<PAGE>

                                  EXHIBIT 5.4
                                  -----------

                              BIN SPONSOR AGREEMENT

         This BIN Sponsor Agreement ("Agreement") dated March 23, 2005
("Effective Date") is entered into by and between First Gulf Bank, N. A.
("Bank") with a mailing address of c/o Alabama National BanCorporation, 1927
First Avenue North Birmingham, Alabama 35203 and Morgan Beaumont, Inc.
("Client") with a mailing address of 6015 31st Street East, Bradenton, Florida
34203.

         WHEREAS, BANK is a Visa USA "Visa" member and is Licensed through Visa
to provide card services; and

         WHEREAS, Client has developed and will market proprietary prepaid card
programs; and

         NOW, THEREFORE, in consideration of the foregoing premises, mutual
promises and covenants hereto and other good and valuable considerations the
receipt of which are hereby acknowledged, the parties agree as follows:

1) Bank obligations.

Subject to the terms and conditions of this agreement Bank will provide the
following services:

         a)       Issuance of Visa cards for prepaid programs approved by Visa
                  and in accordance with the terms hereof and supported by
                  attached Exhibit(s); and

         b)       Notification to Client of Visa rules and regulations
                  pertaining to the issued cards and this Agreement;

2) Client obligations.

Subject to the terms and conditions of this agreement Client will provide the
following:

         a)       Funding as required by Bank as defined in Exhibit(s); and

         b)       Funding of Escrow accounts, if applicable, as defined in the
                  Exhibit(s) for each program; and

         c)       Adhere to all Visa and Bank requirements pertaining to the
                  card program as defined in Exhibit(s) or, in the case of Visa
                  requirements, as presented to Client by the Bank; and

         d)       Keep confidential any and all information pertaining to the
                  cardholder, or Bank, that is made available to Client;


                                      -1-




<PAGE>

         e)       Comply with USA Patriot ACT and Bank Secrecy Act and other
                  compliance as maybe specified by Bank to Client;

3) Fees.

         a)       Fees shall be paid as outlined in Exhibit(s);

4) Term of Agreement.

         a)       The term of this Agreement shall commence upon the date hereof
                  and shall continue for Three (3) years (the "Initial Term")
                  from the first consumer transaction after market launch of
                  product to Client distribution channel, unless earlier
                  terminated in accordance with this Agreement. Thereafter, this
                  Agreement shall automatically renew itself on the same terms
                  and conditions for successive periods of one (1) calendar year
                  (in each case, a "Renewal Term") unless either party elects
                  not to renew this Agreement by written notice at least Ninety
                  (90) days prior to the expiration of the Initial Term or any
                  Renewal Term; and

         b)       Either parry may terminate this Agreement (1) at any time
                  during the Initial Term or any Renewal Term if the other party
                  commits a breach of a material provision of this Agreement,
                  and such breach is not cured within 5 days after the breaching
                  parry receives written notice reasonably detailing the breach
                  from the non-breaching party; or (ii) in the event the other
                  parry becomes insolvent, seeks protection from creditors under
                  applicable bankruptcy law;

         c)       Upon expiration or termination of this Agreement for any
                  reason, (I) all materials provided by either party to the
                  other hereunder or in connection with the terminated services,
                  and written upon request, will be returned within fifteen days
                  after the effective date of termination or expiration, as the
                  case may be, and (ii) all earned and unpaid fees and expenses
                  will be paid within thirty (30) days and (iii) Bank may
                  continue or cancel any or all cards at its sole discretion,
                  and (iv) both parties will continue to comply with their legal
                  and regulatory obligations, as well as other obligations to
                  preserve confidential information, including, but not limited
                  to customer information.

5) Ownership of Cards.

Client acknowledges that the Visa cards are owned by the Bank, that upon breach
of this Agreement by Client or as required to comply with Visa rules and
regulations, the Bank may cancel any or all cards with prior written notice to
Client and the cardholder, and that such cancellation shall not be deemed or
construed a breach of this Agreement. Client further agrees that if (i) fraud is
detected on any card, or (ii) illegal activity is determined, or (iii) if Client
fails to report money laundering or suspicious activity, that Bank at its sole
discretion may immediately cancel any and all cards related to such conditions
listed herein.

6) Confidential Information.

Each party agrees that the Proprietary Information and the contents of this
Agreement (collectively "Confidential Information") are confidential information
of the entity supplying it and its respective licensors (the "Disclosing
Party"). The entity receiving such Confidential Information (the "Receiving
Party") shall exercise at least the same degree of care, but not less than
reasonable care, to safeguard the confidentiality of the Confidential
Information as the Receiving Party would exercise to protect its own
confidential information of a similar nature. The Receiving Party may use the
Confidential Information only to exercise its rights and obligations under this
Agreement. The Receiving Party shall not duplicate, sell or disclose to others
the Confidential Information, in whole or in part, without the prior written
permission of the Disclosing Party. The Receiving Party may, however, disclose
Confidential Information to its employees, agents and representatives who have a
need to know the Confidential Information to perform work for Receiving Party,
provided that the Receiving Party uses reasonable efforts to ensure that the
Confidential Information is not duplicated or disclosed in breach of this
Agreement. Notwithstanding the foregoing, in no event shall the Receiving Party
disclose the Confidential Information to any competitor of the Disclosing Parry
without specific, prior written consent from an officer of the Disclosing Party.
Confidential Information means (i) any data or information that is competitively
sensitive material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies, finance,
operation, customer relationships, customer profiles, sales estimates, business
plans, and internal performance results relating to the past or present future


                                      -2-




<PAGE>

business activities of parties, as appropriate, and its and their subsidiaries
and affiliated companies and the customers, clients and suppliers of any of
them; (ii) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the sense
that its confidentiality affords either party, as appropriate, a competitive
advantage over its competitors; (iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software, source code,
object code, flow charts, databases, inventions, know-how, and trade secrets,
whether or not patentable or copyrightable; (iv) all documents, inventions,
substances, engineering and laboratory notebooks, drawings, diagrams,
specifications, bills and materials, equipment, prototypes and models, and other
tangible manifestation of the foregoing which now exists or come into the
control or possession of either party, all of which must be identified as
confidential prior to disclosure, as appropriate. The obligations of
confidentiality and restriction on use in this Agreement shall not apply to any
Confidential Information that the Receiving Party proves: (i) was in the public
domain prior to the Effective Date or subsequently came into the public domain
through no fault of the Receiving Party; (ii) was lawfully received by the
Receiving Party from a third party that was not, to the knowledge of the
Receiving Party at the time of the disclosure, subject to any obligation of
confidence to a third party; (iii) was already in the Receiving Party's
possession prior to receipt from the Disclosing Party; or (iv) is required to be
disclosed in a judicial or administrative proceeding after all reasonable legal
remedies for maintaining such information in confidence have been exhausted
including, but not limited to, giving the Disclosing Party as much advanced
notice as practical (if legally permissible) of the possibility of disclosure to
allow the Disclosing Party to stop such disclosure or obtain a protective order
concerning such disclosure. The obligations of the parties with regard to this
Section 7, "Confidential Information" shall survive the termination of this
Agreement.

7) Protecting Customer Information.

Client acknowledges that the Bank is the card issuer and that cardholders are
bank customers and both Bank and Client shall implement appropriate measures
designed to ensure the security and confidentiality of Bank's customers'
information (sometimes hereinafter referred to as "Customer Information"),
protect against any anticipated threats or hazards to the security or integrity
of such information and protect against unauthorized access to or use of such
information that could result in substantial harm or inconvenience to any Bank
customer.

8) Intellectual Property.

         a)       Bank Intellectual Property:

                  i) OWNERSHIP. Client expressly acknowledges and agrees that
         the entire right, title, and interest in any intellectual property
         owned by Sank as of the date of this Agreement, or developed by, or
         under the direction or at the request of, Bank during the term of this
         Agreement ("Bank Intellectual Property") shall remain with Bank and
         that except as specifically provided herein, Bank has the right to
         protect the Bank Intellectual Property in any manner it deems
         appropriate, and to reproduce, publish, sell and distribute such Bank
         Intellectual Property to anyone

                  ii) ALTERATIONS OF INTELLECTUAL PROPERTY. Any alterations,
         variations, modifications, additions, corrections, enhancements or
         improvements of or to the Bank Intellectual Property shall be the
         property of Bank and subject to the terms and conditions of this
         Agreement whether made by Bank or by Client;

                  iii) COMPETITION. Without the prior written consent of Bank,
         Client shall refrain from copying, reverse engineering, translating or
         modifying the Bank Intellectual Property or granting any other person
         or entity the right to do so.

                  iv) TERMINATION. Upon the expiration or termination of this
         Agreement, Client shall have no further rights to the use of the Bank
         Intellectual Property and shall make no claim thereto or against the
         use thereof by Bank or any other person or entity;

         b)       Client Intellectual Property:

                  i) OWNERSHIP. The Bank expressly acknowledges and agrees that
         the entire right, title, and interest in any intellectual property
         owned by Client as of the date of this Agreement, or developed by, or
         under the direction or at the request of, Client during the term of
         this Agreement ("Client Intellectual Property") shall remain with
         Client and that except as specifically provided herein, Client has the
         right to protect the Client Intellectual Property in any manner it
         deems appropriate, and to reproduce, publish, sell and distribute such
         Client Intellectual Property to anyone. Without limiting the foregoing,
         the product designated the " in Exhibit B shall be deemed Client
         Intellectual Property;


                                      -3-




<PAGE>

                  ii) ALTERATIONS OF INTELLECTUAL PROPERTY. Any alterations,
         variations, modifications, additions, corrections, enhancements or
         improvements of or to the Client Intellectual Property shall be the
         property of Client and subject to the terms and conditions of this
         Agreement whether made by Bank or by Client;

                  iii) COMPETITION. Without the prior written consent of Client
         Bank shall refrain from copying, reverse engineering, translating or
         modifying the Client Intellectual Property or granting any other person
         or entity the right to do so.

                  iv) TERMINATION. Upon the expiration or termination of this
         Agreement, Bank shall have no further rights to the use of the Client
         Intellectual Property and shall make no claim thereto or against the
         use thereof by Client or any other person or entity;

9) Limitations of Damages; Indemnification.

         a)       Subject to the respective indemnity obligations of the parties
                  hereunder and to the extent permitted by applicable law, in no
                  event shall either parry, its affiliates or any of its or
                  their directors, officers, members, employees, agents or
                  subcontractors be liable hereunder under theory of tort,
                  contract, strict liability or other legal or equitable theory
                  for lost profits, exemplary, punitive, special, incidental,
                  indirect or consequential damages, each of which is hereby
                  excluded by agreement of the parties regardless of whether
                  such damages were foreseeable or whether either party or any
                  entity has been advised of the possibility of such damages;

         b)       In addition, if Bank or Client determines that it is unable to
                  supply any of the services described in this Agreement because
                  of Visa rules and regulations or Governmental Requirements,
                  Bank and Client shall work together in good faith to identify
                  an appropriate response (whether through program enhancements,
                  work-around solutions or otherwise). For purposes of this
                  Agreement, Governmental Requirements shall mean, collectively.
                  all statutes, codes, ordinances, laws, regulations, rules,
                  orders and decrees of all governmental authorities (including
                  without limitation federal, state and local governments,
                  governmental agencies and quasi-governmental agencies) having
                  jurisdiction over a party. In the event the Parties are unable
                  to agree on an appropriate response within 60 days or such
                  other timeframe as mutually agreed, then either Party may
                  elect to terminate this Agreement or the applicable card
                  program, without liability, by written notice delivered to the
                  other party. The notice shall specify the date of termination,
                  which date shall be no less than six (6) months following the
                  date of such notice, or such earlier date as may be mutually
                  agreed by the parties.

         c)       Each party agrees to indemnify, defend, and hold harmless the
                  other party, including its agents, employees, directors,
                  officers, members and affiliates, for any claims, losses, or
                  damages, including reasonable attorneys' fees, resulting from
                  indemnifying party's (1) negligent acts, (2) breach of any
                  term or provision of this Agreement, (3) unauthorized
                  disclosure or release, whether intentionally or otherwise, of
                  Customer Information, or (4) violation of any state or federal
                  laws or regulations pertaining to the cards, including the
                  sale of cards or fees charged to the cardholder. Each party
                  further agrees to indemnify, defend and hold harmless each
                  other, including its agents, employees, members, officers and
                  affiliates, for any claims, losses, or damages, including
                  reasonable attorneys' fees, resulting directly or indirectly
                  from any agreement that the indemnifying party has with its
                  vendors or clients, which are the result of the willful
                  misconduct or negligence of the indemnifying party.
                  Notwithstanding the foregoing, Bank's indemnification
                  obligations shall not extend to any claim that is not directly
                  related to the. obligations of the Bank as described herein.

         d)       Further, Client agrees to indemnify, defend, and hold harmless
                  the Bank, including its agents, employees, directors,
                  officers, members and affiliates, for any claims, losses, or
                  damages, including reasonable attorneys' fees, resulting from
                  (i) a claim related to the marketing, sale, or promotion of
                  the cards, or (ii) claims relating to customer support
                  provided by Client, or (iii) claims relating to fees charged
                  to cardholders by Client or (iv) any claim that is not
                  directly related to the obligations of the Bank as described
                  herein.


                                      -4-




<PAGE>

10) ARBITRATION. It is the intention of both parties of this agreement to
resolve any disputes under this Agreement amicably by reasonable businesslike
negotiations and without resort to litigation or arbitration. However, the
parties acknowledge and agree that this Agreement and the subject matter hereof
are substantially connected with and involve interstate commerce. Any dispute
arising out of or relating to this Agreement which cannot be amicably settled by
the parties shall be settled by arbitration comprising of three (3) arbitrators
in accordance with the commercial arbitration rules of the American Arbitration
Association currently in effect at the time of the dispute. Such arbitration
shall take place in the state of the defending party. The provisions of this
Agreement relating to arbitration and judgment upon the award rendered by the
arbitrators shall be specifically enforceable in any court having jurisdiction
thereof. The parties shall give notice of its intent to cause any controversy or
claim to be settled by arbitration, together with a description of the facts and
circumstances giving rise thereto in sufficient detail as to permit the other
party to investigate the particulars thereof. A copy of the notice to arbitrate
shall also be furnished to the regional office of the American Arbitration
Association nearest to the defendant's location. The award of the arbitrators
shall be final, binding and non-appealable by either party; The costs of the
arbitration, excluding each party's attorney's fees, shall be shared equally.

11) WAIVER OF JURY TRIAL- if the arbitration in section 10 is deemed
unenforceable, each of the parties hereto expressly waives any right it may have
to a trial by jury in any legal or court action commenced by any of the parties
hereto to enforce, collect, defend, enjoin, or that otherwise relates to this
agreement or any of the transactions herein described. Likewise, each party
hereto waives any right to have a jury trial in any such legal or court action
for any defense, claim of set-off, claim of recoupment, counterclaim or third
party action asserted or raised in any such legal or court action. Any legal or
court action relating to this agreement or the transactions herein described
shall be tried exclusively to a court without a jury. Both parties of this
agreement each specifically acknowledges that its execution of this waiver of
jury trial is a material inducement for its entering into this agreement;

12) AUTHORIZATION. Each of the parties hereto represents and warrants on behalf
of itself that it has full power and authority to enter into this Agreement;
that the execution, delivery and performance of this Agreement has been duly
authorized by all necessary corporate and partnership or other appropriate
authorizing actions; that the execution, delivery and performance of this
Agreement will not contravene any applicable by-law, corporate charter,
partnership and joint venture agreement, law, regulation, order or judgment;
that execution, delivery and performance of this Agreement will not contravene
any provision or constitute a default under any other agreement, license or
contract which such party is bound; and, that this Agreement is valid and
enforceable in accordance with its terms.

13) ASSIGNMENT. This Agreement may not be assigned, in whole or in part, by
either party without the prior written consent of the other party.
Notwithstanding the foregoing, either party may assign this Agreement as the
result or a merger or sale of substantially all of the party's assets so long as
the assignee accepts all rights and obligations of the assignor as stated
herein, and provided further that the assignee is not a competitor of the other
party.

14) COMPLIANCE WITH LAWS: Bank and Client each acknowledge and agree that its
performance of its obligations under this Agreement shall be in accordance with
all applicable federal, state and local laws, ordinances and regulations and
those of any regulatory body having jurisdiction over this Agreement;

15) INDEPENDENT CONTRACTORS. The relationship of the parties under this
Agreement shall be and at all times remain one of independent contractors and
Bank is neither an employee or agent of Client, and vice versa. Neither party
shall have any authority to assume or create obligation on the other's behalf
and shall not take any action which has the effect of creating the appearance of
its having such authority;

16) NOTICE. Bank and Client agree that any notice to be given by a party
pursuant to this Agreement shall be in writing and delivered personally or sent
by registered or certified mail, postage prepaid, return receipt requested,
addressed to the respective addresses of the parties (Eric Jensen for Client and
John Bragg for Bank) as set forth in the first paragraph of this Agreement or
such other persons or addresses as may be designated in writing by the party to
receive such notice;

17) ENTIRE AGREEMENT. This Agreement and all appendices attached hereto and
incorporated herein by reference, contain the entire agreement and understanding
of the parties with respect to the subject matter of this Agreement and
supersedes all prior oral or written agreements and understandings relating to
this Agreement;


                                      -5-




<PAGE>

18) WAIVER; ENFORCEABILITY. No waiver or modification of any of the provisions
of this Agreement shall be binding unless made in writing and signed by all of
the parties hereto. Failure of either party at any time to require performance
of any provision of this Agreement shall not affect the right at a later time to
enforce the provision or any other provision. In the event that any provision of
this Agreement is held invalid, illegal, or unenforceable, such invalidity,
illegality, or enforceability, shall not affect any other provisions of this
Agreement;

19) BINDING EFFECT. This Agreement, once executed by both parties, shall be
binding upon and shall inure to the benefit of the parties to this Agreement and
their respective successors and assigns;

20) GOVERNING LAW. The validity, construction and performance of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Alabama, regardless of the laws that might otherwise govern under applicable
principals of conflicts of law; provided, however, Section 10 of this Agreement
shall be governed by the Federal Arbitration Act, 9 U.S.C. ss.ss. 1-16;

         IN WITNESS WHEREOF, BAND and Client have caused this Agreement to be
executed and delivered by their respective authorized officers as of the
Effective Date.

                            [SIGNATURE PAGE FOLLOWS)


                                      -6-




<PAGE>

                                                   FIRST GULF BANK, N. A.

                                                   By: /S/ [SIGNATURE ILLEGIBLE]
                                                       -------------------------
                                                      Its:



                                                   CLIENT


                                                   By: /S/ ERIK JENSEN
                                                       -------------------------
                                                   ERIK JENSEN
                                                   -----------------------------
                                                   PRINT NAME

                                                   Its: PRESIDENT
                                                        ------------------------
                                                        Title


                                      -7-




<PAGE>

                                    EXHIBIT A
                                    ---------

                              BIN SPONSOR AGREEMENT
                              ---------------------

     BETWEEN FIRST GULF BANK, N. A. AND MORGAN BEAUMONT DATED MARCH 23, 2005
                     VISA GENERAL PURPOSE RE-LOADABLE CARDS


FUNDING REQUIREMENTS FOR CLIENT
-------------------------------

Client shall fund a Bank Account ("Bank Account") prior to card issuance
consisting of a minimum of $10,000 at all times. If the balance falls below
$10,000 on any day, Client is responsible for adding funds through wire transfer
no later than the following banking business day to replenish the balance to its
minimum amount.

Client shall provide funds daily through ACH or wire transfer to the Bank
Account, an exact amount representing all value loads by its customers during
each business day as reported by Client's processor. Failure to do either of the
above shall constitute breach of this Agreement.

Client shall maintain a cardholder fee account at the Bank to which cardholder
fees will be added and from which fees or losses owed to Bank shall be drawn by
Bank.

FEES PAID BY CLIENT
-------------------

$X,XXX for coordination of Client's Visa ISO registration with Bank and Visa.

$X,XXX per Visa Program request.

Client shall pay to Bank $X.XX per transaction for each PIN-based purchase
transaction and each ATM transaction.

Client shall reimburse to bank the quarterly assessment charged by Visa for
total transaction activity associated with this program.

Client shall reimburse any additional fees charged by Visa for this program
including over-the-counter withdrawal fees, Visa ISO fees if applicable, or any
other fees, such fees to be paid at cost to Bank.

Client shall pay all ATM network fees at the rates charged to Bank with no
markup. This includes fees for cash withdrawals, both domestic and foreign; and
balance inquiries and declines.

Client shall pay to Bank a fee of $X.XX per ACH Transaction less amounts
collected from Client's processor. For purposes of this Agreement, "ACH
Transaction" shall mean a load transaction performed by Bank using the ACH
system. By way of example only, an ACH Transaction may include a payroll deposit
made to a card.

All fees are due and payable upon receipt of invoice. Bank shall have the right
to debit Client's accounts at bank for any fees owed that are more than 30 days
past due.

INTERCHANGE AND INTEREST PAID BY BANK
-------------------------------------

Client shall receive interest on balances in the Bank Account at the Bank's
Business Money Market Account rates.

Client shall receive .0030 (30 basis points) of net interchange fees earned and
received by Bank.

OTHER CLIENT OBLIGATIONS
------------------------

Client is responsible for adherence to Visa Cardholder Information Security
Protection (CISP) compliance. Further, Client shall maintain strict security of
any Client Web Site in which cardholder data is gathered.

Client is responsible for all provisional credits and losses of any nature
associated with this program to include, but not limited to negative card
balances.

Client agrees to provide funds from the Bank Account to cover any provisional
credits or losses created by this card program.

Client agrees not to solicit, sell or market outside the United States or its
territories.

Client agrees to comply with Visa rules and regulations concerning any Visa
cards issued to its customers.


                                      -8-




<PAGE>

                          Attention: Erik Jensen
                          Facsimile Number: 941-753-2875
                          Tax Identification Number: 65-1071956

SECTION 12.11 WAIVERS

         Neither Party shall be deemed to have waived any of its rights, power,
or remedies hereunder except in writing signed by an authorized agent or
representative of the Party to be charged. Either Party may, by an instrument in
writing, waive compliance by the other Party with any term or provision of this
Agreement on the part of the other Party to be performed or complied with. The
waiver by either Party of a breach of any term or provision of this Agreement
shall not be construed as a waiver of any subsequent breach.

SECTION 12.12 ENTIRE AGREEMENT; AMENDMENTS

         This Agreement constitutes the entire Agreement between the Parties and
supersedes all prior agreements, understandings, and arrangements, oral or
written, between the Parties with respect to the subject matter hereof. This
Agreement may not be modified or amended except by an instrument or instruments
in writing signed by the Party against whom enforcement of any such modification
or amendment is sought.

SECTION 12.13 COUNTERPARTS

         This Agreement may be executed and delivered by the Parties in
counterpart, each of which shall be deemed an original and both of which
together shall constitute one and the same instrument.

SECTION 12.14 DISPUTES

         (a) Duty to Notify. In the event of any dispute, controversy, or claim
arising out of or relating to this Agreement or the construction,
interpretation, performance, breach, termination, enforceability or validity
thereof (hereinafter, a "Dispute"), the Party raising such Dispute shall notify
the other promptly and no later than sixty (60) days from the date of its
discovery of the Dispute. In the case of a Dispute relating to account or
transaction statements or similar matter, the failure of a party to notify the
other party of such Dispute within sixty (60) days from the date of its receipt
shall result in such matter being deemed undisputed and accepted by the party
attempting to raise such Dispute.

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

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

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

SECTION 12.15 HEADINGS

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


                                      -9-




<PAGE>

SECTION 12.16 DRAFTING PRESUMPTION

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


                            SIGNATURE PAGE TO FOLLOW


                                      -10-




<PAGE>

         IN WITNESS WMEREOF, this Agreement is executed by the Parties'
authorized officers or representatives and shall be effective as or the date
first above written.


PROGRAM MANAGER                      METABANK, DBA META PAYMENT SYSTEMS

                                     By: /S/ RON BUTTERFIELD
By: /s/ Erik Jensen                      ------------------------------
    ---------------
Name: Erik Jensen                    Name: RON BUTTERFIELD
Title: President                          -----------------------------

                                     Title:  V.P.
                                          -----------------------------




                                      -11-