ROI MEDIA SOLUTIONS, LLC

                               September 29, 2004

Mr. Randy Catanese
Direct Card Services, LLC
31416 W. Agoura Road, Suite 240
Westlake Village, CA 91361

    Re:  Amendment to Memorandum of Understanding Dated November 5, 2003

Dear Randy:

         This letter shall serve as an amendment  (hereinafter  the "Amendment")
to that certain  Memorandum of  Understanding  dated November 5, 2003 ("MOU") by
and between ROI Media  Solutions,  LLC  ("ROI")  and Direct Card  Services,  LLC
("DCS").  The purpose of this Amendment to the MOU is to clarify certain rights,
responsibilities, and obligations by and between the parties.

         The parties  acknowledge  and agree that time is of the essence for the
transactions  contemplated  under the MOU.  As a  material  inducement  to ROI's
agreement to enter into the MOU, DCS agreed that it would make available certain
start-up costs and expenses for defined stored value card programs. Likewise, as
a material  inducement  to DCS to enter into the MOU,  ROI agreed  that it would
provide  certain media  partners who would provide media free of cost to promote
the stored value card programs.

         DCS hereby agrees to timely  provide all  necessary  funds to implement
the test card programs contemplated by the MOU, and as defined in paragraph 4 of
the MOU,  for La Raza Los  Angeles  and Power 92  Phoenix,  such funds  shall be
sufficient to cover the costs and expenses  associated  with such test programs,
including,  without  limitation,  all costs  and  expenses  associated  with the
purchase and activation of the stored value debit test cards,  customer service,
and other  directly  related  costs and  expenses for the issuance of the stored
value debit test cards (hereinafter sometimes the "DCS Expenses").  It is agreed
that the test  programs  shall  consist of a total of 5,000  stored  value debit
cards for each program.  DCS hereby represents and warrants that DCS has already
paid the  MasterCard  licensing  fee for the  subject  stored  value  card  test
programs,  has paid for an initial inventory of 5,000 cards for each of the test
programs  (i.e.,  DCS Media  Card for  Phoenix  and the DCS  Media  Card for Los
Angeles),  has paid the start-up costs and  guaranteed  fees to Optimum Pay USA,
Inc. (and  BankFirst,  the issuing bank),  has paid the start-up fees to Lexicon
Marketing  which will act as the call center for the Los Angeles program and has
paid the Internet  set-up fees for Global Money Online.  DCS further  represents
and warrants that the only DCS Expenses that DCS has yet to pay in full for each
test program are: (1) set up fees and costs for the Phoenix call center; (2) the
initial MasterCard requirement for loading for each card once ordered and issued
by the bank to the consumer which amount is Ten Dollars  ($10.00) per card; and,
(3) an initial  insurance  premium of $10,000 to obtain  insurance  coverage for
bank  reserves as and when required by the issuing bank  (hereinafter  sometimes

<PAGE>

collectively  "DCS  Remaining  Test  Expenses").  DCS agrees to pay these  funds
directly to the  third-party  vendor (i.e.,  Optimum Pay USA,  Inc., O' Currance
Telemarketing  Services  and XL  Insurance  Company)  no less than five (5) days
prior  to any  requirement  to do so by the  issuing  bank  or  MasterCard.  DCS
represents and warrants that it has immediately available a sufficient amount of
funds to cover all DCS Remaining Test Expenses  contemplated by the MOU and this
Amendment.  All such  funds  shall be  reimbursable  pursuant  to the  terms and
conditions  of the MOU.  Schedule  "C"  appended  hereto  contains a list of all
anticipated  expenses of DCS  relating to the test  programs  that have not been
incurred or paid as of the date hereof.

         Should  DCS  fail  to pay in  their  entirety  any DCS  Remaining  Test
Expenses  and should  such  failure  prevent  compliance  with any  contract  or
obligation  with the issuing  bank,  MasterCard,  Optimum Pay USA,  Inc. and any
radio or media  partner  and further  should the same delay the  issuance of the
initial  inventory  of test cards for the Phoenix and Los Angeles  programs,  as
identified  herein  and in the MOU,  and  provided  further  that  such  failure
continues for fifteen (15)  consecutive  days, at the end of such period ROI, at
its option  (to be given in writing to DCS) shall have the right to acquire  the
interest of DCS under the MOU and the MOU shall  terminate in its entirety under
the following terms and conditions.  Upon such event, DCS would no longer have a
claim to any  further  ownership  or  profits  associated  with the  media  card
programs in Phoenix and Los  Angeles,  provided,  ROI shall pay to DCS an amount
equal to (i) any  advanced  costs  and fees  incurred  by DCS as  identified  in
Schedule "A" and Schedule "C" appended  hereto minus (ii) any advanced costs and
fees incurred by ROI as identified in Schedule "B" appended  hereto.  The unpaid
balance of such amount  shall  accrue  interest of Five  Percent (5%) simple per
annum beginning on the date of exercise. Such amount shall be paid by ROI to DCS
within forty-five (45) days after written notice of ROI's exercise of its option
described  herein.  Should ROI fail to fully pay DCS the amounts  identified  in
Schedule "A" and Schedule "C" in  accordance  herewith  then in such event ROI's
option and rights to acquire  the  interest  of DCS under the MOU shall  expire.
Such obligation to pay expenses is conditioned  upon ROI's ability to obtain all
necessary third party consents and assignments  necessary to transfer to ROI all
contracts  with the issuing bank,  MasterCard,  Optimum Pay USA, Inc., the radio
and  media  partners  and  others  related  to the  programs.  The terms of this
paragraph are subject to the conditions related to termination of the MOU as set
forth  below.  Should ROI fail to pay DCS such fees and costs  after  making any
such election,  then, in such event,  the rights of DCS under the MOU as amended
by this  Amendment  shall be reinstated  and shall be deemed to be in full force
and effect retroactively.

         It is further agreed that should DCS deliver the stored value test card
programs in accordance  herewith and further should an "Acceptable  Network" (as
defined on Schedule "D") be in place  contractually,  financially and physically
(appropriate equipment, software,  communications and other necessary items) and
should ROI fail to obtain a radio  media  launch of the  stored  value card test
programs  within  thirty (30) days  thereafter,  then in such case ROI shall pay
Optimum  Pay  USA,  Inc.  a fee of Ten  Thousand  Dollars  ($10,000)  per  month
(beginning  the first day of the month after such date) until  either the stored
value card test programs launch or until the MOU is terminated,  whichever shall
first occur. Any fee paid by ROI to Optimum Pay USA, Inc. in accordance herewith
shall be a recoupable item for ROI in accordance with the MOU.

<PAGE>

         If DCS (i) delivers the stored value card test  programs in  accordance
with its  obligations  under the MOU as amended  herein and (ii) DCS has paid or
has  financing  immediately  available  to cover all of the DCS  Remaining  Test
Expenses and (iii) an  Acceptable  Network  exists,  should ROI fail to obtain a
radio media  launch of the stored value card test  programs as stated  herein by
January 31, 2005,  then in such event ROI shall be obligated to pay DCS one-half
of all of its incurred costs and fees for the stored value card test programs as
identified  in Schedule "A" and  Schedule "C" appended  hereto less any advanced
costs and fees incurred by ROI as  identified  in Schedule "B" appended  hereto.
Such fees and costs payable by ROI to DCS shall be paid within  forty-five  (45)
days following any such failure by ROI, but in any event not later than March 1,
2005, if the provisions hereof apply.  Notwithstanding  anything to the contrary
contained herein,  in any event,  should the stored value card test programs not
commence by January 31, 2005 (the "Expiration Date"), and absent a joint written
extension between the parties of the MOU as amended, the MOU shall expire and be
of no further force and effect and all terms and  conditions  of this  Amendment
shall terminate excepting as to the terms of this paragraph which shall survive.
In the event the MOU expires by its own terms  ("Expiration"),  DCS shall be the
sole and  exclusive  owner of the Personal  Advantage  Media Card Program and La
Raza Bank Card  program  ("stored  value  card  programs")  free of any claim or
interest  of ROI except as noted  below.  The parties  expressly  agree that the
terms of the MOU set forth in paragraph  10 therein are not  modified  except in
the event of  termination  or Expiration of the MOU as set forth herein.  In the
event of the  termination  or  Expiration  of the MOU as set forth  herein,  the
parties  agree to cooperate in good faith to help enable the timely  transfer of
ownership of the stored value card programs in accordance with the terms hereof.

         In the event of  Expiration,  DCS shall have the option to move forward
with the Personal  Advantage  Media Card Program in Phoenix,  provided  that DCS
must notify ROI in writing  within seven (7) days of Expiration of its intent to
move forward with such program, provided,  further, DCS shall, within sixty (60)
days of  Expiration,  reimburse ROI for all expenses  identified is Schedule "B"
that are  directly  related to the  Personal  Advantage  Media  Card  Program in
Phoenix.  DCS would then take full ownership of the Phoenix program and assuming
full and timely reimbursement of expenses, ROI would no longer have claim to any
further  ownership  or profits  associated  with the DCS Media  Card  program in
Phoenix.  If DCS does not elect to exercise  the option in  accordance  with the

<PAGE>

terms of this  paragraph,  ROI has the  option  to  purchase  all  rights to the
Personal Advantage Media Card Program by reimbursing DCS, within sixty (60) days
of exercising its option,  for all expenses  identified in Schedules "A" and "C"
directly  related to the Personal  Advantage  Media Card Program.  The terms and
conditions of this paragraph are conditioned  upon obtaining all necessary third
party consents and assignments.

         In the event of  Expiration,  ROI shall have the option to move forward
with the La Raza Bank Card program in Los Angeles, provided that ROI must notify
DCS in writing within seven (7) days of Expiration of its intent to move forward
with such  program,  provided,  further,  ROI shall,  within  sixty (60) days of
Expiration,  reimburse DCS for all expenses  identified in Schedules "A" and "C"
that are directly related to the La Raza Bank Card Program.  ROI would then take
full  ownership of the programs and assuming  full and timely  reimbursement  of
expenses,  DCS would no longer  have claim to any further  ownership  or profits
associated  with the La Raza Media Card program in Los Angeles.  If ROI does not
elect to exercise the option in accordance with the terms of this paragraph, DCS
has the  option to  purchase  all  rights to the La Raza  Bank Card  Program  by
reimbursing ROI for all expenses  identified in Schedule "B" directly related to
La Raza  Bank Card  Program.  The terms and  conditions  of this  paragraph  are
conditioned upon obtaining all necessary third party consents and assignments.

         Every claim, dispute or controversy of whatever nature, arising out of,
in connection with, or in relation to this MOU (an "Arbitrable Claim"), shall be
settled by final and binding arbitration  conducted in Los Angeles,  California.
Judgment  upon any award may be  entered by any state or  federal  court  having
jurisdiction  thereof.  Except  as  provided  in  this  Agreement,  the  Federal
Arbitration Act shall govern the interpretation, enforcement and all proceedings
pursuant to this Section. Adherence to this dispute resolution process shall not
limit  the  right of the  parties  hereto  to  obtain  any  provisional  remedy,
including injunctive or similar relief, from any court of competent jurisdiction
as may be necessary to protect their  respective  rights and  interests  pending
arbitration.  Notwithstanding  the foregoing  sentence,  this dispute resolution
procedure is intended to be the  exclusive  method of resolving  any  Arbitrable
Claims arising out of or relating to this Agreement.  The arbitration procedures
shall  follow the  substantive  law of the State of  California,  including  the
provisions  of statutory  law dealing with  arbitration,  as it may exist at the
time of the  demand  for  arbitration,  insofar  as said  provisions  are not in
conflict with this Agreement and specifically  excepting  therefrom  sections of
any such statute  dealing with  discovery and sections  requiring  notice of the
hearing date by registered or certified  mail. The  arbitrators  shall determine
the  prevailing  party and shall include in their award that party's  reasonable
attorneys' fees and costs.

         The parties agree that their sole and  exclusive  remedies in the event
of any material breach of the MOU, as amended, shall be those stated in the MOU,
as  amended.  The  parties  expressly  waive  any claim  for  general,  special,
incidental or consequential  damages  (including any claim for punitive damages)
in the event of a material  breach of the MOU, as amended,  it being agreed that
the remedies for such breach are  expressly  identified  in the MOU, as amended.
The  remedies  expressed  herein are deemed to address  such  damages  which are
difficult  or  uncertain  to  ascertain.  The  remedies are not intended to be a
penalty. Further, the parties agree that the terms of this provision shall inure
to the benefit of any officer, director,  employee, attorney, or agent of either
party.  Each party agrees that it has had the benefit of legal  counsel prior to
entering into this letter agreement.

          This  Amendment may be signed in several  counterparts,  each of which
will constitute an original.

         In case any  provision of this  Amendment  shall be held to be invalid,
illegal or unenforceable,  it shall, to the extent possible, be modified in such
manner as to be valid, legal and enforceable but so as to most nearly retain the
intent of the  parties as  evidenced  hereby,  and if such  modification  is not
possible,  such provision  shall be severed from this  Amendment,  and in either
case the validity,  legality and  enforceability of the remaining  provisions of
this Amendment and the future application of such provision shall not in any way
be affected or impaired thereby.

<PAGE>

         Except as provided  herein,  the terms and  conditions of the MOU shall
remain in full force and effect.

         If  the  foregoing  correctly  sets  forth  our  understanding,  please
indicate your  acceptance  thereof in the space provided  below,  whereupon this
letter agreement and our acceptance shall constitute a binding agreement between
us.

                                              Very truly yours,

                                              ROI MEDIA SOLUTIONS, LLC

                                              By: /s/ Doyle Rose
                                                  --------------------------
                                                  Doyle Rose, its Manager


Accepted and agreed to as of
The date first above written:

DIRECT CARD SERVICES, LLC


By: /s/ T. Randolph Catanese
    --------------------------
Name:   T. Randolph Catanese
Title:  Managing Me