Exhibit 10.5


    

      


      Exhibit
        10.5

       

      STORED
        VALUE CARD PROCESSING AGREEMENT

       

      This
        Stored Value Card Processing Agreement is made as of the 14th
        day of
        June, 2006 (the “Effective Date”), by and between Morgan
        Beaumont, Inc.,
        a
        Florida corporation ("Customer"), and Metavante
        Corporation,
        a
        Wisconsin corporation ("Metavante"). 

       

      Customer
        desires Metavante to provide to Customer the services set forth in this
        Agreement and Metavante desires to provide such services to Customer, all
        as
        provided in this Agreement.

       

      THEREFORE,
        in consideration of the payments to be made and services to be performed
        hereunder, upon the terms and subject to the conditions set forth in this
        Agreement and intending to be legally bound, the parties hereto agree as
        follows:

       

      Metavante
        shall provide to Customer and Customer shall receive from Metavante, all
        upon
        the terms and conditions set forth in this Agreement, the Services specified
        in
        this Agreement. The term of this Agreement shall commence on the Effective
        Date
        and end on the
        thirty-sixth (36th)
        month
        anniversary of the last day of the month in which the Commencement Date occurs
        (the “Initial Term”). The parties also agree to use their best efforts to
        perform the Implementation(s) such that the Commencement Date occurs on or
        before August 7, 2006. 

       

      As
        of the
        Effective Date, the parties acknowledge that this Agreement includes the
        following Schedules: 

      


      
        	 
	
                Termination
                  Fee Schedule

              
	 
	
                Services
                  and Charges Schedule

              
	 
	 
	 


      

       

      As
        of the
        Effective Date, the parties acknowledge that this Agreement includes Exhibit
        A
        attached hereto.

       

      As
        of the
        Effective Date, the parties acknowledge that Services will be provided for
        Customer and the following Affiliates of Customer: ___none__.

       

      The
        general terms and conditions and all schedules and exhibits attached hereto
        are
        incorporated herein and deemed part of this Agreement.

       

      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed on
        their
        behalf as of the date first above written.

       

      


      
        	
                METAVANTE
                  CORPORATION

                4900
                  W. Brown Deer Road

                Brown
                  Deer, WI 53223

                 

                By: /s/
                  Frank
                  G. D’Angelo

                Name: Frank
                  G. D’Angelo

                Title: President
                  and Chief Operating Officer

                Payment
                  Solutions Group

                 

                By: /s/
                  Jeffrey A. Lewis

                Name: Jeffrey
                  A. Lewis

                Title: Senior
                  Vice President, Issuing Solutions

              	
                MORGAN
                  BEAUMONT, INC.

                6015
                  31st
                  Street East

                Bradenton,
                  FL 34203

                 

                By: /s/
                  Erik Jensen

                Name: Erik
                  Jensen

                Title: President

                 

                 

                By: 

                Name: 

                Title: 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      TERMS
        AND CONDITIONS

       

      	1.  	
              CONSTRUCTION

            


       

       

      1.1.  Definitions.
        Capitalized terms shall have the meaning ascribed to them in Section 18 of
        this
        Agreement.

       

      1.2.  References.
        In this
        Agreement, references and mention of the word "includes" and "including"
        shall
        mean "includes, without limitation" and "including, without limitation,"
        as
        applicable, and the word “any” shall mean “any or all”. Headings in this
        Agreement are for reference purposes only and shall not affect the
        interpretation or meaning of this Agreement. 

       

       

      1.3.  Interpretation.
        In the
        event of a conflict between the general terms and conditions and the terms
        of
        any exhibits and schedules attached hereto, the terms of the schedules and
        exhibits shall prevail and control the interpretation of the Agreement with
        respect to the subject matter of the applicable schedules and/or exhibits.
        The
        exhibits and schedules together with the general terms and conditions shall
        be
        interpreted as a single document. This Agreement may be executed simultaneously
        in any number of counterparts, each of which shall be deemed an original
        but all
        of which together constitute one and the same agreement.

       

      	2.  	
              TERM

            


       

      Unless
        this Agreement has been earlier terminated as provided herein, this Agreement
        shall continue for the Initial Term and shall be automatically renewed for
        additional twelve-month periods (each, a "Renewal Term") unless either party
        shall provide the other party with written notice of termination at least
        ninety
        (90) days prior to the expiration date for the Initial Term or Renewal Term,
        as
        applicable. Unless otherwise provided in the Services and Charges Schedules
        hereto, or as otherwise agreed in writing by the parties, the charges for
        Services provided by Metavante to Customer during any such Renewal Term shall
        be
        calculated in accordance with Metavante's then-current rates. 

       

      	3.  	
              IMPLEMENTATION

            


       

      3.1.  Development
        of Implementation Plan.
        Metavante, in consultation with Customer, will develop a detailed, customized
        plan for the Implementation (the "Implementation Plan"). The Implementation
        Plan
        will include: (i) a description of the tasks to be performed for the
        Implementation; (ii) allocation of responsibility for each of such tasks;
        and
        (iii) the schedule on which each task is to be performed. The Implementation
        project leaders for each party shall regularly communicate on the progress
        of
        the Implementation, the feasibility of the Implementation Dates specified
        in the
        Implementation Plan, and such other matters which may affect the smooth
        transition of the Services. Customer agrees to maintain an adequate staff
        of
        persons who are knowledgeable about the banking, data processing and information
        technology systems currently used by Customer. Customer further agrees to
        provide such services and to perform such obligations as are specified as
        Customer's responsibility in the Implementation Plan and as necessary for
        Customer to timely and adequately meet the scheduled dates set forth therein.
        Each party shall cooperate fully with all reasonable requests of the other
        party
        made necessary to effect the Implementation in a timely and efficient manner.
        The Implementation Plan may be amended by mutual agreement of the parties.
        

       

      3.2.  Implementation
        Resources.
        Metavante and Customer will provide a team of qualified individuals to assist
        in
        the Implementation effort. The anticipated team and description of their
        responsibilities is set forth in the Implementation Plan. 

       

      	4.  	
              SERVICES

            


       

      A. General.
        Subject
        to the terms of this Agreement, Metavante agrees to provide the services
        set
        forth in the Services and Charges Schedule attached hereto (the “Services”) for
        Customer, provided that (a) Customer contracts with a financial institution(s)
        approved by Metavante to serve as the issuer of Customer’s Stored Value Cards
        (each, an “Issuer”), and (b) the Issuer executes the Agreement attached hereto
        as Exhibit A. 

       

       

      B. Card
        Production Services.
        Delivery of cards will be deemed complete with respect to any order upon
        Metavante’s delivery of the supply of cards to either the United States Post
        Office, a common carrier or courier, or Customer’s designated employee or agent.
        Following delivery of the cards in accordance with the foregoing, the card
        production services with respect to such order shall be completed, and Metavante
        shall have no further responsibility whatsoever for any use, abuse, loss,
        damage, alteration, or theft of cards following delivery. Metavante shall
        be
        responsible to produce cards in conformance with applicable network standards
        and for the proper preparation of mailers (e.g., sealing and addressing).
        Customer shall notify Metavante in writing of any alleged breach of the
        foregoing by Metavante. Metavante’s sole responsibility, and Customer’s sole
        remedy, shall be to provide, at Metavante’s expense, a conforming replacement
        card to the appropriate cardholder(s). 

       

       

      C. Verification
        and Notice.
        Customer shall notify Metavante of any data entry errors, including any
        unauthorized transactions, new accounts, new files, or unauthorized amounts,
        within thirty (30) days of the date of the applicable Metavante report.
        Customer’s failure to notify Metavante of errors or discrepancies within such
        thirty (30) -day period shall constitute Customer’s agreement that it has
        reviewed and approved the content of each such report using proper internal
        control review procedures. Metavante does not guarantee that the Services
        will
        be one hundred percent (100%) error-free or that the variables and options
        selected and approved by Customer will produce a result, which is problem-free
        and otherwise meets the expectations of Customer. The only responsibility
        Metavante shall have with regard to (i) data entry errors and other similar
        human errors which occur in the usual course of business and (ii) unsatisfactory
        data processing results caused by options and variables selected or approved
        by
        Customer is, respectively, to correct such errors as they are discovered
        and to
        assist Customer in revising data processing options and variables to achieve
        a
        satisfactory result. 

       

       

      D. Settlement.
        Metavante will settle all Stored Value Card transactions directly with the
        Issuer. Notwithstanding that Metavante will settle all Stored Value Card
        transactions with the Issuer, Customer shall be responsible to Metavante
        for the
        full amount of any Stored Value Card transactions processed by Metavante
        and
        shall, upon Metavante’s invoice therefore, reimburse Metavante for such amounts
        in the event that Metavante is unable to settle the transactions with the
        Issuer
        for any reason.

      


      E.
        Visa/MasterCard/Discover/Network
        Requirements.

      


      (i)
        Customer shall comply with the articles, bylaws, operating regulations, rules,
        procedures and policies of Visa, MasterCard, Discover Network and/or other
        Networks, as applicable, and shall be solely responsible, as between Customer
        and Metavante, for any claims, liabilities, lawsuits and expenses arising
        out of
        or caused by Customer’s failure to comply with the same. 

      (ii)
        Customer acknowledges and agrees that, because Metavante is Customer's
        processor, Metavante may receive certain services from MasterCard, Visa,
        Discover Network and/or other Networks that Customer could receive directly
        in
        the event Customer performed the processing services for itself. Customer
        agrees
        that Metavante may pass-through to Customer any fees charged to Metavante
        for
        such services, and that Metavante has no responsibility or liability to Customer
        for any such services. 

      (iii)
        Prior to the transfer of the Services to Customer or its designee upon the
        Effective Date of Termination, Customer shall take all actions required by
        the
        applicable Network to effect the transfer. In addition to the charges specified
        on the Services and Charges Schedule, Customer shall be responsible for all
        interchange and network provider fees; and all dues, fees, fines, and
        assessments established by and owed by Customer to any Network.

       

      	5.  	
              FEES

            


       

      5.1.  Services
        and Charges Schedule. 
        The fees
        for the Initial Services are set forth in the attached Services and Charges
        Schedule. Customer agrees to pay Metavante the fees specified in the Services
        and Charges Schedule for such services. Fees for New Services shall be as
        set
        forth in Metavante's then current standard pricing or, if applicable, the
        fees
        mutually agreed upon by the parties.

       

      5.2.  Implementation.
        Customer agrees to pay Metavante the fees relating to the Implementation
        on the
        terms and conditions set forth on the Services and Charges Schedule. In
        addition, Customer agrees to reimburse Metavante (i) for all Expenses reasonably
        incurred in connection with the Implementation; (ii) for Implementation of
        accounts or products not identified in the Implementation Plan as of the
        Effective Date; and (iii) for Metavante personnel or any independent contractors
        who perform services which are identified as the responsibility of the Customer
        in the Implementation Plan; and (iv) for Implementation related charges which
        may arise after the Implementation.

       

      5.3.  Excluded
        Costs.
        The
        fees set forth in the Services and Charges Schedule do not include Expenses,
        late fees or charges, or Taxes, all of which shall be the responsibility
        of
        Customer. In addition to the charges specified on the Services and Charges
        Schedule, Customer shall be responsible for all interchange and network provider
        fees.

       

      5.4.  Disputed
        Amounts.
        If
        Customer disputes any charge or amount on any invoice and such dispute cannot
        be
        resolved promptly through good faith discussions between the parties, Customer
        shall pay the amounts due under this Agreement less the disputed amount,
        and the
        parties shall diligently proceed to resolve such disputed amount. An amount
        will
        be considered disputed in good faith if (i) Customer delivers a written
        statement to Metavante on or before the due date of the invoice, describing
        in
        detail the basis of the dispute and the amount being withheld by Customer,
        (ii)
        such written statement represents that the amount in dispute has been determined
        after due investigation of the facts and that such disputed amount has been
        determined in good faith, and (iii) all other amounts due from Customer that
        are
        not in dispute have been paid in accordance with the terms of this
        Agreement.

       

      5.5.  Terms
        of Payment.
        Any and
        all amounts payable under this Agreement shall be due thirty (30) days following
        the date of invoice, unless otherwise provided in the Services and Charges
        Schedule. Undisputed charges not paid by the applicable due date shall be
        subject to annual interest at the rate of 12% or the highest rate permitted
        by
        law, whichever is lower. Customer shall also pay any collection fees, court
        costs, reasonable attorneys’ fees, and other fees, costs, and charges incurred
        by Metavante in collecting payment of the charges and any other amounts for
        which Customer is liable under the terms and conditions of this Agreement.
        Customer agrees to maintain a depository account with a financial institution
        reasonably acceptable to Metavante for the payment of amounts payable hereunder,
        and hereby authorizes Metavante to initiate debit entries to such account
        for
        the payment of amounts payable hereunder. Customer agrees to provide Metavante
        with any and all information necessary for Metavante to initiate such debit
        entries via the Automated Clearing House (ACH) system.

       

      5.6.  Modification
        of Terms and Pricing.
        Charges
        for all Services shall be subject to adjustments which shall not exceed,
        in
        aggregate effect, the greater of (i) an annual rate of five percent (5%),
        or
        (ii) the change to the Employment Cost Index over the applicable
        period.

       

      5.7.  Training
        and Education.

       

      A.  Metavante
        shall provide training in accordance with the training schedule developed
        pursuant to the Implementation Plan. The sessions shall be held at a Metavante
        datacenter location to be determined by Metavante. Customer shall be responsible
        for all Expenses incurred by the participants and Metavante's trainers in
        connection with such education and training.

       

      B.  Metavante
        will provide to Customer, at no charge, one set of each of the Documentation.
        When the Documentation is updated, Metavante will provide the updates to
        Customer at no additional charge. Additional sets of the Documentation may
        be
        purchased by Customer at Metavante's then current price list. Customer may
        not
        modify, reproduce, or distribute the Documentation without the express consent
        of Metavante.

       

      	6.  	
              PERFORMANCE
                WARRANTY/EXCLUSIVE REMEDY/DISCLAIMER OF ALL OTHER
                WARRANTIES 

            


       

      6.1.  Performance
        Warranty. 
        Metavante warrants that it will provide the Services in a commercially
        reasonable manner in substantial conformity with the Documentation (the
“Performance Warranty”).  THIS PERFORMANCE WARRANTY IS SUBJECT TO THE
        WARRANTY EXCLUSIONS SET FORTH BELOW IN SECTION 6.2.

       

      6.2.  Performance
        Warranty Exclusions. 
        Except
        as may be expressly agreed in writing by Metavante, Metavante’s Performance
        Warranty does not apply to:

       

      A.
          defects,
        problems, or failures caused by the Customer’s nonperformance of obligations
        essential to Metavante’s performance of its obligations; and/or

       

      	B.
                	
              defects,
                problems, or failures caused by an event of force
                majeure.

            


       

      6.3.  DISCLAIMER
        OF ALL OTHER WARRANTIES. 
        THIS
        PERFORMANCE WARRANTY, AND THE WARRANTIES IN ARTICLE 12
        HEREOF,
        ARE IN LIEU OF, AND METAVANTE DISCLAIMS ANY AND ALL OTHER WARRANTIES,
        CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH
        RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT
        LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
        OR
        SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT METAVANTE KNOWS, HAS REASON TO
        KNOW,
        HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER
        ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY
        COURSE
        OF DEALING. IN ADDITION, METAVANTE DISCLAIMS ANY WARRANTY OR REPRESENTATION
        TO
        ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE SERVICES PROVIDED UNDER
        THIS
        AGREEMENT.

       

      	7.  	
              MODIFICATION
                OR PARTIAL TERMINATION 

            


       

      7.1.  Modifications
        to Services. 
        Metavante may relocate, modify, amend, enhance, update, or provide an
        appropriate replacement for the software used to provide the Services, or
        any
        element of its systems or processes at any time or withdraw, modify or amend
        any
        function of the Services, provided that the functionality of the Services
        is not
        materially adversely affected.

       

      7.2.  Partial
        Termination by Metavante. 
        Except
        as may be provided in any Schedule, Metavante may, at any time, withdraw
        any of
        the Services upon providing ninety (90) days' prior written notice to Customer,
        provided that Metavante withdraws such Service(s) from its entire customer
        base.
        Metavante may also terminate any function or any Services immediately upon
        any
        final regulatory, legislative, or judicial determination that providing such
        function or Services is inconsistent with applicable law or regulation or
        the
        rights of any Third Party. If Metavante terminates any Service, Metavante
        agrees
        to assist Customer, without additional charge, in identifying an alternate
        provider of such terminated Service.

       

      7.3.  Partial
        Termination by Customer. 
        Customer
        agrees that, during the Term, Customer shall obtain exclusively from Metavante
        all of its requirements covered by the Services. If Customer breaches the
        foregoing covenant, the same shall constitute a partial termination of this
        Agreement and Customer shall pay Metavante the Termination Fee for the affected
        Service, as liquidated damages and not as a penalty.

       

      	8.  	
              TERMINATION/DEFAULT

            


       

      8.1.  Early
        Termination. 
        The
        terms and conditions set forth on the Termination Fee Schedule of the Agreement
        shall govern the early termination of this Agreement (or any
        Service).

       

      8.2.  For
        Cause.  If
        either
        party fails to perform any of its material obligations under this Agreement
        (a
“Default”) and does not cure such Default in accordance with this Section, then
        the non-defaulting party may, by giving notice to the other party, terminate
        this Agreement as of the date specified in such notice of termination, or
        such
        later date agreed to by the parties, and/or recover Damages. A party may
        terminate the Agreement in accordance with the foregoing if such party provides
        written notice to the defaulting party and either (a) the defaulting party
        does
        not cure the Default within thirty (30) days of the defaulting party’s receipt
        of notice of the Default, if the Default is capable of cure within thirty
        (30)
        days, or (b) if the Default is not capable of cure within thirty (30) days,
        the
        defaulting party does not both (i) implement a plan to cure the Default within
        thirty (30) days of receipt of notice of the Default, and (ii) diligently
        carry-out the plan in accordance with its terms. The parties acknowledge
        and
        agree that a failure to pay any amount when due hereunder shall be a Default
        that is capable of being cured within thirty (30) days. The parties acknowledge
        and agree that any error in processing data, preparation or filing of a report,
        form, or file, or the failure to perform Services as required hereunder shall
        be
        satisfactorily cured upon the completion of accurate re-processing, the
        preparation or filing of the accurate report, form, or file, or the
        re-performance of the Services in accordance with applicable requirements,
        respectively.

       

      8.3.  For
        Insolvency. 
        In
        addition to the termination rights set forth in Sections 8.1
        and
8.2,
        subject
        to the provisions of Title 11, United States Code, if either party becomes
        or is
        declared insolvent or bankrupt, is the subject to any proceedings relating
        to
        its liquidation, insolvency or for the appointment of a receiver or similar
        officer for it, makes an assignment for the benefit of all or substantially
        all
        of its creditors, or enters into an agreement for the composition, extension,
        or
        readjustment of all or substantially all of its obligations, or is subject
        to
        regulatory sanction by any Federal Regulator, then the other party may, by
        giving written notice to such party, may terminate this Agreement as of a
        date
        specified in such notice of termination; provided that the foregoing shall
        not
        apply with respect to any involuntary petition in bankruptcy filed against
        a
        party unless such petition is not dismissed within sixty (60) days of such
        filing.

       

      	9.  	
              POST
                TERMINATION RIGHTS AND
                RESPONSIBILITIES

            


       

      9.1.  Termination
        Assistance.
        Following the expiration or early termination of this Schedule, Metavante
        shall
        provide Customer, at Customer's expense, all necessary assistance to facilitate
        the orderly transition of Services to Customer or its designee ("Termination
        Assistance"). As part of the Termination Assistance, Metavante shall assist
        Customer to develop a plan for the transition of all Services then being
        performed by Metavante under this Schedule, from Metavante to Customer or
        its
        designee, on a reasonable schedule developed jointly by Metavante and Customer.
        Prior to providing any Termination Assistance, Metavante shall deliver to
        Customer a good faith estimate of all such Expenses and charges including
        charges for custom programming services. Customer understands and agrees
        that
        all Expenses and charges for Termination Assistance shall be computed in
        accordance with Metavante's then current standard prices for such products,
        materials and services. Nothing contained herein shall obligate Customer
        to
        receive Termination Assistance from Metavante. 

       

      9.2.  Continuation
        of Services.
        Unless
        Metavante terminates this Schedule for Customer's default, upon at least
        ninety
        (90) days' prior written request by Customer, Metavante shall continue to
        provide Customer all Services and the Effective Date of Termination shall
        be
        extended for a maximum period of twelve (12) months. If Customer elects to
        receive the Services for such period, Metavante's then current standard pricing
        shall continue to apply to the provision and receipt of such Services.


       

      9.3.  Trailing
        Activity.
        For at
        least 120 days following the Effective Date of Termination, Customer shall
        maintain a settlement account with Metavante or the depository institution
        designated by Metavante which Metavante may charge to settle any trailing
        activity which accrues prior to the Effective Date of Termination, and which
        is
        not known to Metavante until sometime thereafter (including any Chargeback
        of a
        Transaction which is authorized prior to the Effective Date of Termination).
        Customer shall pay to Metavante fees at Metavante’s then current standard rates
        to settle such trailing activity. Any form of termination notwithstanding,
        to
        protect the reputations of Customer and Metavante, the reasons for termination
        shall remain absolutely confidential outside of Customer’s and Metavante’s
        internal personnel, except for reporting that may be required under federal
        law.


       

      	10.  	
              LIMITATION
                OF LIABILITY/MAXIMUM DAMAGES ALLOWED 

            


       

      10.1.  Equitable
        Relief. 
        Either
        party may seek equitable remedies, including injunctive relief, for a breach
        of
        the other party’s obligations under Article 13 of this Agreement.

       

      10.2.  Exclusion
        of Incidental and Consequential Damages. 
        Independent of, severable from, and to be enforced independently of any other
        provision of this Agreement, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY
        (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) IN
        CONTRACT, TORT, (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR INCIDENTAL,
        CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND--including
        lost profits, loss of business, or other economic damage, and further including
        injury to property, AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF
        THIS
        AGREEMENT, INCLUDING ANY FAILURE OF PERFORMANCE, REGARDLESS OF WHETHER THE
        PARTY
        LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT
        KNEW OF THE POSSIBILITY THEREOF.

       

      10.3.  Maximum
        Damages Allowed. 
        Notwithstanding any other provision of this Agreement, and for any reason,
        including breach of any duty imposed by this Agreement or independent of
        this
        Agreement, and regardless of any claim in contract, tort (including negligence)
        or otherwise, Metavante's total, aggregate liability under this Agreement
        shall
        in no circumstance exceed payments made to Metavante by Customer for the
        Service
        to which the claim relates during the three (3) months prior to the act or
        event
        giving rise to such claim.

       

      10.4.  Statute
        of Limitations. 
        No
        lawsuit or other action may be brought by either party hereto, or on any
        claim
        or controversy based upon or arising in any way out of this Agreement, after
        one
        (1) year from the date on which the cause of action arose regardless of the
        nature of the claim or form of action, whether in contract, tort (including
        negligence) or otherwise; provided, however, the foregoing limitation shall
        not
        apply to the collection of any amounts due Metavante under this
        Agreement.

       

      10.5.  Tort
        Claim Waiver. 
        In
        addition to and not in limitation of any other provision of this Article
        11,
        each party hereby knowingly, voluntarily, and intentionally waives any right
        to
        recover from the other party, and Customer waives any right to recover from
        any
        Eligible Provider, any economic losses or damages in any action brought under
        tort theories, including, misrepresentation, negligence and/or strict liability
        and/or relating to the quality or performance of any products or services
        provided by Metavante. For purposes of this waiver, economic losses and damages
        include monetary losses or damages caused by a defective product or service
        except personal injury or damage to other tangible property. Even if remedies
        provided under this Agreement shall be deemed to have failed of their essential
        purpose, neither party shall have any liability to the other party under
        tort
        theories for economic losses or damages.

       

      10.6.  Liquidated
        Damages. 
        Customer
        acknowledges that Metavante shall suffer a material adverse impact on its
        business if this Agreement is terminated prior to expiration of the Term,
        and
        that the resulting damages may not be susceptible of precise determination.
        Customer acknowledges that the Termination Fee is a reasonable approximation
        of
        such damages and shall be deemed to be liquidated damages and not a
        penalty.

       

      10.7.  Essential
        Elements. 
        Customer
        and Metavante acknowledge and agree that the limitations contained in this
        Article 10 are essential to this Agreement, and that Metavante has
        expressly relied upon the inclusion of each and every provision of this
        Article 10 as a condition to executing this Agreement.

       

      	11.  	
              INSURANCE
                AND INDEMNITY

            


       

      11.1.  Insurance. 
        Metavante shall maintain for its own protection fidelity bond coverage for
        its
        personnel; insurance coverage for loss from fire, disaster or other causes
        contributing to interruption of normal services, reconstruction of data file
        media and related processing costs; additional expenses incurred to continue
        operations; and business interruption to reimburse Metavante for losses
        resulting from suspension of the Services due to physical loss of
        equipment.

       

      11.2.  Indemnity. 
        Customer
        shall indemnify Metavante from, defend Metavante against, and pay any final
        judgments awarded against Metavante, resulting from any claim brought by
        a Third
        Party against Metavante based on Metavante’s performance of the Services in
        compliance with Customer’s specifications or instructions, or Metavante’s use of
        trademarks or data supplied by Customer to perform the Services.

       

      	12.  	
              AUTHORITY 

            


       

      12.1.  Metavante. 
        Metavante warrants that:

       

      A.
          Metavante
        has the right to provide the Services hereunder, using all computer software
        required for that purpose.

       

      B.
          Metavante
        is a corporation validly existing and in active status under the laws of
        the
        State of Wisconsin. It has all the requisite corporate power and authority
        to
        execute, deliver and perform its obligations under this Agreement. The
        execution, delivery and performance of this Agreement have been duly authorized
        by Metavante, and this Agreement is enforceable in accordance with its terms
        against Metavante. No approval, authorization or consent of any governmental
        or
        regulatory authorities is required to be obtained or made by Metavante in
        order
        for Metavante to enter into and perform its obligations under this
        Agreement.

       

      12.2.  Customer. 
        Customer
        warrants that:

       

      A.  Customer
        has all required licenses and approvals necessary to use the Services in
        the
        operation of its business.

       

      B. Customer
        is a corporation validly existing and in good standing under the laws of
        the
        state of its incorporation. It has all the requisite corporate power and
        authority to execute, deliver and perform its obligations under this Agreement.
        The execution, delivery and performance of this Agreement have been duly
        authorized by Customer, and this Agreement is enforceable in accordance with
        its
        terms against Customer. No approval, authorization or consent of any
        governmental or regulatory authorities is required to be obtained or made
        by
        Customer in order for Customer to enter into and perform its obligations
        under
        this Agreement.

       

      	13.  	
              CONFIDENTIALITY
                AND OWNERSHIP 

            


       

      13.1.  Customer
        Data. 
        Customer
        shall remain the sole and exclusive owner of all Customer Data and its
        Confidential Information (as defined in Section 13.3), regardless of whether
        such data is maintained on magnetic tape, magnetic disk, or any other storage
        or
        processing device. All such Customer Data and other Confidential Information
        shall, however, be subject to regulation and examination by the appropriate
        auditors and regulatory agencies to the same extent as if such information
        were
        on Customer's premises. 

       

      13.2.  Metavante
        Systems. 
        Customer
        acknowledges that it has no rights in any software, systems, documentation,
        guidelines, procedures and similar related materials or any modifications
        thereof provided by Metavante, except with respect to Customer's use of the
        same
        during the Term to process its data.

       

      13.3.  Confidential
        Information. 
        "Confidential Information" of a party shall mean all confidential or proprietary
        information and documentation of such party, whether or not marked as such
        including, with respect to Customer, all Customer Data. Confidential Information
        shall not include: (i) information which is or becomes publicly available
        (other
        than by the party having the obligation of confidentiality) without breach
        of
        this Agreement; (ii) information independently developed by the receiving
        party;
        (iii) information received from a Third Party not under a confidentiality
        obligation to the disclosing party; or (iv) information already in the
        possession of the receiving party without obligation of confidence at the
        time
        first disclosed by the disclosing party. The parties acknowledge and agree
        that
        the substance of the negotiations of this Agreement, and the terms of this
        Agreement are considered Confidential Information subject to the restrictions
        contained herein. 

       

      13.4.  Obligations
        of the Parties.  Except
        as
        permitted under this Section 13.4 and applicable law, neither
        party shall use, copy, sell, transfer, publish, disclose, display, or otherwise
        make any of the other party's Confidential Information available to any Third
        Party without the prior written consent of the other party. Each party shall
        hold the Confidential Information of the other party in confidence and shall
        not
        disclose or use such Confidential Information other than for the purposes
        contemplated by this Agreement and, to the extent that Confidential Information
        of Customer may be subject to the Privacy Regulations, as permitted by the
        Privacy Regulations, and shall instruct their employees, agents, and contractors
        to use the same care and discretion with respect to the Confidential Information
        of the other party or of any Third Party utilized hereunder that Metavante
        and
        Customer each require with respect to their own most confidential information,
        but in no event less than a reasonable standard of care, including the
        utilization of security devices or procedures designed to prevent unauthorized
        access to such materials. Each party shall instruct its employees, agents,
        and
        contractors of its confidentiality obligations hereunder and not to attempt
        to
        circumvent any such security procedures and devices. Each party's obligation
        under the preceding sentence may be satisfied by the use of its standard
        form of
        confidentiality agreement, if the same reasonably accomplishes the purposes
        here
        intended. All such Confidential Information shall be distributed only to
        persons
        having a need to know such information to perform their duties in conjunction
        with this Agreement. A party may disclose Confidential Information of the
        other
        party if required to do so by subpoena, court or regulatory order, or other
        legal process, provided the party notifies the other party of its receipt
        of any
        such process, and reasonably cooperates, at the other party’s expense, with
        efforts of the disclosing party to prevent or limit disclosure in response
        to
        such process. 

       

      13.5.  Information
        Security. 
        Metavante shall be responsible for establishing and maintaining an information
        security program that is designed to (i) ensure the security and confidentiality
        of Customer Data, (ii) protect against any anticipated threats or hazards
        to the
        security or integrity of Customer Data, and (iii) protect against unauthorized
        access to or use of Customer Data that could result in substantial harm or
        inconvenience to Customer or any of its customers. Customer
        shall be responsible for maintaining security for its own systems, servers,
        and
        communications links as necessary to (i) protect the security and integrity
        of
        Metavante's systems and servers on which Customer Data is stored, and (ii)
        protect against unauthorized access to or use of Metavante's systems and
        servers
        on which Customer Data is stored.

       

      13.6.  Ownership
        and Proprietary Rights. 
        Metavante reserves the right to determine the hardware, software and tools
        to be
        used by Metavante in performing the Services. Metavante shall retain title
        and
        all other ownership and proprietary rights in and to the Metavante Proprietary
        Materials and Information, and any and all derivative works based thereon.
        Such
        ownership and proprietary rights shall include any and all rights in and
        to
        patents, trademarks, copyrights, and trade secret rights. Customer agrees
        that
        the Metavante Proprietary Materials and Information are not "work made for
        hire"
        within the meaning of U.S. Copyright Act 17 U.S.C. Section 101. 

       

      13.7.  The
        Privacy Regulations.
        In the
        event that Customer requests Metavante to disclose to any Third Party or
        to use
        any of Customer’s Confidential Information, and such Confidential Information is
        or may be subject to the Privacy Regulations, Metavante reserves the right,
        prior to such disclosure or use, (i) to review any initial, annual, opt-out,
        or
        other privacy notice that Customer issued with respect to such Confidential
        Information pursuant to the Privacy Regulations, and if requested by Metavante,
        Customer shall promptly provide Metavante with any such notice, and (ii)
        to
        decline to disclose to such Third Party or to use such Confidential Information
        if Metavante, in Metavante’s sole discretion, believes that such disclosure or
        use is or may be prohibited by the Privacy Regulations or by any such
        notice.

       

      13.8.  Publicity.
        Neither
        party shall refer to the other party directly or indirectly in any media
        release, public announcement or public disclosure relating to this Agreement
        or
        its subject matter, in any promotional or marketing materials, lists or business
        presentations, without consent from the other party for each such use or
        release
        in accordance with this Section, provided that Metavante may include Customer’s
        name in Metavante’s customer list and may identify Customer as its customer in
        its sales presentations and marketing materials without obtaining Customer’s
        prior consent. Notwithstanding the foregoing, at Metavante’s request Customer
        agrees to issue a joint press release prepared by Metavante to announce the
        relationship established by the parties hereunder. Customer agrees that such
        press release shall be deemed approved by Customer in the event that, within
        five (5) Business Days of receiving Metavante’s proposed press release, Customer
        does not provide written notice to Metavante describing in reasonable detail
        Customer’s objections to the press release. All other media releases, public
        announcements, and public disclosures by either party relating to this Agreement
        or the subject matter of this Agreement (each, a “Disclosure”), including
        promotional or marketing material, but not including (i) announcements intended
        solely for internal distribution, or (ii) disclosures to the extent required
        to
        meet legal or regulatory requirements beyond the reasonable control of the
        disclosing party, shall be subject to review and approval, which approval
        shall
        not be unreasonably withheld, by the other party prior to release. Such approval
        shall be deemed to be given if a party does not object to a proposed Disclosure
        within five (5) Business Days of receiving same.

       

      	14.  	
              DISASTER
                RECOVERY 

            


       

      14.1.  Services
        Continuity Plan. 
        Metavante shall maintain throughout the Term of the Agreement a Services
        Continuity Plan (the "Plan") in compliance with applicable regulatory
        requirements. Review and acceptance of the Plan as may be required by any
        applicable regulatory agency shall be the responsibility of Customer. Metavante
        shall cooperate with Customer in conducting such reviews as such regulatory
        agency may from time to time reasonably request. A detailed Executive Summary
        of
        the Plan has been provided to Customer. Updates to the Plan shall be provided
        to
        Customer without charge.

       

      14.2.  Relocation. 
        If
        appropriate, Metavante shall relocate all affected Services to an alternate
        disaster recovery site as expeditiously as possible after declaration of
        a
        Disaster, and shall coordinate with Customer all requisite telecommunications
        modifications necessary to achieve full connectivity to the disaster recovery
        site, in material compliance with all regulatory requirements. "Disaster"
        shall
        have the meaning set forth in the Plan.

       

      14.3.  Resumption
        of Services. 
        The Plan
        provides that, in the event of a Disaster, Metavante will be able to resume
        the
        Services in accordance therewith within the time periods specified in the
        Plan.
        In the event Metavante is unable to resume the Services to Customer within
        the
        time periods specified in the Plan, Customer shall have the right to terminate
        this Agreement without payment of the Termination Fee upon written notice
        to
        Metavante delivered within forty-five (45) days after declaration of such
        Disaster.

       

      14.4.  Annual
        Test. 
        Metavante shall test its Plan by conducting one (1) test annually and shall
        provide Customer with a description of the test results in accordance with
        applicable laws and regulations.

       

      	15.  	
              GENERAL
                TERMS AND CONDITIONS

            


       

       

      15.1.  Data
        Backup.
        Customer shall maintain adequate records for at least ten (10) Business Days
        including backup on magnetic tape or other electronic media where transactions
        are being transmitted to Metavante, from which reconstruction of lost or
        damaged
        items or data can be made. Customer assumes all responsibility and liability
        for
        any loss or damage resulting from failure to maintain such records.


       

      15.2.  Transmission
        of Data.
        If the
        Services require transportation or transmission of data between Metavante
        and
        Customer, the responsibility and expense for transportation and transmission
        of,
        and the risk of loss for, data and media transmitted between Metavante and
        Customer shall be borne by Customer. Data lost by Metavante following receipt,
        shall either be restored by Metavante from its backup media or shall be
        reprocessed from Customer's backup media at no additional charge to
        Customer.

       

      15.3.  Reliance
        on Data.
        Metavante will perform the Services described in this Agreement on the basis
        of
        information furnished by Customer. Metavante shall be entitled to rely upon
        any
        such data, information, or instructions as provided by Customer. If any error
        results from incorrect input supplied by Customer, Customer shall be responsible
        for discovering and reporting such error and supplying the data necessary
        to
        correct such error to Metavante for processing at the earliest possible time.
        In
        providing the Services, Metavante shall rely on the instructions and directions
        of Customer, and shall not be responsible for any liability arising from
        Metavante’s proper performance of the Services in accordance with Customer’s
        instructions.

       

      15.4.  Use
        of
        Services.
        Customer assumes exclusive responsibility for the consequences of any Proper
        Instructions Customer may give Metavante, for Customer's failure to properly
        access the Services in the manner prescribed by Metavante, and for Customer's
        failure to supply accurate input information. Customer agrees that, except
        as
        otherwise permitted in this Agreement or in writing by Metavante, Customer
        will
        use the Services only for its own internal business purposes to service its
        bona
        fide customers and clients and will not sell or otherwise provide, directly
        or
        indirectly, any of the Services or any portion thereof to any Third
        Party.

       

      15.5.  Solicitation. 
        Neither
        party shall solicit the employees of the other party for employment during
        the
        Term of this Agreement, for any reason. The foregoing shall not preclude
        either
        party from employing any such employee (i) who seeks employment with the
        other
        party in response to any general advertisement or solicitation that is not
        specifically directed towards employees of such party or (ii) who contacts
        the
        other party on his or her own initiative without any direct or indirect
        solicitation by such party. 

       

      15.6.  Performance
        by Subcontractors. 
        Customer
        understands and agrees that the actual performance of the Services may be
        made
        by Metavante, one or more Affiliates of Metavante, or subcontractors of any
        of
        the foregoing Entities (collectively, the “Eligible Providers”). For purposes of
        this Agreement, performance of the Services by any Eligible Provider shall
        be
        deemed performance by Metavante itself. Metavante shall remain fully responsible
        for the performance or non-performance of the Services by any Eligible Provider,
        to the same extent as if Metavante itself performed or failed to perform
        such
        services.
        Customer
        agrees to look solely to Metavante, and not to any Eligible Provider, for
        satisfaction of any claims Customer may have arising out of this Agreement
        or
        the performance or nonperformance of Services. However, in the event that
        Customer contracts directly with a Third Party for any products or services,
        Metavante shall have no liability to Customer for such Third Party’s products or
        services, even if such products or services are necessary for Customer to
        access
        or receive the Services hereunder.

       

      15.7.  Proper
        Instructions. 
        "Proper
        Instructions" shall mean those instructions sent to Metavante by letter,
        memorandum, telegram, cable, telex, telecopy facsimile, computer terminal,
        e-mail or other "on line" system or similar means of communication or given
        orally over the telephone or given in person by one or more of the person(s)
        whose name(s) and signature(s) are listed on the most recent certificate
        delivered by Customer to Metavante which lists those persons authorized to
        give
        orders, corrections and instructions in the name of and on behalf of Customer.
        Proper Instructions shall specify the action requested to be taken or
        omitted.

       

      	16.  	
              MISCELLANEOUS
                PROVISIONS

            


       

      16.1.  Governing
        Law.
        The
        validity, construction and interpretation of this Agreement and the rights
        and
        duties of the parties hereto shall be governed by the internal laws of the
        State
        of Wisconsin, excluding its principles of conflict of laws.

       

      16.2.  Venue
        and Jurisdiction. 
        In the
        event of litigation to enforce the terms of this Agreement, the parties consent
        to venue in an exclusive jurisdiction of the courts of Milwaukee County,
        Wisconsin and the Federal District Court for the Eastern District of Wisconsin.
        The parties further consent to the jurisdiction of any federal or state court
        located within a district which encompasses assets of a party against which
        a
        judgment has been rendered, either through arbitration or litigation, for
        the
        enforcement of such judgment or award against such party or the assets of
        such
        party.

       

      16.3.  Entire
        Agreement; Amendments. 
        This
        Agreement, together with the exhibits and schedules hereto, constitutes the
        entire agreement between Metavante and the Customer with respect to the subject
        matter hereof. There are no restrictions, promises, warranties, covenants
        or
        undertakings other than those expressly set forth herein and therein. This
        Agreement supersedes all prior negotiations, agreements, and undertakings
        between the parties with respect to such matter. This Agreement, including
        the
        exhibits and schedules hereto, may be amended only by an instrument in writing
        executed by the parties or their permitted assignees.

       

      16.4.  Relationship
        of Parties. 
        The
        performance by Metavante of its duties and obligations under this Agreement
        shall be that of an independent contractor and nothing contained in this
        Agreement shall create or imply an agency relationship between Customer and
        Metavante, nor shall this Agreement be deemed to constitute a joint venture
        or
        partnership between Customer and Metavante.

       

      16.5.  Affiliates.
        Customer agrees that it is responsible for assuring compliance with this
        Agreement by those Affiliates receiving Services under this Agreement. Customer
        agrees to be responsible for the submission of its Affiliates' data to Metavante
        for processing and for the transmission to Customer's Affiliates of such
        data
        processed by and received from Metavante. Customer agrees to pay any and
        all
        fees owed under this Agreement for Services rendered to its
        Affiliates.

       

      16.6.  Assignment. 
        This
        Agreement may not be assigned by either party, by operation of law or otherwise,
        without the prior written consent of the other party, which consent shall
        not be
        unreasonably withheld, provided that Metavante may freely assign this Agreement
        (i) in connection with a merger, corporate reorganization or sale of all
        or
        substantially all of its assets, stock or securities, or (ii) to any Entity
        which is a successor to the assets or the business of Metavante.

       

      16.7.  Notices. 
        Except
        as otherwise specified in the Agreement, all notices, requests, approvals,
        consents and other communications required or permitted under this Agreement
        shall be in writing and shall be personally delivered or sent by (i) first
        class
        U.S. mail, registered or certified, return receipt requested, postage pre-paid;
        or (ii) U.S. express mail, or other, similar overnight courier service to
        the
        address specified below. Notices shall be deemed given on the day actually
        received by the party to whom the notice is addressed.

       

      


      
        	
                In
                  the case of Customer:

              	
                Morgan
                  Beaumont, Inc.

                6015
                  31st
                  Street East

                Bradenton,
                  FL 34203

                Attn:
                  Erik Jensen

              
	
                For
                  Billing Purposes:

              	
                Same
                  as above

              
	
                In
                  the case of Metavante:

                 

                 

                 

                 

                Copy
                  to:

              	
                Metavante
                  Corporation

                4900
                  West Brown Deer Road

                Milwaukee
                  WI 53223

                Attn: Frank
                  G. D’Angelo, President & COO

                 Payment
                  Solutions Group

                 

                Risk
                  Management and Legal Division 

              


      

       

      


       

      16.8.  Waiver. 
        No delay
        or omission by either party to exercise any right or power it has under this
        Agreement shall impair or be construed as a waiver of such right or power.
        A
        waiver by any party of any breach or covenant shall not be construed to be
        a
        waiver of any succeeding breach or any other covenant. All waivers must be
        in
        writing and signed by the party waiving its rights.

       

      16.9.  Severability. 
        If any
        provision of this Agreement is held by court or arbitrator of competent
        jurisdiction to be contrary to law, then the remaining provisions of this
        Agreement will remain in full force and effect. Articles 7, 10, 13 and 16
        shall
        survive the expiration or earlier termination of this Agreement for any
        reason.

       

      16.10.  Attorneys’
        Fees and Costs. 
        If any
        legal action is commenced in connection with the enforcement of this Agreement
        or any instrument or agreement required under this Agreement, the prevailing
        party shall be entitled to costs, attorneys’ fees actually incurred, and
        necessary disbursements incurred in connection with such action, as determined
        by the court.

       

      16.11.  No
        Third Party Beneficiaries. 
        Each
        party intends that this Agreement shall not benefit, or create any right
        or
        cause of action in or on behalf of, any person or entity other than the Customer
        and Metavante.

       

      16.12.  Force
        Majeure. 
        Notwithstanding any provision contained in this Agreement, neither party
        shall
        be liable to the other to the extent fulfillment or performance if any terms
        or
        provisions of this Agreement is delayed or prevented by revolution or other
        civil disorders; wars; acts of enemies; strikes; lack of available resources
        from persons other than parties to this Agreement; labor disputes; electrical
        equipment or availability failure; fires; floods; acts of God; federal, state
        or
        municipal action; statute; ordinance or regulation; or, without limiting
        the
        foregoing, any other causes not within its control, and which by the exercise
        of
        reasonable diligence it is unable to prevent, whether of the class of causes
        hereinbefore enumerated or not. This clause shall not apply to the payment
        of
        any sums due under this Agreement by either party to the other.

       

      16.13.  Negotiated
        Agreement. 
        Metavante and Customer each acknowledge that the limitations and exclusions
        contained in this Agreement have been the subject of active and complete
        negotiation between the parties and represent the parties’ voluntary agreement
        based upon the level of risk to Customer and Metavante associated with their
        respective obligations under this Agreement and the payments to be made to
        Metavante and the charges to be incurred by Metavante pursuant to this
        Agreement. The parties agree that the terms and conditions of this Agreement
        shall not be construed in favor of or against any party by reason of the
        extent
        to which any party or its professional advisors participated in the preparation
        of this document.

       

      16.14.  Waiver
        of Jury Trial. 
        Each of
        Customer and Metavante hereby knowingly, voluntarily and intentionally waives
        any and all rights it may have to a trial by jury in respect of any litigation
        based on, or arising out of, under, or in connection with, this Agreement
        or any
        course of conduct, course of dealing, statements (whether verbal or written),
        or
        actions of Metavante or Customer, regardless of the nature of the claim or
        form
        of action, contract or tort, including negligence.

       

      	17.  	
              DEFINITIONS

            


       

      A.  “Affiliate”
        shall mean, with respect to a party, any Entity at any time Controlling,
        Controlled by or under common Control with, such party.

       

      B.  “Agreement”
        shall mean this agreement and all schedules and exhibits attached hereto,
        which
        are expressly incorporated, any future amendments thereto, and any future
        schedules and exhibits added hereto by mutual agreement.

       

      C.  "Business
        Days" shall be Mondays through Fridays except holidays recognized by the
        Federal
        Reserve Board of Chicago.

       

      D.  “Change
        in Control” shall mean any event or series of events by which (i) any person or
        entity or group of persons or entities shall acquire Control of another person
        or entity or (ii) in the case of a corporation, during any period of 12
        consecutive months commencing before or after the date hereof, individuals
        who
        at the beginning of such 12-month period were directors of such corporation
        shall cease for any reason to constitute a majority of the board of directors
        of
        such corporation.

       

      E.  “Commencement
        Date” shall mean the date on which Metavante first provides the Initial Services
        to Customer.

       

      F.  “Confidential
        Information” shall have the meaning set forth in Section 14.3
        above.

       

      G.  “Contract
        Year” shall mean successive periods of twelve months, the first of which (being
        slightly longer than twelve (12) months) shall commence on the Commencement
        Date
        and terminate on the last day of the month in which the first anniversary
        of the
        Commencement Date occurs.

       

      H.  “Control”
        shall mean the direct or indirect ownership of over 50% of the capital stock
        (or
        other ownership interest, if not a corporation) of any Entity or the possession,
        directly or indirectly, of the power to direct the management and policies
        of
        such Entity by ownership of voting securities, by contract or otherwise.
        “Controlling” shall mean having Control of any Entity and “Controlled” shall
        mean being the subject of Control by another Entity.

       

      I.  "Customer
        Data" means any and all data and information of any kind or nature submitted
        to
        Metavante by Customer, or received by Metavante on behalf of Customer, necessary
        for Metavante to provide the Services. 

       

      J.  “Damages”
        shall mean actual and verifiable monetary obligations incurred, or costs
        paid
        (except overhead costs, attorneys’ fees, and court costs) which (a) would not
        have been incurred or paid but for a party’s action or failure to act in breach
        of this Agreement, and (b) are directly and solely attributable to such breach,
        but excluding any and all consequential, incidental, punitive and exemplary
        damages.

       

      K.  “Discover
        Network” shall mean Discover Financial Services

       

      L.  "Documentation"
        shall mean Metavante's standard user instructions relating to the Services,
        including tutorials, on-screen help, and operating procedures, as provided
        to
        Customer in written or electronic form.

       

      M.  "EFD
        Services" shall mean the Services described in the attached Services and
        Charges
        Schedule.

       

      N.  “Effective
        Date” shall mean the date so defined on the signature page of this Agreement,
        or, if blank, the date executed by Metavante, as reflected in Metavante’s
        records.

       

      O.  “Effective
        Date of Termination” shall mean the last day on which Metavante provides the
        Services to Customer (excluding any services relating to termination
        assistance).

       

      P.  "EFT
        Services" shall mean the electronic funds transfer services set forth in
        the
        attached Services and Charges Schedule.

       

      Q.  “Eligible
        Provider” shall have the meaning as set forth in Section 16.10
        above.

       

      R.  "Employment
        Cost Index" shall mean the Employment Cost Index (not seasonally adjusted)
        as
        promulgated by the United States Department of Labor's Bureau of Labor
        Statistics (or any successor index).

       

      S.  “Entity”
        means an individual or a corporation, partnership, sole proprietorship, limited
        liability company, joint venture or other form of organization, and includes
        the
        parties hereto.

       

      T.  “Estimated
        Remaining Value” shall mean the number of calendar months remaining between the
        Effective Date of Termination and the last day of the contracted-for Term,
        multiplied by the average of the three (3) highest monthly fees (but in any
        event no less than the Monthly Base Fee or other monthly minimums specified
        in
        the Services and Charges Schedule(s)) payable by Customer during the twelve
        (12)
        month period prior to the event giving rise to termination rights under this
        Agreement. In the event the Effective Date of Termination occurs prior to
        expiration of the First Contract Year, the monthly fees used in calculating
        the
        Estimated Remaining Value shall be the greater of (i) the estimated monthly
        fees
        set forth in the Services and Charges Schedule(s) and (ii) the average monthly
        fees described in the preceding sentence.

       

      U.  “Expenses”
        shall mean any and all reasonable and direct expenses paid by Metavante to
        Third
        Parties in connection with the Services provided to or on behalf of Customer
        under this Agreement, including any postage, supplies, materials, travel
        and
        lodging and telecommunication fees, but not payments to Eligible
        Providers.

       

      V.  "Implementation"
        shall mean the transfer of Customer's electronic funds transfer and/or card
        processing services to the Metavante system and integration thereof such
        that
        Customer is able to receive the EFD Services in a live operating environment.
        

       

      W.  "Implementation
        Date" shall mean the date on which Implementation for Customer or a particular
        Affiliate has been completed. 

       

      X.  "Implementation
        Period" shall mean that portion of the Term beginning on the Effective Date
        and
        ending on the Implementation Date.

       

      Y.  "Initial
        Services" shall mean all Services requested by Customer from Metavante under
        this Agreement prior to the Commencement Date. The Initial Services requested
        as
        of the Effective Date are set forth in the schedules attached hereto, which
        shall be modified to include any additional services requested by Customer
        prior
        to the Commencement Date.

       

      Z.  “Initial
        Term” shall mean the period set forth on the first page of this
        Agreement.

       

      AA.  "Legal
        Requirements" shall mean the federal and state laws, rules and regulations
        pertaining to Customer's business.

       

      BB.  "MasterCard"
        shall mean MasterCard International, Inc.

       

      CC.  “Metavante
        Proprietary Materials and Information” shall mean the Metavante Software and all
        source code, object code, documentation (whether electronic, printed, written
        or
        otherwise), working papers, non-customer data, programs, diagrams, models,
        drawings, flow charts and research (whether in tangible or intangible form
        or in
        written or machine readable form), and all techniques, processes, inventions,
        knowledge, know-how, trade secrets (whether in tangible or intangible form
        or in
        written or machine readable form), developed by Metavante prior to or during
        the
        Term of this Agreement, and such other information relating to Metavante
        or the
        Metavante Software that Metavante identifies to Customer as proprietary or
        confidential at the time of disclosure.

       

      DD.  “Metavante
        Software” shall mean the software owned by Metavante and used to provide the
        Services.

       

      EE.  "Network"
        shall mean a shared system operating under a common name through which member
        financial institutions are able to authorize, route, process and settle
        Transactions (e.g., MasterCard, Visa and Discover Network).

       

      FF.  “New
        Services” shall mean any services not included in the Initial Services. Upon
        mutual agreement of the parties, New Services shall be included in the term
        “Services.”

       

      GG.  “Plan”
        shall have the meaning set forth in Section 15.1 above.

       

      HH.  “POS"
        means point of sale.

       

      II.  “Privacy
        Regulations” shall mean the regulations promulgated under Section 504 of the
        Gramm-Leach-Bliley Act, Pub. L. 106-102, as such regulations may be amended
        from time to time.

       

      JJ.  "Professional
        Services" shall mean services provided by Metavante for Implementation,
        training, consulting or to review or implement New Services or enhancements
        to
        existing Services. 

       

      KK.  “Proper
        Instructions” shall mean those instructions sent to Metavante in accordance with
        Section 16.11 above.

       

      LL.  “Services”
        shall mean the services, functions and responsibilities described in this
        Agreement to be performed by Metavante during the Term and shall include
        New
        Services which are agreed to by the parties in writing.

       

      MM.  “Stored
        Value Card” means a debit card for which Metavante provides Services
        hereunder.

       

      NN.  “Taxes”
        shall mean any manufacturers, sales, use, gross receipts, excise, personal
        property or similar tax or duty assessed by any governmental or
        quasi-governmental authority upon or as a result of the execution or performance
        of any service pursuant to this Agreement or materials furnished with respect
        to
        this Agreement, except any income, franchise, privilege or like tax on or
        measured by Metavante’s net income, capital stock or net worth.

       

      OO.  “Term”
        shall mean the Initial Term and any extension thereof, unless this Agreement
        is
        earlier terminated in accordance with its provisions.

       

      PP.  “Termination
        Fee” shall have the meaning set forth on the Termination Fee Schedule of the
        Agreement.

       

      QQ.  “Third
        Party” shall mean any Entity other than the parties or any Affiliates of the
        parties.

       

      RR.  "TSYS"
        shall mean Total Systems Services, Inc., a Third Party provider of some of
        the
        Services hereunder. 

       

      SS.  "Visa"
        shall mean VISA U.S.A., Inc.