS  Project  Manager.


                                      E-109
<PAGE>

1.1.3  Set-up  of  Project  Processes

SiVault  and  OPUS  Project  Managers  will  mutually  define standards that all
members  of  the  Project  Teams  will  follow.  These will cover the following:

1.     Definition  of  Project  Standards.

2.     Formats  and  frequency  of  documents such as status reports, management
reports  for  the  Steering  Committee,  etc.

3.     Standardization  on  tools  (e.g.  MS  Project  for  project scheduling).

4.     Change  Control  process.

5.     Project  Tracking.

6.  Incident  Tracking.  Project Managers may jointly agree to define other
processes  as  well.

1.1.3.1  Project  Standards  Workbook

The  document  containing  the  agreed  standards, formats and processes will be
termed  as  the  Project  Standards  Workbook,  or  PSW.

1.1.4  Product  Integration  Review  and  Gap  Analysis

OPUS  personnel  will  undertake  this  exercise  on-site  with  various SiVault
personnel.  The  objectives  will  be:

1.     Decide  upon  the  scope  of  the  project.

2.     Identify gaps (if any) between SiVault requirements and standard features
of  Electra  suite.

3.     Decide  on priorities for development and delivery of any additional
functionality  that  SiVault  requires.
This  phase  will  encompass  the  following  major  activities:

1.     Presentation  by  SiVault  of its priorities, requirements, concerns, and
project  deadlines.

2.     Meetings  between  OPUS personnel and various levels of SiVault personnel
to gain a detailed understanding of existing practices and requirements from the
new  System.

3.     Presentation  by  OPUS  of  the features and facilities of Electra suite.

4.     Definition  of  gaps  between  requirements  and  Electra suite features.

1.1.4.1  Customer  Specification  Document  (CSD)

1.     The  principal  deliverable is the Customer Specification Document (CSD).

2.     This  formal  document  will  describe  all  gaps.

3.     OPUS  will  submit  the  CSD  to  SiVault  for  approval  and  sign-off.

4.     OPUS  will  use  the  CSD as the basis for user acceptance of the system.


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1.1.4.2  Revision  to  the  schedule

1.     The  OPUS  Project  Manager  may  revise  the overall project schedule in
consultation with the SiVault Project Manager depending upon the effort and time
required  to  fulfill  the  gaps  identified  in  the  CSD.

1.1.5  External  System  Interface
The  Electra-Card  and  Electra-POS  system  needs  on-line links to: a) VISA b)
Mastercard

1.1.5.1  Message  formats
Electra-Card  and Electra-POS will adhere to the published interchange interface
specifications.  SiVault  will  furnish  data  about  message  formats for these
interfaces.

1.1.5.2  File  formats
OPUS  and  SiVault  will  finalize the format of all files that interchange will
exchange  via  batch  upload  processes.

1.1.5.3  Sample  Files
SiVault  will  provide OPUS with sample files that it exchanges with the systems
mentioned  above  for  testing  in  India.

1.1.6  Customization  of  Electra  suite
OPUS  will  use  the approved Customer Specification Document (CSD) as the basis
for  all  customization.  Therefore, OPUS will undertake impact analysis, effort
estimation  and  cost, design, development, and testing only upon receipt of the
CSD.

As  mentioned  in  clause  3.1.4.2,  customization may affect the implementation
schedule.

1.2  Project  Execution

1.2.1  Installation  of  software  at  SiVault

1.     SiVault  will  acquire and install all required hardware, system software
and  associated  infrastructure  in  accordance  with  the  agreed  schedule.

2.     Upon  confirmation  of  the  above, OPUS will dispatch its implementation
team  members  to  SiVault.

3.     The  Team  will  install base version of Electra suite; carry out initial
configuration  and  set  up  activities.

4.     After  carrying out the customizations, if any, the team will install the
customized  version of Electra suite and will carry out integration testing with
other  external  systems.

SiVault  will  provide  general  support  to the OPUS team such as work area, PC
workstations,  Internet  access,  telephones  with  long  distance,  etc.


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1.2.2  Integration  Testing

1.     After  set-up,  the  OPUS  Implementation Team will inform SiVault of its
readiness  to  conduct  integration  testing.

2.     The  Implementation  Team  will  conduct  end  to end tests with VISA and
MasterCard.

3.     SiVault  will assist the OPUS Team to ensure connectivity with the Switch
and  other  networks.

4.     SiVault  will  ensure  the  availability of test environment required for
integration  testing.

1.2.3  Certification

1.     SiVault  will schedule the pre-certification and certification tests with
VISA  and  Mastercard.

2.     OPUS  implementation  team  will  assist  SiVault  in  the  certification
process.

1.2.4  Training

1.     OPUS  and  SiVault  Project Managers will jointly develop a training plan
that  will  define:

-  Outline  of  each  course.
-  The  profile  and  prerequisite knowledge of participants for each course.
-  Approximate  schedule  of  the courses. Courses may be held before and after
the  User  Acceptance  Test.

2.     Training  will  be  conducted  for  a  maximum  period of 7 working days.

3.     Training  will  include  formal  class-room  and  on-the-job  sessions.

4.     The  training  will  include  implementation  of  patches  and  updates.

1.2.5  User  Acceptance  Testing  (UAT)

1.     The  OPUS  Project Manager and the SiVault Project Manager will determine
which  functions  require  acceptance  testing before hand over. SiVault Project
Manager  will  develop,  with  the  assistance  of  OPUS,  acceptance  criteria.

2.     OPUS will notify SiVault about its readiness for user acceptance testing.

3.     SiVault shall commence UAT within 3 working days from the date of receipt
of  notification.

4.     SiVault  shall  complete the UAT within 10 business days from the date of
commencement  of  UAT.

5.     Defects/shortcomings detected during UAT will be categorized as critical,
to  going  live,  and  non-critical  after  discussion between SiVauit and OPUS.

6.     OPUS  will  deliver  the  customized  Electra-Card  and Electra-POS after
rectifying  the defects or resolving the shortcomings. SiVault will complete the
second  cycle of UAT in not more than 5 business days from date of commencement.

7.     SiVault  will  sign-off  the  acceptance  document  when  all  critical
defects/shortcomings  have  been  resolved.


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8.     OPUS  will  support  the  UATTeam  during  UAT.

9.     The  Team  will  report  any  defects/shortcomings  to  the  OPUS  Team.

10.  OPUS  will  investigate  and  fumish  remedies.

11. The UAT Team will run the UAT to ensure that OPUS has resolved the problems.

12.  The  UAT  Team  will  report  the  successful  conclusion  of  the  UAT.

13. SiVault Project Manager and .Steering Committee will sign-off the acceptance
of  the  system.

14.  The  customized  Electra-Card and Electra-POS will be deemed accepted if no
material  defect  was  reported  within  the  UAT  period.

1.2.6  Go-Live

1.     SiVault  will  initiate  all necessary steps to go-live on the customized
Electra-Card  and  Electra-POS.

2.     OPUS  Team  will  provide  due  assistance  in migration and other allied
activities.

1.3  Project  Support

1.3.1  Support  Plan
The  OPUS  team will work with SiVault to impart an adequate level of operations
and  systems  knowledge  to  SiVault  personnel.
OPUS will work jointly with SiVault to develop a support plan document that will
cover  the go-live phase, the warranty phase, and on-going post-warranty period.

1.3.2  On-Site  Support  during  go-live
The  OPUS  implementation  team  will provide go-live support for a period of 10
working  days  including  month-end  processing.  The  dates of go live shall be
scheduled, after mutual discussion between SiVault and OPUS, such that month-end
processing  occurs  during  or  close  to the go-live support period of 10 days.

1.3.3  Maintenance  support

1.     This  agreement  and  the  Support  Plan  will govem the support services

2.     OPUS  will  provide  SiVault  with  fixes to any problems reported on the
delivered  software  at  the  time  of  go-live.

3.     OPUS  will also respond positively to meet periodic requests from SiVault
for  changes  and  enhancements in accordance with agreed change control process
defined  below.

4.     SiVault  will  have  to  provide  all  the  documentation  and supporting
materials  for  the  software  mandates  to  be  performed  by  OPUS.


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2.  PROJECT  DELIVERABLES

The  following  is a list of task/items that OPUS and/or SiVault must accomplish
under  this  SOW:
<TABLE>
<CAPTION>
Particulars                                              Responsible
-----------------------------------------------------  ----------------
<S>                                                    <C>

Electra suite and its customization                    OPUS
-----------------------------------------------------  ----------------
Project Standards Workbook                             OPUS and SiVault
-----------------------------------------------------  ----------------
Customer Specifications Document                       OPUS and SiVault
-----------------------------------------------------  ----------------
Acquisition of hardware, software and installation at
SiVault                                                SiVault
-----------------------------------------------------  ----------------
Project Management Services                            OPUS and SiVault
-----------------------------------------------------  ----------------
Unux Set-up, Installation of BEA Tuxedo, Oracle
RDBMS Database Creation, etc.                          OPUS and SiVault
-----------------------------------------------------  ----------------
Electra-Card, Electra-POS, other Electra products (as
in appendix I) Installation, Integration Testing,
System Testing, UAT Support, Certification Support,
Production Setup, Go Live support, Post Go Live
support                                                OPUS
-----------------------------------------------------  ----------------
UAT                                                    SiVault
-----------------------------------------------------  ----------------
User Documentation                                     OPUS
-----------------------------------------------------  ----------------
Operational Documents                                  SiVault
-----------------------------------------------------  ----------------
Training                                               OPUS and SiVault
-----------------------------------------------------  ----------------
Maintenance                                            OPUS
-----------------------------------------------------  ----------------
</TABLE>

3.  RESPONSIBILITIES

SiVault  will  have primary responsibility to maintain and operate the hardware,
software,  and  network  required  to  support  the  delivered  system.

SiVault  is  responsible  for  the  identification  and  interpretation  of  any
applicable  laws,  regulations,  and  statutes  that affect the existing SiVault
application  system  or  programs  that  OPUS  will  have  access to during this
Project.  It  is  the  responsibility  of SiVault to assure that the systems and
processes  meet  the  requirements  of  those  laws.

4.  Change  Control  Process

The  "Change  Control  Process"  governs  changes  to the scope and Deliverables
during  the  life of the Agreement. The purpose of this process is to coordinate
and  properly  document  the  development,  installation,  and evaluation of new
features  and  functionality during the Project. The Change Control Process will
be  implemented  after  go-live  and  will  continue  throughout  the  Project's
duration.  OPUS  will charge SiVault for any changes that are not defined in the
Software  Modules from the Appendix I of this agreement. The fees will be as per
the  Customization  charges  outlined  in  the  Appendix  IV  of this agreement.


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                      Appendix III - Processing Environment

The  Annexure  describes  the  infrastructure  that  SiVault  will  procure  for
implementing  Electra-Card  and  Electra-POS.

<TABLE>
<CAPTION>
<S>                  <C>
-------------------  ------------------------------------------------------------------------
Hardware             i. Dell PowerEdge High-end Servers each with:
                     D 2 * 2.4GHz Intel Xeon processors.
                     4 GB memory.
                     D 2 * 36 GB internal Disk Drives
                     D CD ROM, DAT Drive
                     2 * power supplies
                     10/100 BaseT Fast Ethernet PCI Adapter
                     2 Intel 100/1000 NIC cards
                     D Controllers Cards, Rapid Rail Racks
                     Disk array for external disk drives
                     2. Two Atalla or Thales or Eracom Host Security Modules
-------------------  ------------------------------------------------------------------------
Operating Systems    RED HAT Linux AS 2.1
-------------------  ------------------------------------------------------------------------
Clustering Software  Veritas Cluster Software for fail over, with Oracle HA Agent - Optional
-------------------  ------------------------------------------------------------------------
                     Veritas Foundation Suite for disk management - Optional
RDBMS                CPU Oracle 9i standard edition for 2 * 2 CPU system - Optional
-------------------  ------------------------------------------------------------------------
                     (assume it comes with the Hardware)
Middleware           ~fier II BEA Tuxedo license for 2 * 2 CPU system
-------------------  ------------------------------------------------------------------------
</TABLE>


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                          Appendix IV - Price Schedule


OPUS  shall  charge  SiVault  as per the price structure below from Commencement
date  for  a  period  of  30  months  as described below. The OPUS Electra suite
primary  site  Software License will be $ 620,000.00 for 3500 POS devices driven
by  Electra-POS  and 250,000 cards issued by Electra-Card; excluding third-party
software  and hardware, as applicable. The primary site Software License fees of
$  620,000.00  will  be  paid by SiVault in monthly installments with 10% annual
interest  rate.

1.  Total  down  payment  is  $  100,000.00

1.1     First  portion  of  Software  License  down  payment  due  on  contract
initiation:  $
50,000.00

1.2     Second  portion  of Software License down payment is due on commencement
date,  expected  to  be  approximately  two  weeks  from contract initiation : $
     50,000.00  2.  Third  Party  Software:

2.1  Opus and SiVault agree to negotiate in good faith the potential for Opus to
finance  the  cost  of the third part software (ORACLE 91 STANDARD EDITION for 2
CPUs  at  $  21,000  and  BEA TUXEDO VER 7.1 at $ 19,500) as part of the overall
project,  without  an  increase  in  the  initial  down-payments.

3.  Remaining  License  fee:

3.1     Monthly  payments  starting  90 days from commencement date, for month 1
thru  month  30  :  $  16,832.54  per  month

4.  Monthly  maintenance  fee:

OPUS  shall  charge SiVault an annual maintenance fee of 20% (Twenty Percent) of
the  delivered  Electra  suite software (excluding third-party software) for the
agreement  period  commencing  from  the  Delivery date and shall subject to the
following  conditions.

1.     The  monthly  maintenance  fee  for the base Software License $ 10,333.33

2.     Maintenance  fee for additional customization (not known at present) will
be  charged  at 20% of the total actual development cost agreed by both parties.

3.     Monthly Maintenance fee for Additional Modules will be charged as defined
below  in  Section  8.

4.     The  total monthly fee for Software License and additional customizations
(if any) will be paid at the commencement of each month along with the Remaining
License  fee monthly payments and will continue for five years from the Delivery
date

5.     SiVault's  payments  of  the  monthly  maintenance fee will be based on a
revenue  share  program,  defined  as:

a.     75%  of  SiVault's  monthly  profits  will  be  applied  to  the  monthly
maintenance  fee,  up  to  the  full  amount  of  the  monthly  maintenance fee.

b.     Should  75% of SiVault's monthly profit not equal any month's maintenance
fee,  the  unpaid  portion  would  accrue  and  be  added  to  the  next month's
maintenance  fee.  The  accrual process would continue until such time as 75% of
SlVaults  monthly  profit  exceeds both the then current monthly maintenance fee
and  all  previous  accruals  of  unpaid  maintenance  fee.

c.     If  the  accrued,  unpaid  maintenance  fees  exceed  one  year's  total
maintenance  fee,  SiVault  would  be  deemed  as  in  default,  and  Opus would


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<PAGE>

cease supporting SiVault. Ownership of the software license would revert back to
Opus.

d.     SiVault agrees to provide their monthly financial statements and business
forecast  to  Opus.

5.  Implementation  charges:

OPUS  shall  charge  SiVault for any additional implementation charges on a time
and  material  basis  for additional implementation services provided as part of
this  Agreement.  These  charges  will  depend  upon  the  nature of the service
involved  and  are  as  described  below:

3.1     Work  executed  Offshore  at  OPUSs  engineering  center  in  India:

3.1.1  Hourly  charges  for  developers:  US$  35.00

3.2     Work  executed  Onsite  in  the  USA:

3.2.1  Hourly  charges  for  developers:  US$  80.00

All  Implementation  fees  will  be  paid  in  full by SiVault to OPUS after the
Delivery  date  not  to  exceed  more  than  one  month  in  payment  delay.

6.  Customization  charges:

OPUS  shall  charge SiVault for any customization charges on a time and material
basis  for  additional  development  effort  on  the Software License before the
Delivery date. These charges will depend upon the nature of the service involved
and  are  as  described  below:

3.1     Work  executed  Offshore  at  OPUSs  engineering  center  in  India:

3.1.1  Hourly  charges  for  developers:  US$  35.00

3.2     Work  executed  Onsite  in  the  USA:

3.2.1  Hourly  charges  for  developers:  US$  80.00

All  customization  fees  will  be  paid  in  full  by SiVault to OPUS after the
Delivery  date  and  not  to  exceed  more  than  one  month  in  payment delay.

7.  Third-party  License  Fee

The  third-party software and hardware license fees associated with the Software
License  will  be  paid  by  SiVault  separately  to  the  third  parties.

8.  Software  Training

OPUS  will  conduct  the  onsite  training  free  of charge for 10 users and not
extending  more  than  10  working  days.  Any  additional training time will be
charged  hourly  at  US  $80.00  including  weekends  and  holidays.

9.  Travel  Expenses,  Accommodation  &  Per  Diem  :  Variable  component


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All  expenses  related to travel, accommodation for OPUS consultants involved in
implementing  and  support  of  the  software  solution  Onsite will be borne by
SiVault.  SiVault  will  also  pay  a  per diem of US $60 day per consultant for
consultants  involved  in  the  Onsite  implementation.  To  be  paid  with
Implementation  Charges.

10.Taxes,  Duties  And  Levies  :  Variable  Component

All  taxes,  duties  and levies that may be incurred by OPUS with respect to the
software  implementation  for SiVault will be extra and charged to SiVault on an
actual  basis.  To  be  paid  with  monthly  payments,  if  applicable.

11  .LATE  FEE:  2%  of  Due  Amount

OPUS  may charge a late fee at the rate of two percentage of the due amount, for
each  delinquent  month  from  the  payment due date as specified in the invoice
raised.




For  and  on  behalf  of           For  and  on  behalf  of
OPUS                               SIVAULT

/s/ Paresh Banerjee                Emilian Elefteratos
Authorized  Signatory              Authorized  Signatory
Paresh Banerjee                    Emilian Elefteratos
Director - Operations              Chief  Executive  Officer


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