Exhibit 10.1

                             PREPAID CARD AGREEMENT

This PREPAID CARD AGREEMENT is effective as of the Effective Date (this
"Agreement"), and is between MasterCard International Incorporated, a Delaware
 ---------
corporation, with its principal offices at 2000 Purchase Street, Purchase, New
York 10577 ("MasterCard"), and Merchant Processing International, Inc. d/b/a
             ----------
Bank Freedom, a California corporation, with its principal offices at 2531 S.W.
Acacia St. #200, Newport Beach, California 92660, on behalf of itself and its
Affiliates (collectively, "Customer").
                           --------

                                  WITNESSETH:

WHEREAS, Customer offers Prepaid Cards to its customers;

     WHEREAS,  MasterCard and Customer desire to enter into an arrangement under
the Prepaid Cards will be issued as MasterCard Prepaid Cards as provided in this
Agreement.

NOW,  THEREFORE,  in  consideration  of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  agree  as  follow:

SECTION  1. INCENTIVES. In consideration of, and subject to, Customer's full and
timely  performance  of  its  Commitments  and  other  obligations  under  this
Agreement,  MasterCard  will provide the following incentives (the "Incentives")
                                                                    ----------
to  Customer  in  accordance  with  Section  4  below:

(a)     [*****]  Bonus. MasterCard will provide Customer with a [*****] bonus of
[*****]  (the  "[*****]  Bonus"),  which  shall  be  payable  [*****].
                       -------

(b)     [*****]  Support.  MasterCard will provide Customer with [*****] support
of  up  to  [*****]  (the  "[*****]  Support"),  for Customer to use for [*****]
                                     -------
expenses  incurred  by  Customer during the Term for [*****] expenses related to
the  [*****]  pursuant  to  this  Agreement. All of the [*****] Support shall be
spent  in  connection with [*****] services related to MasterCard Prepaid Cards,
or the [*****], or other [*****]. Customer shall provide MasterCard, at least on
a  calendar  quarterly  basis,  all  valid  and  bona  fide  [*****],  or  other
documentation that is satisfactory to MasterCard, for such [*****] expenses. The
[*****] Support shall be payable [*****]. To the extent that the entire value of
the [*****] Support is not used during the Term, any such unused [*****] Support
will be forfeited, and Customer shall refund to MasterCard such unused amount of
[*****]  Support.


                                   PPDC3Q0923
<PAGE>
(c)     [*****]  Support.  For  each Year, MasterCard will provide Customer with
[*****]  support  (the  "[*****] Support"), payable and calculated at the end of
                                --------
such  Year,  using  the  following  formula:

                                    [*****]

where "[*****]" represents the [*****], if any, generated during such Year.

(d)     [*****]  Rebate. During each Year, MasterCard will provide to Customer a
[*****]  of (A) [*****] for each [*****] assessed by MasterCard as [*****] (such
[*****], a "[*****]") during such Year and (B) [*****] for each [*****] assessed
by  MasterCard as [*****] (such [*****], an "[*****]") during such Year, in each
case,  calculated  at the end of the calendar month during which such [*****] or
[*****],  as  applicable,  occurred. Notwithstanding anything to the contrary in
this  Section  1(d), Customer shall pay, or caused to be paid to, MasterCard the
[*****]  in  accordance  with  the  Rules  for  all  [*****], including [*****].

     SECTION  2.  COMMITMENTS.  In  consideration  of MasterCard's obligation to
provide Incentives as provided in this Agreement, Customer agrees to observe the
following  commitments  (the  "Commitments"):
                               -----------

(a) Brand Commitment.

(i)     Customer  shall  [*****]  for  all  of  its  Prepaid  Card programs when
actively  soliciting prepaid card business from its customers, and cause [*****]
and  no  Prepaid  Card  issued prior to, or during, the Term shall [*****] or be
permitted  to  [*****],  or  to  be  [*****],  a  [*****],  unless:

(A)     (x)  the  [*****], (y) MasterCard has [*****] and (z) upon issuance (and
thereafter)  [*****];  or

(B)     (y)  Customer  is  [*****]

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                                   PPDC3Q0924
<PAGE>
[*****]  of  Customer  prepaid card program [*****]; provided that Customer does
not  [*****] for Customer's prepaid card program other than [*****] and (z) upon
issuance  (and  thereafter)  [*****].

Customer  shall  cause  [*****]  for each calendar quarter during the Term to be
[*****].  In  the event the [*****] for a calendar quarter during the Term, such
event shall be deemed a material breach of Customer of its obligations hereunder
[*****].

(ii)     Notwithstanding  anything  to the contrary contained in Section 2(a)(i)
above,  Customer  shall  cause  all  Prepaid Cards with the MasterCard brand for
[*****]  generated by such Prepaid Cards, to be [*****] for [*****] and cause to
be  maintained  as  such  during  the  Term.

(b)     NO  CONVERSION.  Customer  shall  cause  all  Prepaid Cards to remain as
MasterCard  Prepaid  Cards  and  not convert, and prevent the conversion of, any
MasterCard  Prepaid  Card  to  a  Competing  Card.

(c)     [*****] REQUIREMENT.

(i)     Customer  shall cause the [*****] during Year One through Year [*****]to
equal  to  at  least  [*****]  (the  "[*****]  Amount").  If, at the end of Year
                                             --------
[*****],  the  [*****]  during  Year  One  through Year [*****] is less than the
[*****]  Amount,  then  Customer  shall  [*****].

                                       3

                                   PPDC3Q0925
<PAGE>
Customer shall cause the cum[*****] during Year One through Year [*****]to equal
to  at  least  [*****]  (the  "[*****] Amount"). If, at the end of Year [*****],
                                      -------
[*****]  during  Year  One through Year [*****] is less than the [*****] Amount,
then  Customer  shall  [*****].

(iii)     If,  at  the  end of Year [*****], the [*****] during Year One through
Year  [*****]  is  equal  to or greater than the [*****] Amount, then MasterCard
shall  [*****].

(d) Acquired Institutions and Acquired Portfolios.

(i)     Except  as  otherwise set forth in this Agreement, in the event Customer
acquires  an  Acquired  Institution  or  Acquired  Portfolio  pursuant  to which
Customer  acquires  Cards  that  would be Prepaid Cards if offered or managed by
Customer  and  issued  by  the Qualified Issuer Institution, such Cards shall be
subject  to  the  terms and conditions contained herein upon the consummation of
such  Acquisition  Transaction and all such Cards that are Competing Cards shall
be  converted  to  MasterCard Prepaid Cards within [*****] of the closing of the
applicable  Acquisition  Transaction.

(ii)     In  the  event  Customer  acquires Cards that would be Prepaid Cards if
offered  or  managed  by Customer and that are subject to a benefit, support, or
incentive  arrangement  with  MasterCard,  such  Cards  and all transactions and
volume  associated  therewith  shall not be included in this Agreement and shall
continue  to  be  subject  to  such benefit, support or incentive arrangement in
accordance with its terms until the earlier of (y) such date otherwise agreed to
in  writing  by MasterCard and Customer and (z) the expiration or termination of
such  arrangement;  provided, however, even upon such expiration or termination,
such  Cards  and volume and transactions attributable to such Cards shall not be
included in the [*****] or the [*****], unless agreed to otherwise in writing by

                                       4

                                   PPDC3Q0926
<PAGE>
MasterCard  and  Customer.  MasterCard  and Customer shall discuss in good faith
mutually  agreeable  terms to include such Cards and all transactions and volume
associated  therewith  under  this  Agreement.

(iii)     Notwithstanding  anything  to  the contrary in this Agreement, for the
purposes  of calculating the [*****] Support payable to Customer with respect to
a  particular  Year ("Subject Year"), [*****] shall be subject to the following:
                      ------------

(A)     [*****]  generated  by  MasterCard prepaid cards that Customer has first
included  pursuant  to  Section  2(d)(ii)  of  this  Agreement  or  [*****],  as
applicable,  during  the  Subject  Year,  shall  be  [*****];

(B)     [*****]  generated  by  MasterCard  prepaid  cards that (y) Customer has
first  included  pursuant  to  Section 2(d)(ii) of this Agreement or [*****], as
applicable,  during  a  Year  preceding  the Subject Year, and (z) was generated
during  any  portion  of the applicable [*****] that occurs in the Subject Year,
shall  be  [*****];  and

(C)     [*****]  generated  by  MasterCard  prepaid  cards that (y) Customer has
first  included  pursuant  to  Section 2(d)(ii) of this Agreement or [*****], as
applicable,  during  a  Year  preceding  the Subject Year, and (z) was generated
during  any portion of the applicable [*****] that occurs in such Year preceding
the  Subject  Year,  shall  be  [*****].


(e)     BIN.  Unless  otherwise  agreed  to by MasterCard and Customer, Customer
shall,  upon  request by MasterCard, cause the Qualified Issuer Institution: (i)
on  or  prior  to  the  date  of issuance of any MasterCard Prepaid Cards by the
Qualified  Issuer  Institution,  to  obtain  a  separate  BIN for the MasterCard
Prepaid  Cards it issues and (ii) to maintain such separate BIN until the end of
the  Term.

(f)     Issuer Prepaid Card Arrangements and MSP Status.

(i)     Customer,  on  or  prior to the Effective Date, shall have entered into,
and  shall maintain at all times during the Term, a valid and enforceable Issuer
Prepaid  Card Arrangement with the Qualified Issuer Institution for the issuance
of  Prepaid  Cards.  Customer  shall cause all prepaid cards offered, managed or

                                       5

                                   PPDC3Q0927
<PAGE>
otherwise  provided  by  Customer  during  the  Term  to  be  [*****].

(ii)     Customer  is  a  registered  MSP  as  of  the  Effective Date and shall
continue to be a registered MSP in good standing during the Term. Customer shall
not  qualify  for  any  Incentives  unless  Customer is a registered MSP in good
standing.

(g)     AGREEMENTS  RESPECTING COMPETING BRANDS. During the Term, Customer shall
not,  and  shall  cause each Qualified Issuer Institution to not, enter into any
agreement  or  arrangement that will have the effect, directly or indirectly, of
marketing,  promoting, publicizing or facilitating the acquisition or use of any
Prepaid  Card  issued under, or in association with, a Competing Brand, [*****].

(h)     USE  OF  INCENTIVES.  Incentives  may  not  be used to promote Competing
Brands  or  Competing  Card  programs.  Incentives  may  be used only to promote
MasterCard  Prepaid  Card  programs.

(i)     EXPANSION  OF  PORTFOLIO. Customer shall use its commercially reasonable
efforts  to  expand  the  number  of  Prepaid  Cards in, and gross dollar volume
generated  by,  its  MasterCard  Prepaid  Card  portfolios.

SECTION  3.  MASTERCARD  RULES.  Customer  shall abide by all present and future
Rules  and this Agreement supplements (and does not limit or replace) Customer's
obligations,  or  MasterCard's  rights  or  remedies,  under  the  Rules.

     SECTION  4.  PAYMENT.  Customer shall submit written requests to MasterCard
for payments of Incentives no earlier than the fifth day following the date such
funds  are  payable by MasterCard pursuant to Section 1 above, and no later than
sixty  (60)  days  after  such date. MasterCard will pay Incentives within sixty
(60)  days  of  receiving  Customer's  validated  request  for  such Incentives.
MasterCard  may  withhold  or  condition  any  payment, waiver, rebate, or other
provision  of  Incentives  on  Customer's  providing validation (satisfactory to
MasterCard),  including  reports  and information described in Section 5 of this
Agreement,  supporting  the  request  for same. Except as otherwise set forth in
this  Agreement, any Incentives payments owed by MasterCard to Customer shall be
made  via  the MasterCard Consolidated Billing System ("MCBS") or by other means
                                                        ----
as  determined  by  MasterCard  in  its  sole  discretion.  MasterCard  may,  at
MasterCard's option, recover any amount owing from Customer under this Agreement
by  debiting  Customer's  MCBS account. Notwithstanding anything to the contrary
set  forth  herein,  Incentive  amounts  payable  under  this Agreement shall be
reduced  by  the  amount of any other payment received by or due to Customer (i)
under  any  benefit,  support,  or  incentive arrangement between MasterCard and
Customer  or  a  Qualified  Issuer  Institution,  other  than this Agreement, in
connection with Prepaid Cards or (ii) as successor to an Acquired Institution or
Acquired Portfolio, under any benefit, support, or incentive arrangement between
MasterCard

                                       6

                                   PPDC3Q0928
<PAGE>
and  such  Acquired  Institution  or  its  Affiliates  or the transferor of such
Acquired  Portfolio  in  connection  with  Prepaid  Cards.

SECTION  5.  REPORTING.  In  addition to any reporting required under the Rules,
Customer  shall provide such reports and information as MasterCard may from time
to  time  reasonably  request  to  determine  whether  Customer  is  meeting its
Commitments  or  other  obligations  under  this  Agreement,  including, but not
limited  to, written certifications by senior officers of Customer and Qualified
Issuer  Institution.

SECTION  6.  CONTINUED OBSERVANCE. To the extent that, during the Term, Customer
in  any  way  sells, transfers or divests itself, in whole or in part, of one or
more  Affiliates  or  Cards  that  would  have been subject to the terms of this
Agreement  had  no  such  sale, transfer or divestiture occurred, Customer shall
cause  the continued observance by the entity acquiring such Affiliates or Cards
of  the  terms  of this Agreement relating to such Affiliates or Cards following
such  sale,  transfer  or  divestiture.

SECTION 7. CONFIDENTIALITY.

     (a)     During the Term and for five (5) years thereafter, unless otherwise
provided  under  the  Rules or required by applicable law, each party will treat
all  information  relating  to  this Agreement (other than the existence of this
Agreement),  and  all  terms  and  conditions of this Agreement as confidential,
shall disclose such information only to those individuals with a reasonable need
to know within its organizations (provided such individuals agree to be bound by
the  confidentiality  obligations  herein),  and  shall  not  disclose  any such
information  to third parties, without the other party's prior written approval,
except  that either party may disclose same to its auditors, regulators, outside
board  members  and  outside  counsel  provided such persons are advised of, and
observe  the obligations of this Section 7. The parties acknowledge that, in the
event  of a breach of this Section 7, the non-breaching party will likely suffer
irreparable  damage  that  cannot  be  fully  remedied  by  monetary  damages.
Accordingly, in addition to any remedy which the non-breaching party may possess
pursuant  to  applicable  law, the non-breaching party retains the right to seek
and  obtain  injunctive relief against any such breach in any court of competent
jurisdiction.  The provisions of this Section 7 shall survive the termination of
this  Agreement.

     (b)  Notwithstanding  the foregoing in Section 7(a), if Customer intends to
(i)  file  this  Agreement  as an exhibit to any report or other filing with the
Securities  and  Exchange  Commission  (the  "SEC"), Customer shall consult with
MasterCard  the portions of the Agreement to be redacted and Customer shall only
file  with  the SEC the Agreement with redacted terms as mutually agreed upon by
Customer  and  MasterCard or (ii) disclose any portion of this Agreement as part
of  any  filing  with the SEC or any governmental entity, Customer shall consult
with  MasterCard the exact disclosure to be included in such filing and Customer
shall  only  disclose  such  language  as  mutually  agreed upon by Customer and
MasterCard;  provided,  however, if the SEC requires that Customer discloses the
terms  of this Agreement to which Customer and MasterCard did not mutually agree
to  be  disclosed,  then  (A)  Customer shall notify MasterCard of SEC's request
thereof  and  (B)  Customer  shall  file  with  the  Secretary  of  the  SEC


                                       7

                                   PPDC3Q0929
<PAGE>
an  application  requesting  confidential  treatment  of  such  portions  of the
Agreement  to  the  extent  permitted  pursuant  to Rule 24b-2 of the Securities
Exchange  Act  of  1934,  as  amended,  prior  to  such  disclosure.


SECTION  8.  TERM.  The term of this Agreement ("Term") shall commence as of the
                                                 ----
Effective  Date  and  shall  end  upon  the  conclusion  of  [*****].

SECTION  9.  NOTICES. All notices relating to this Agreement, must be in writing
and  will  be  deemed  given  upon  hand  delivery or upon receipt if sent by an
overnight  courier  delivery  service  of  general commercial use and acceptance
(including, without limitation, DHL, FedEx or UPS) to the following addresses or
such  other  address  as  may be later designated by notice given by such party:

     IF TO CUSTOMER:       Merchant Processing International, Inc.
                           2531 S.W. Acacia St. #200
                           Newport Beach, California 92660
                           Attention: Bruce Berman, CEO

with a copy to the office of the general counsel at the same address.

     IF TO MASTERCARD:     MasterCard International Incorporated
                           2000 Purchase Street
                           Purchase, New York 10577
                           Attention:  Chris McWilton, President, U.S. Markets

with a copy to the office of the general counsel at the same address.

     SECTION 10. EXECUTION AUTHORITY. MasterCard and Customer each represent and
warrant  that  it  has all necessary corporate power and authority to enter into
this Agreement and, when executed and delivered, this Agreement shall be each of
Customer's  and  MasterCard's  respective  legal,  valid  and binding obligation
enforceable  in  accordance  with  its terms. Merchant Processing International,
Inc.  represents  and  warrants  to  MasterCard  that  Merchant  Processing
International,  Inc.  has  all  corporate authority and power to bind all of its
Affiliates  of  the  obligations  set  forth  in  this  Agreement.

     SECTION 11. REMEDIES. Except as set forth in [*****] of this Agreement, the
remedies  for  breach  stated  herein  are  non-exclusive.  In addition to these
remedies,  the  parties shall be entitled to pursue any other remedies that they
may  have  at  law  or  in  equity.

     SECTION 12. MISCELLANEOUS. A failure or delay of either party to enforce
any provision of or exercise any right under this Agreement shall not be
construed to be a waiver. No waiver by a party shall be effective unless
expressly made in writing. If any provision of this Agreement is held by a court
of competent jurisdiction to be unenforceable or invalid in any

                                       8

                                   PPDC3Q0930
<PAGE>
respect,  such  unenforceability  or  invalidity  shall  not  affect  any  other
provision  of  this  Agreement, and this Agreement shall then be construed as if
such  unenforceable  or  invalid  provisions  had  never  been  a  part  of this
Agreement.  The captions in this Agreement are included for convenience only and
shall not affect the meaning or interpretation of this Agreement. This Agreement
shall  be  binding  upon each party's respective successors and assigns and each
party shall cause such successor and assignee to be so bound; provided, however,
that  Customer shall not have the right to assign or transfer to any third party
(including  without  limitation,  by  way  of  sale of any Cards subject to this
Agreement,  by  voluntary  or  involuntary  transfer,  by  operation  of  law or
otherwise),  nor  shall  any  successor  to  Customer  have  or  receive  any of
Customer's rights against MasterCard, or the benefits of this Agreement, without
first  obtaining  the prior written consent of MasterCard. If any party acquires
any  interest  in  this  Agreement  or  the subject matter hereof in any manner,
whether  by  a  change  of  Control,  by  acquiring  any  Cards  subject to this
Agreement,  by  voluntary  or  involuntary  transfer,  by  operation  of  law or
otherwise,  such  interest  shall  be  held  subject to all of the terms of this
Agreement  and  by  taking  or  holding  such  interest,  such  party  shall  be
conclusively  deemed  to  have agreed to be bound by, and to comply with, all of
the  terms  and  obligations of this Agreement; provided, that, unless otherwise
consented  to  in  writing by MasterCard, in the event of a change of Control of
Customer,  MasterCard  shall not be obligated to provide any Incentives or other
benefits  under  this  Agreement  and the successor shall have no rights against
MasterCard  with  respect to this Agreement. This Agreement evidences the entire
agreement  and understanding between MasterCard and Customer with respect to the
transactions  contemplated by this Agreement and supersedes all prior agreements
between  the parties with respect to such transactions. This Agreement shall not
be  amended  or modified in any respect except in writing, duly executed by both
MasterCard  and  Customer.  This  Agreement  and  the  respective  rights  and
obligations  of the parties hereto shall be governed by the laws of the State of
placeStateNew  York  without  reference  to  its  conflict-of-laws  or  similar
provisions  that  would  mandate or permit application of the substantive law of
any  other  jurisdiction.  The state and federal courts located in placeStateNew
York  shall  have  exclusive  jurisdiction over any and all disputes relating to
this Agreement. This Agreement may be executed in one or more counterparts, each
of which, taken together, shall constitute but one original document. As used in
this  Agreement,  the terms defined in Exhibit A shall have the meaning assigned
                                       ---------
to  them  in  Exhibit  A.
              ----------

                            [Signature page follows]






                                       9

                                   PPDC3Q0931
<PAGE>
     EXECUTED as of the latest date written below.

MERCHANT PROCESSING INTERNATIONAL, INC.
D/B/A BANK FREEDOM


By:  \s\ Bruce Berman
     ----------------
     Name     Bruce Berman
     Title:   CEO
     Date:    6/29/2009


MASTERCARD INTERNATIONAL INCORPORATED


By:  \s\Chris McWilton
     -----------------
     Name     Chris McWilton
     Title:   Pres - U.S. Markets
     Date:    7/02/2009














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                                   PPDC3Q0932