Exhibit 10.4


     

    Exhibit
      10.4


    STORED
      VALUE PREPAID
      CARD SPONSORSHIP AGREEMENT

     

    


    THIS
      STORED VALUE PREPAID CARD SPONSORSHIP AGREEMENT (this “Agreement”), dated as of
      October 20, 2006, (the “Effective Date”), is by and between Morgan
      Beaumont, Inc.
      (“Company”), a Nevada corporation located at 6015 31st
      Street
      East, Bradenton, FL 34203 and Palm
      Desert National Bank
      (“Bank”), a national bank located at 73-745 El Paseo, Palm Desert, CA 92260.
      Each may be referred to here in as a “Party” or collectively as
“Parties.”

    


    RECITALS

    


    WHEREAS,
      Company
      has developed and is the sole owner of a stored value prepaid card program
      to
      provide payroll services to employees; and

    


    WHEREAS,
      Bank is
      a member of various Networks for the purposes of issuing prepaid cards;
      and

    


    WHEREAS,
      Bank is
      willing to provide sponsorship and the rights and privileges that follow from
      sponsorship to Company for the purposes of issuing Company’s stored value
      prepaid card. 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants set forth herein, and other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Parties, intending to be legally bound, hereby agree as
      follows: 

    


    


    AGREEMENT

    


    ARTICLE
      I - DEFINITIONS

    


    SECTION
      1 - Definitions

    


    Except
      as
      otherwise specifically indicated, the following terms shall have the following
      meanings in this Agreement (such meanings to be equally applicable to both
      the
      singular and plural forms of the terms defined):

    


    ACH
      means
      the Automated Clearinghouse network, governed by the rules of the National
      Automated Clearinghouse Association (“NACHA”). 

    


    BIN
      means
      Bank Identification Number and is a number assigned to Bank by System for the
      purposes of identifying and routing electronic payment
      transactions.

    


    Card
      Account
      means
      the record of all credits and debits to a Card with respect to Items originated
      by each Cardholder.

    


    Card
      Product or Card
      means
      the various prepaid cards issued within a Program as Company shall request
      and
      Bank shall approve now and in the future, pursuant to the Rules.

    


    Cardholder
      means
      the person who (i) is issued or accepts a Card and/or (ii) uses a Card to
      originate a transaction.

    


    Cardholder
      Agreement
      means
      the terms and conditions of use approved by Bank and Systems, and accepted
      by a
      Cardholder prior to the activation of the Cardholder’s Card.

    


    Cardholder
      Funds
      mean the
      total amount of pooled funds on deposit with the Bank which are associated
      with
      one or more Card.

    


    Graphic
      Standards
      mean all
      standards, policies, and other requirements adopted by a System from time to
      time with respect to use of its Marks.

    


    Issuer
      means a
      Member Bank that issues Cards.

    


    Item
      means a
      transaction that is processed between parties through the System and its Members
      or through the Processor, the Bank and Company, including purchases, cash
      withdrawals, disputes and refunds.

    


    Mark
      means
      the service marks, trademarks and copyrights of a System and/or Bank, including
      but not limited to, the names and other distinctive marks or logos, which
      identify a System and/or Bank.

    


    Membership
      means
      the membership in a System and licensing rights thereto obtained by
      Bank.

    


    Merchant
      means an
      entity that contracts with an Acquirer to originate an Item at a
      point-of-sale.

    


    Processing
      Services
      means
      those services, which are reasonably required or necessary to Issue a Card
      and/or process a transaction in accordance with the Rules of a System. Such
      services shall include but not be limited to: account set-up and maintenance;
      chargeback processing and compliance; Card design; Card production; Card
      issuance; transaction processing; Settlement; System access; Cardholder dispute
      resolution; customer service; System compliance; regulatory compliance; security
      and fraud control; collections; and activity reporting.

    


    Processor
      means
      the third party that Company may retain to perform Processing Services under
      this Agreement.

    


    Program
      means a
      particular payroll card program by which an employer’s employees will be issued
      cards for funds distribution and which is subject to this Agreement and the
      business contemplated hereunder.

    


    Program
      Materials
      means
      all materials and methods of marketing used by Company in connection with this
      agreement, including without limitation, advertisements, brochures, telephone
      scripts, applications, Cardholder Agreements, and similar
      materials.

    


    Program
      Revenues
      mean all
      interchange fee and other fees and revenues generated by or accruing under
      a
      Program marketed and governed by this Agreement.

    


    REGULATION
      E
      means
      (i) the regulation, all amendments thereto and official interpretations thereof
      (12 C.F.R. Part 205) issued by the Board of Governors of the Federal Reserve
      System implementing Title IX (Electronic Funds Transfer Act) of the Consumer
      Credit Protection Act as amended (15 U.S.C. 1601 et seq.) and (ii) the
      Electronic Fund Transfer Act and any amendments thereto.

    


    Regulatory
      Authority
      means,
      as the context requires and as they may have jurisdiction over one or more
      parties to this Agreement, any System; any state Department of Financial
      Institutions; the Federal Deposit Insurance Corporation; The Office of the
      Comptroller of the Currency; the Office of Thrift Supervision; the Federal
      Reserve Board; and any federal or state agency having jurisdiction over the
      Bank, Company, Merchants, Processors, or Cardholders.

    


    Rules
      mean the
      by-laws, operating rules and regulations adopted by any System or the National
      Automated Clearing House Association (NACHA), Bank’s procedures and standards,
      applicable federal and state laws, and any regulations and guidance from any
      Regulatory Authority, as the same may from time to time be amended, modified,
      or
      supplemented.

    


    Settlement
      means
      the movement and reconciliation of funds between the Bank, Processor and Systems
      in accordance with the Bank’s policies and procedures and the Rules and subject
      to the terms of this Agreement.

    


    System
      means
      Discover, MasterCard, Visa, Pulse, Star, NYCE, and/or any other Card network
      authorization, routing, processing or funds transfer system for transmitting
      Items and Settlement thereof.

    


    ARTICLE
      II - DUTIES OF COMPANY

    


    SECTION
      2.1
      -
Marketing

    


    Company
      shall, from time to time, promote and market a Card Product to their customers.
      Company is solely responsible for all costs and expenses associated with
      marketing of any Card or Program under this Agreement. Each customer shall
      be
      presented to the Bank for approval, along with whatever documentation Bank
      requests to adequately review and approved customer. Company shall obtain Bank’s
      prior written approval for any marketing materials bearing Bank's name or any
      System Mark or name before distribution or broadcast of such materials, and
      Company shall ensure that all marketing materials comply with the Rules.


    


    


    


    SECTION
      2.2 - Scope
      of Agreement

    


    Company
      agrees that the scope of this Agreement shall be limited to Programs, as
      detailed in the Program Outline, attached as Schedule A and provided by Company
      with the application. Bank’s obligation to provide any services, sponsorship or
      otherwise, outside the scope of any Program and/or other than as required by
      this Agreement must be agreed to in writing executed by both Company and Bank.
      Additional Program(s) may be added to this Agreement as Addendums to Schedule
      A
      with the Bank’s written approval. Company may receive any such services outside
      the scope of this Agreement from any third party if its receipt of such services
      does not interfere and/or limit Bank’s ability or right to provide the services
      provided for in this Agreement. 

    


    SECTION
      2.3 - Additional
      Offerings

    


    (a) Company
      may develop materials and/or product offerings or may send additional
      solicitations to Cardholders ("Additional Offerings") without Bank’s approval
      provided that such Additional Offerings do not include Bank’s name or any System
      Mark. Additional Offerings which utilize Bank’s name or any System Mark shall
      require Bank’s prior written approval, which approval shall not be unreasonably
      withheld. Company shall supply to Bank in writing all details, terms and
      conditions of any proposed Additional Offerings which contain Bank’s name or any
      System Mark before the distribution of such Additional Offerings, and Bank
      shall
      have the right to and must approve any such Additional Offering before its
      distribution.

    


    (b) All
      income and expense for materials, product offerings, or Additional Offerings
      will be the income and expense of Company.

    


    SECTION
      2.4
      -
Printing
      of Cards and Cardholder Agreements

    


    All
      Cards, Cardholder Agreements or other Program Material shall identify the Bank
      as the Issuer and include any such names or Marks as may be required to conform
      to Graphic Standards and Rules or other laws and regulations. Prior to the
      issuance of any such materials, the Bank must approve in advance in writing
      any
      such materials, including but not limited to the Cards and the Cardholder
      Agreements, Applications and Statements which shall be developed by solely
      and
      exclusively by Company.

    


    SECTION
      2.5
      -
Pricing

    


    (a) Company
      shall be solely responsible for ensuring that all charges and fees to be paid
      by
      applicants to become Cardholders shall be those charges that comply with all
      applicable State and Federal laws, Rules and Regulations. All charges and fees
      assessed by Company shall be given by Company to Bank in advance and Bank shall
      have the option, but no obligation, to prohibit or limit such charges and fees
      if such fees violate an applicable State or Federal Law, Rule, or Regulation.
      The charges and fees paid by Cardholders shall be disclosed in the Cardholder
      Agreement and Applications given to the Cardholder by Company and Bank at the
      time the account is opened and when the Card is received. 

    


    (b) Company
      may modify Cardholder pricing by giving written notice of the proposed
      modification or addition to the Bank and to the Cardholder. Company acknowledges
      and agrees that it shall be solely responsible for ensuring that any such
      modification or addition complies with the the Rules,. Bank shall have the
      option, but not the obligation, to prohibit or limit a pricing modification
      if
      such modification violates an applicable State or Federal Law, Rule, or
      Regulation.

     

    SECTION
      2.6
      -
Establishment
      of Cardholder Applications

    


    Company
      shall be responsible for accepting and processing Cardholder applications in
      accordance with the Rules and based on criteria, terms, and conditions used
      by
      Company that shall at all times comply with the Rules. Company, when requested
      by the Bank, will provide reports indicating compliance with the established
      criteria. 

    


    SECTION
      2.7 - Deposit
      and Reserve Accounts

    


    Bank
      will
      open such Bank accounts as are necessary to provide the services outlined in
      this Agreement, collectively referred to as “Deposit Accounts,” which accounts
      shall be established by Company and controlled by the party represented in
      Schedule C attached hereto. 

    


    (a)
        On
      each
      business day during the term of this Agreement, the applicable System will
      debit
      or credit the Deposit Accounts for the net funds required for Settlement with
      System for purchases and ATM withdrawals made by Cardholders offset by the
      (i)
      funds received from System for merchandise returned by Cardholders; and (ii)
      any
      other credits received from System that are due to Cardholder on such business
      day.

    


    On
      each
      business day during the term of this Agreement, Company shall credit the Deposit
      Accounts for the following items: (i) funds received from Company for deposit
      to
      the Cardholders’ Card Account(s); and (ii) any other credits due to Cardholders
      and payable by Company.

    


    (b)
        Company
      represents and warrants that the Deposit Accounts will be at all times funded
      by
      Company in an amount that is no less than 100% of the total amount of the
      current day’s balances of Cardholder Funds, subject to Company’s next business
      day crediting of the Deposit Accounts for deposits to Cardholders’ Card
      Account(s). Company, without prior written approval from the Bank, shall not
      withdraw funds from the Deposit Accounts, provided that, upon termination of
      this Agreement, Bank shall return any remaining funds in the Deposit Accounts
      in
      accordance with the terms of this Agreement.

    


    (c)
        An
      interest bearing account designated “Reserve Account” shall be established and
      controlled by Bank on behalf of Company as an account for potential losses
      for
      overlimits, fraud, and losses due to disputes or embezzlement. Account shall
      be
      funded with a minimum amount of $5,000 or 1% of the balances of Cardholder
      Funds
      on deposit at the Bank, whichever is greater. The amount maintained in the
      Reserve account may be reviewed by Bank upon request of Company in or after
      the
      third year of this Agreement. 

    


    (d)
        Company
      shall, on a daily basis, cause to be provided to Bank a report which report
      shall show the total of funds and/or credits due from Company to Cardholders,
      the previous day’s balance of Cardholder Accounts and the current day’s balances
      of Cardholder Accounts. Such report shall also contain any other information
      reasonably requested by Bank from time to time that Company can readily produce.
      

    


    SECTION
      2.8
      -
Implementation
      Service Standards

    


    Company
      shall be responsible for a timely implementation of the Program, according
      to
      timelines, deliverables and milestones established by Bank, in consultation
      with
      Company and Processor. If Company fails to meet certain key milestones within
      established time frames, Bank may impose fees as outlined in Schedule B.


    


    SECTION
      2.9 - Customer
      Service Standards

    


    Company
      shall develop customer service standards for servicing that are designed to
      promote customer satisfaction and to promote the preservation and growth of
      the
      customer base.

     

    Bank
      may,
      but shall not be required to monitor or at any time audit or otherwise review
      compliance with standards to ensure required levels be maintained. The Bank
      may
      request additional customer service standards; if the Bank receives any
      guidance, complaints or comments from any Regulatory Authority or System or
      is
      required to do so by any Rules, Company will have thirty (30) days to comply
      with a written request from the Bank. 

    


    Company
      will advise Bank of all Cardholder complaints or allegations of erroneous or
      unauthorized transactions, to the extent Company has received notice of such
      complaint or allegation, for each calendar month within ten (10) business days
      after the end of each calendar month. Company will respond to Bank within ten
      (10) business days of notice from Bank with respect to any complaint received
      by
      Bank from a Cardholder. Such advisement shall in no way be deemed or interpreted
      to relieve Company or Bank of any of its respective responsibilities under
      this
      Agreement.

    


    SECTION
      2.10 - Access
      to Documents and Information

    


    Bank
      shall at all times have reasonable access to all information and documents
      it
      requires to comply with all applicable laws and Rules concerning any Program,
      which Company may acquire or which may be in the control and possession of
      Company, including but not limited to information and documents in the
      possession of any third party providing Processing Services or otherwise
      performing any of Company’s obligations hereunder, which information and
      documents include but are not limited to applications for Cards, information
      concerning Program revenues, information concerning transactions and agreements
      affecting the management and administration of any Program.

    


    Company
      shall provide Bank with copies of any and all of the following documents and
      information, to the extent same exist: applications; advertisements;
      disclosures; terms and conditions; Company’s policies and procedures promulgated
      in connection with this Agreement; and any other documentation, processing
      information or customer service information which the Bank may reasonably
      request (hereinafter referred to as “Documentation and Processing”). If Bank, in
      its sole discretion, determines that such Documentation and Processing fails
      to
      comply with any law, Regulations or guidance of a Regulatory Authority then
      Bank
      may request appropriate changes be made to such Documentation and Processing,
      and Company will use its best efforts to accomplish such changes as soon as
      practicable. In the event Company is not able to accomplish such changes
      immediately, and Bank determines in good faith that it has a legal or regulatory
      risk, such risk to be provided in formal written notice to Company, then Bank
      may terminate this Agreement upon thirty (30) days written notice, without
      penalty.

    


    Company
      will also provide to the Bank any other information requested by Bank as may
      be
      required, from time to time by regulatory authorities, to ensure that safe
      and
      sound business practices are being followed concerning processing, merchant
      settlement and income to the Bank. 

    


    SECTION
      2.11 - Sponsorship
      Certification and Administrative Fees

    


    Bank
      shall complete all registration requirements as required by each applicable
      System or Network of which the Bank has agreed to become a member after
      obtaining from Company any corresponding agreements and/or commitments in
      writing from Company and/or entity(ies) providing Processing Services or any
      other service in connection with a Program. Company shall pay all applicable
      fees and expenses of each applicable System as imposed on Bank because of its
      sponsorship or registration of Company, and as required to maintain a Program.
      Company and Bank shall use reasonable commercial efforts to deliver to the
      other, within thirty (30) business days of receipt, a copy of all notices or
      correspondence (other than confidential information) it receives from any System
      relating specifically to a Program. Company acknowledges and agrees that it
      is
      responsible for any and all obligations and compliance related to the operations
      of the Program which are imposed upon Bank whether by a System, Regulatory
      Authority, or any Operating Rules and Rules and Company further agrees that
      it
      will take all steps necessary to ensure that its operations are in compliance
      promptly after its receipt of notice thereof from Bank. Bank agrees that it
      will
      cooperate with Company to ensure such compliance. 

    


    SECTION
      2.12 - Liability
      of Company for System and Regulatory Claims. 

    


    Company
      shall be liable to Bank for any and all liabilities and every loss, claim,
      demand, and cause of action (including, without limitation the cost of
      litigation and reasonable attorneys' fees) suffered or incurred by Bank as
      a
      result of or arising out of Company’s failure to comply with any provision of
      this Agreement, Rules, applicable laws or regulations except to the extent
      such
      non-compliance is as a result of Bank’s wrongful acts or omissions, provided
      that Bank provides Company with prompt notice of any such loss, claim, demand,
      or cause of action and permits Company the option to defend such claim or cause
      of action. Further, Bank may not settle any claim or cause of action for which
      it will seek indemnification from Company without Company’s prior written
      approval.

    


    Should
      Bank be assessed any fee, fine or penalty by any System or Regulatory Authority
      in connection with Company’s actions pursuant to this Agreement, Bank shall
      notify Company of such amounts ten (10) days prior to the Bank settling these
      expenses by setting off, drafting or wire transferring from one or more of
      the
      accounts for the amounts due except for those amounts identified as the
      responsibility of the Bank. 

    


    SECTION
      2.13 - Insurance
      

    


    2.13.1 COMPANY. 
      Bank
      will require, without limiting Company’s liability to Bank or third parties,
      that Company maintain comprehensive or commercial general liability insurance,
      including coverage for products, completed operation, and blanket contractual
      liability for obligations undertaken by Company under this Agreement. Such
      comprehensive general liability insurance shall provide for minimum combined
      bodily injury and property damage coverage limits of $1,000,000 per occurrence
      or $2,000,000 aggregate and name the Bank as additional insured. In addition,
      Company will obtain and maintain in force a comprehensive crime policy including
      employee dishonesty/fidelity coverage naming the Bank as joint payee with
      respect to the work or operations done in connection with this Agreement.
      Coverage will include the processing provided by Company and/or any third
      parties Company chooses to process, maintain, emboss or distribute cards. A
      copy
      of such policy or suitable evidence of insurance must be provided to Bank.
      All
      policies (providing that such insurance is primary to any liability insurance
      carried by Bank) must be with insurance carriers that have an A.M.
      Best rating of “A”
      or
      better or otherwise acceptable to Bank. The Certificate will also provide that
      any such policy may not be terminated or materially modified without the Insurer
      given thirty (30) days prior written notice to both the Bank and Company.


    


    2.13.2 BANK.  Bank
      will
      maintain comprehensive or commercial general liability insurance, including
      coverage for completed operation, and blanket contractual liability for
      obligations undertaken including a Fidelity Bond covering loss of money,
      securities or other property resulting from one or more of theft, fraudulent
      or
      dishonest acts with a limit of liability of not less than $5,000,000 each single
      loss, and Errors and Omissions insurance with a limit of liability of not less
      than $5,000,000 per Claim. Any required insurance policy shall be reasonably
      acceptable to Company. Company will receive proof of insurance and will be
      notified with not less than thirty (30) days’ prior notice to Company of any
      cancellation or material alteration of such policy. Company shall be given
      copies upon request of all insurance contracts, riders, additions, endorsements
      and any deletions. 

    


    SECTION
      2.14 - Contingency
      Plans

    


    Company
      shall have a viable and tested contingency plan in effect and hereby warrants
      that any third party performing any of its duties hereunder has represented
      to
      Company that it has a viable and tested contingency plan in effect. The plan
      shall provide for short-term recovery of data for processing, reasonable
      security, confidentiality of customer data and reasonable period for full
      recovery in relation to the volume and importance of the application to
      Company’s operations and duties under this Agreement.

    


    SECTION
      2.15
      -
Error
      Resolution

    


    Company
      agrees to resolve, in accordance with the applicable Rules all alleged errors
      or
      unauthorized transactions with respect to any transactions performed or
      attempted to be performed in accordance with or under this Agreement. In
      particular, Company agrees, upon notification by Bank of a complaint or
      allegation, to obtain any and all documentation or data required to resolve
      the
      matter, fully investigate the allegations, advise Bank of the results of the
      investigation and provide an audit trail of information pertinent to the matter,
      all within any required timeframes required by the Rules but in no event later
      than ten (10) business days after Bank has provided Company with notice of
      the
      complaint or allegations.. 

    


    SECTION
      2.16 - Records

    


    Company
      agrees that it will keep, or require third parties to keep, current and accurate
      records regarding transactions processed by Company (or any third party whom
      Company retains) or for the Bank in accordance with System Rules and
      specifications with respect to services performed pursuant to this Agreement.
      Company agrees that, to the extent permitted by law, it will keep and disclose
      all documentation and statements required by any applicable laws and Rules.
      

    


    SECTION
      2.17 - Security
      

    


    Company
      agrees that it will allow only authorized personnel to have access to any
      systems available pursuant to this Agreement and will require personal and
      workstation identification for all transactions it enters or processes. It
      further agrees to establish and comply with all security procedures and systems
      needed to protect all confidential cardholder information and cards, as may
      be
      required under the Rules.

    


    SECTION
      2.18 - Back-Up
      of Data

    


    To
      the
      extent Bank will depend upon any data communications systems provided by
      Company, Merchant or Cardholder, Company will require appropriate daily back-up
      of such data, so that in the event the data communications systems fails,
      Company or Bank or its designee, at the Bank’s discretion, will be able to
      continue processing applications and transactions. Company will provide Bank
      with copies of such back-up plans upon Bank’s reasonable request.

    


    SECTION
      2.19 - Independent
      Processor

    


    Company
      has selected a system approved or registered Card processor, if such
      registration is required, to process Card transactions and provide Processing
      Services for Programs. Company shall pay for all processing costs for accounts
      processed under this agreement. Company will not change the Processor without
      advance written notification to Bank.

    
 

    SECTION
      2.20   Third
      Party Services

    


    Company
      shall obtain Bank's prior written approval, which Bank may grant or deny in
      its
      reasonable discretion, before retaining any third party to provide services
      for
      the benefit of or in connection with the Program. All services provided by
      any
      such third party must be performed in compliance with the Rules. Company will
      assist Bank in obtaining any due diligence or agreements with the third parties
      that may be required by the Rules or by any Regulatory Authority.

    


    The
      Bank’s approval of any third party shall not in any way relieve the Company of
      its duties and obligations under this Agreement, nor shall such approval
      constitute a representation or warranty by the Bank that the services to be
      performed or products to be furnished by a third party will be performed as
      agreed or represented. 

    


    SECTION
      2.21
      -
Account
      Data

    


    Company
      shall provide to Bank any data and/or other information required to reconcile
      accounts or substantiate information concerning deposits, returns, chargebacks,
      fees, or amounts settled or as required by any Regulatory Authority.


    


    Company
      shall make such data and other information available to the Bank at the sole
      cost and expense of Company. Whenever an error or unauthorized transaction
      is
      alleged to have occurred, Company shall use its best efforts to obtain all
      documentation related to the transaction within ten (10) business days of
      receiving a request for such information from the Bank.

    


    SECTION
      2.22 - Right
      of Set Off

    


    If
      at any
      time Company breaches any of its obligations, covenants, representations or
      

    warranties
      under this Agreement or Bank has determined that Company has breached any of
      its
      obligations, covenants, representations or warranties, and Company is indebted
      to Bank, Bank may, without notice, exercise its right of set off against
      bank-held funds and exercise the rights and remedies provided in this Agreement
      or the Uniform Commercial Code. Company hereby agrees that Bank shall have
      the
      right to enforce its rights as provided herein. Company agrees that any and
      all
      costs incurred by Bank in enforcing this Agreement, including reasonable
      attorneys’ fees, shall constitute additional indebtedness secured by this
      Agreement. Company represents and warrants none of the funds in any account
      held
      by Bank are “trust funds” or funds belonging to other parties. Company agrees to
      execute such documentation, including but not limited to security agreements,
      UCC-1 Financing Statements, assignments and notices of assignment, as may be
      reasonably requested by Bank to effectuate and perfect its security interests
      granted pursuant to this Section 2.22. Bank will provide written notice and
      a
      detailed accounting in no more than three (3) business days in the event it
      exercises its rights under this provision. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      III - REPRESENTATIONS AND WARRANTIES

    


    SECTION
      3.1
      -
Company
      Representations and Warranties:

    


    In
      addition to the representation and warranties elsewhere herein, Company warrants
      and represents to the Bank as follows:

    


    (a)  This
      Agreement is valid, binding, and enforceable against Company in accordance
      with
      its terms.

    


    (b) Company
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of Nevada and is authorized to do business in each state in which
      the
      nature of Company's activities makes such authorization necessary.

    


    (c)  Company
      has the full power and authority to execute and deliver this Agreement and
      to
      perform all its obligations under this Agreement. The provisions of this
      Agreement and the performance by Company of its obligations under this Agreement
      are not in conflict with Company's Articles of Incorporation, bylaws or any
      other agreement, contract, lease or obligation to which Company is a party
      or by
      which it is bound.

    


    (d)  Neither
      the Company nor any senior officer of Company has been subject to any of the
      following:

    


    
      	(i)  	
              Felony
                criminal conviction;

            


    

    


    
      	(ii)  	
              Bankruptcy
                filing or petition (excluding any senior officer of
                Company);

            


    

    


    
      	(iii)  	
              Federal
                or state tax lien;

            


    

    


    
      	(iv)  	
              Administrative
                or enforcement proceedings commenced by the Securities and Exchange
                Commission, any state securities Regulatory Authority, Federal Trade
                Commission, federal or state bank regulator, or any other state or
                federal
                regulatory agency; or

            


    

    


    
      	(v)  	
              Restraining
                order, decree, injunction, or judgment in any proceeding or lawsuit,
                alleging fraud or deceptive practice on the part of Company or any
                principal thereof.

            


    

    


    (e)  For
      this
      subparagraph, the word "principal" shall include any personnel directly or
      indirectly owning twenty percent (20%) or more of Company.

    


    (f)  Company
      will provide to the Bank the most recent audited financial statements for
      Company and any Principals. Company agrees to provide audited financial
      statements on an annual basis, as soon as possible, and in any event within
      ninety (90) days after the end of Company’s fiscal year, and interim quarterly
      financial statements if requested. 

    


    (g)  Annual
      Federal Tax Return will be sent to Bank within fourteen (14) days after filing
      for Company and any Principals.

    


    (h)  As
      soon
      as possible, and in any event within ninety (90) days after the end of Company’s
      fiscal year it will provide the Bank with a copy of most recent Form 10-K filed
      with the U.S. Securities and Exchange Commission, if applicable. 

    


    (i)  Company
      will comply with the Rules and any laws, regulations, guidance, orders or rules
      issued by the Regulatory Authorities that relate to the cards, matters and
      transactions contemplated by this Agreement and shall cause all third parties
      performing any of its respective obligations hereunder to comply with all of
      the
      foregoing, as may be applicable.

    


    (j)  Company
      is familiar with and able to fully comply with (i) the Rules; and (ii) the
      applicable federal laws and regulations and the laws and regulations in the
      states in which Company does or may do business, including, without limitation,
      those laws and Rules governing Programs and card services.

    


    ARTICLE
      IV - DUTIES OF BANK

    


    SECTION
      4.1
      -
Background
      Investigation 

    


    Bank
      may
      conduct, at its expense, reasonable investigation as it may from time to time
      believe appropriate, and Company shall cooperate with Bank in connection
      therewith. Company consents, on an ongoing basis, to the Bank’s obtaining any
      consumer credit report or other investigative documentation on Company and/or
      any Principal, which Bank deems relevant for any purpose, related to this
      Agreement.

    


    SECTION
      4.2
      -
Membership
      in the Systems

    


    Bank
      shall maintain its Membership in good standing and shall abide by all the Rules
      applicable to the Bank, provided, however, that Bank may elect to terminate
      its
      Membership at any time by giving Company sixty (60) days’ notice of its
      intention to terminate Membership. Nothing herein shall be deemed to obligate
      Bank to attempt to maintain Membership if the Systems have
      elected to terminate the Bank’s Membership.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SECTION
      4.3
      -
Notices

    


    Bank
      shall deliver to Company a copy of all notices or correspondence that it
      receives from the System, or any other third party, relating specifically to
      Bank's sponsorship of Company, within thirty (30) business days of receipt
      of
      such notice or correspondence unless legally or contractually prohibited from
      doing so, or unless the information is of a confidential nature.

    


    SECTION
      4.4 - Settlement

    


    Bank
      will
      settle, in a timely manner pursuant to National Bank standards, all funds with
      various Systems that Company and Bank have agreed to utilize for acceptance
      of
      the Card issued under any Program. 

    


    SECTION
      4.5 - Other
      Services

    


    Bank
      shall be under no obligation to provide services beyond those services set
      forth
      in this Agreement.

    


    ARTICLE
      V - COMPENSATION, FEES AND EXPENSES

    


    SECTION
      5.1
      -
Compensation
      to the Bank

    


    For
      its
      services under this Agreement, Company shall compensate Bank for such services
      in accordance with the provisions of Schedule B attached hereto.

    


    SECTION
      5.2 - Expenses
      of the Bank

    


    Bank
      shall be solely responsible for the following expenses:

    


    (a) Bank's
      own internal costs and expenses incurred in connection with maintaining the
      Deposit Account(s) and, except as may be otherwise agreed herein, its own
      internal monitoring of Programs, including all legal expenses.

    


    (b) All
      annual Membership fees relating to Bank's general licenses with and general
      Membership in any System utilized by the Bank in connection with Programs,
      and
      any fines and penalties, or portion thereof, assessed by any such System or
      any
      Regulatory Authority due to Bank's negligence, fraud or willful misconduct,
      excluding any fines or penalties caused by Company or its officers, directors,
      employees or agents.

    


    (c) Such
      other services and expenses that Bank may deem necessary or appropriate for
      Programs and which are not the obligation of Company hereunder.

    


    


    


    SECTION
      5.3
      -
Expenses
      of Company

    


    Company
      shall be solely responsible for payment to Bank or on Bank’s behalf, to the
      extent Bank incurs such charges, for expenses associated with Programs,
      including but not limited to the following:

    


    (a)  All
      fees,
      penalties, assessments, expenses, etc. payable to any System for any current
      or
      future registration of Company, except to the extent such penalties or
      assessments are due to the acts or omissions of Bank. 

    


    (b)  All
      System fees associated with BINs assigned to Bank for Company, including but
      not
      limited to transaction and volume fees, quarterly operating certificate or
      quarterly Membership fees related to Programs or pursuant to any Agreement
      between Bank and System.

    


    (c)  All
      fines
      and penalties assessed by any System or any Regulatory Authority (other than
      Bank) due to Company’s actions or the actions of any third party retained by
      Company.

    


    (d)  Any
      losses sustained from any Card or Card Account for any reason, except to the
      extent such loss was caused by Bank’s negligence or willful
      misconduct.

    


    Company
      also agrees that it is solely responsible for the following expenses that
      Company will incur:

    


    
      	(e)  	
              Advertising
                and other expenses associated with the marketing incurred by Company,
                any
                party under its control or any party for which it is providing services,
                not including Bank.

            


    

    


    
      	(f)  	
              All
                expenses associated with establishing and maintaining any accounts
                with,
                or receiving services from, any financial institution providing
                Settlement;

            


    

    


    
      	(g)  	
              Costs
                incurred by any Processor or by Company or any part under its control
                or
                any party for which it is providing services for any account
                processing.

            


    

    


    
      	(h)  	
              Expenses
                associated with manufacturing, embossing, and mailing Cards, which
                are
                incurred by Company and are associated with BINs assigned to Bank
                for
                Company.

            


    

    


    
      	(i)  	
              All
                other amounts incurred in connection with customer service, balance
                inquiries, 800 numbers, automated response unit (ARU) programming,
                chargebacks, fraud and/or administration of any Program, as provided
                in
                this Agreement (except those specifically made the responsibility
                of Bank
                pursuant to Section 5.2).

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      VI - LIMITATION OF LIABILITY

    


    SECTION
      6.1
      -
Limitation
      on Liability

    


    Other
      than stated herein and subject to Section 6.2 herein, Bank shall not be liable
      for any loss or damage, direct or indirect, for any cause whatsoever,
      (including, but not limited to, those arising out of or related to this
      Agreement) with respect to any claim or allegation made by any Cardholder,
      third
      party, or Company, including but not limited to an allegation of an erroneous
      or
      unauthorized transfer or transaction, provided that Bank will be liable for
      any
      losses associated with Bank’s gross negligence or intentional misconduct with
      respect to the funds in the Deposit Account.

    


    


    SECTION
      6.2
      -
No
      Special Damages

    


    In
      no
      event shall Bank or Company be liable under any theory of tort, contract, strict
      liability or other legal or equitable theory for any lost profits, exemplary,
      punitive, special, incidental, indirect or consequential damages, each of which
      is hereby excluded by agreement of the parties regardless of whether or not
      Bank
      or Company has been advised of the possibility of such damages. This section
      6.2
      should not be construed to limit the liabilities and obligations of the parties
      under section 2.12, 6.1, 6.2, or 9.1. 

    


    SECTION
      6.3
      -
Disclaimer
      of Warranties

    


    Bank’s
      and Company’s express warranties in this agreement are its only warranties and
      Bank and Company specifically disclaim all other warranties of any kind, express
      or implied, arising out of or related to this Agreement, including without
      limitation, any warranty of merchantability or fitness for a particular purpose
      or non-infringement. Bank’s and Company’s liability to each other hereunder
      shall in no event exceed an amount equal to actual monetary damages incurred
      by
      Company and/or Bank, as applicable.

    


    ARTICLE
      VII - TERM AND TERMINATION OF AGREEMENT

    


    SECTION
      7.1
      -
Term
      and Termination of Agreement Without Cause

    


    The initial
      term of this Agreement
      shall be for a period of five (5) years, commencing on the date hereof and
      shall
      continue for two (2) successive three (3) year periods, unless prior to the
      expiration of the initial term or the first three (3) year extension period
      either party gives the other not less than one hundred eighty (180) days written
      notice of its election not to renew or extend this Agreement.

    


    Notwithstanding
      the first paragraph of this Section 7.1, Bank agrees that Company may terminate
      this Agreement without cause at any time. Company agrees that its decision
      to
      terminate without cause, i.e.,
      not a
      termination for cause pursuant to Section 7.2, prior to the expiration of the
      term will result in administrative costs and fees to the Bank and therefore
      agrees to pay a cancellation fee, in addition to other damages, in the following
      amounts:

     

    
      	(a)  	
              During
                first year  $10,000.00
                

            


    

    
      	(b)  	
              During
                second year  $5,000.00

            


    

    
      	(c)  	
              During
                third year  $2,500.00

            


    

    
      	(d)  	
              During
                fourth year  $1,500.00 

            


    

    
      	(e)  	
              During
                fifth year  $1,500.00

            


    

    
      	(f)  	
              During
                any renewal period  $1,500.00

            


    

    


    Company
      furthermore agrees such cancellation fee will be paid immediately upon written
      notice of termination.

    


    SECTION
      7.2
      - Termination
      of Agreement For Cause

    


    Either
      Party shall have the right to terminate the Agreement or any Program upon
      occurrence of one or more of the following events:

    


    
      	(a)  	
              Failure
                by the other Party to observe or perform, in any material respect,
                that
                Party’s obligations to the other Party hereunder, so long as the failure
                is not due to the actions or failure to act of the terminating Party,
                but
                only if the failure continues for a period of: (A) thirty (30) days
                after
                the non-performing Party received written notice form the other party
                specifying the failure in the case of a failure not involving the
                payment
                of money, or (B) ten (10) days after the non-performing Party receives
                written notice for the other Party specifying the failure in the
                case of a
                failure to pay any amount then due
                hereunder;

            


    

    


    
      	(b)  	
              In
                the event any representation, warranty statement or certificate furnished
                to it by the other Party in connection with or arising out of the
                Agreement is materially adverse to the terminating party and intentionally
                untrue as of the date made or
                delivered.

            


    

    


    
      	(c)  	
              The
                other Party: (A) voluntarily commencing any proceeding or filing
                any
                petition seeking relief under Title 11 of the United States Code
                or any
                other federal, state or foreign bankruptcy, insolvency, liquidation
                or
                similar law. (B) applying for or consenting to the appointment of
                a
                receiver, trustee, custodian, sequestrator or similar official for
                such
                Party or for a substantial part of its property or assets, (C) making
                a
                general assignment for the benefit of creditors, or (D) taking corporate
                action for the purpose of effecting any of the foregoing;
                or

            


    

    


    
      	(d)  	
              The
                commencement of an involuntary proceeding or the filing of an involuntary
                proceeding or the filing of an involuntary petition in a court or
                competent jurisdiction seeking: (A) relief in respect for the other
                Party,
                or of a substantial part of its property or assets under Title of
                the
                United States Code or any other federal, state or foreign bankruptcy,
                insolvency, receivership or similar law, (B) the appointment of a
                receiver, trustee, custodian, sequestrator or similar office for
                the other
                Party for a substantial part of its property or assets, or (C) the
                winding
                up or liquidation, of the other Party, if such proceeding or petition
                shall continue un-dismissed for sixty (60) days or an order or decree
                approving or ordering any of the foregoing shall continue unstayed
                and in
                effect for sixty (60 ) days.

            


    

    


    
      	(e)  	
              Upon
                any change to or enactment of any law or regulation which would have
                a
                material adverse effect upon the program rendering one or both of
                the
                Parties unable to substantially perform this Agreement, provided
                that the
                Parties cannot find a legally workable solution to the change in
                law or
                regulation within a reasonable amount of
                time.

            


    

    


    
      	(f)  	
              Violation
                of any federal or state law relating to the performance of this Agreement
                rendering one or both of the Parties unable to substantially perform
                this
                Agreement, provided that the Parties cannot find a legally workable
                solution to avoid violating the law or regulation within a reasonable
                amount of time.

            


    

    


    
      	(g)  	
              Upon
                direction from any Regulatory Authority to cease or materially limit
                performance of the obligation under this
                Agreement.

            


    

    


    
      	(h)  	
              Either
                party shall have the right to terminate this Agreement upon breach
                of
                warranty or representation.

            


    

    


    SECTION
      7.3
      - Survival
      of Payments and Obligations Upon Termination

    


    Upon
      notice of termination and/or cancellation of this Agreement or any Program
      at
      any time for any reason, and at the Bank’s written request, Company shall
      promptly provide notice of cancellation of the Program to all affected
      Cardholders processed through BINs assigned to the Bank and shall take
      appropriate action to cause all Cards to be cancelled or reissued and if
      applicable, money on deposit with the Bank to be refunded to the Cardholders.
      Additionally, upon the effective date of termination of this Agreement, Company
      will discontinue all use of the Bank’s name and Marks and the name and Marks of
      any System. At the Bank’s option and upon written notice to Company, this
      Agreement shall continue in full force and Bank shall continue to provide the
      services currently then being provided until such time as all Cards are so
      cancelled or reissued, but in no event exceeding ninety (90) days from notice
      of
      cancellation and/or termination. If such termination is made by Bank pursuant
      to
      Section 7.2(a), Bank, in addition to any other rights and/or remedies it
      may have at law and/or at equity, will have the option to withhold and pay
      directly expenses that it has incurred from any of the accounts, including
      Settlement, Bank fees, System expenses and chargebacks or any other charges,
      fees or costs. 

    


    Upon
      termination and/or cancellation of this Agreement or of any Program, Bank shall,
      upon Company’s request, provide Company with reasonable transition assistance so
      that Company may transition a Program to another financial institution.



    


    SECTION
      7.4
      -
Disposition
      of the Deposit and Reserve Accounts

    


    Upon
      the
      termination of this Agreement or termination of any Program for any reason
      including but not limited to the termination and/or expiration of this Agreement
      at the end of the Initial Term or any Renewal Term, this Agreement shall remain
      in full force and effect with respect to all provisions regarding the Deposit
      or
      Reserve Accounts and Company’s obligations and duties with regard to resolving
      any alleged errors or unauthorized transactions. However, an amount representing
      total alleged errors or unauthorized transactions at termination and for 90
      days
      subsequent to termination will be required to be deposited in a suspense account
      held by Bank, provided that Bank shall release to Company all funds in the
      suspense upon the earlier of 90 days following termination or the resolution
      of
      all outstanding alleged errors or unauthorized transactions. The balance of
      the
      Deposit and Reserve Accounts shall remain with and be equal to the total of
      the
      outstanding balance for all issued cards and Reserve Amounts, pursuant to this
      Agreement, provided that Bank shall return funds in the Deposit Account to
      Company upon the transfer of the issued cards to a new financial institution
      in
      an amount equal to the outstanding balance on the issued cards that are
      transferred. In addition, notwithstanding the foregoing, upon termination of
      this Agreement, Bank shall promptly return to Company an amount equal to the
      funds in the Deposit Account less the outstanding balance on the issued cards.
      The Bank may, in its sole discretion, place a hold on all such funds and/or
      disburse such funds in accordance with this Agreement and the Rules, provided
      that Bank exercises its discretion in good faith.

    


    SECTION
      7.6 - Chargebacks,
      Disputed, or Erroneous Transactions

    


    In
      the
      event of termination or expiration, this Agreement shall remain in full force
      and effect with respect to all provisions regarding chargebacks, disputed,
      erroneous transactions, and allegedly erroneous or unauthorized transactions.
      Company shall continue to process and service those accounts in dispute or
      with
      account liability under this Agreement. After Company has paid Bank in full
      for
      any items and allegedly erroneous or unauthorized transactions, accounts that
      become loss accounts shall be Company's property and shall be assigned,
      transferred and conveyed by Bank to Company or Company’s designee, unless such
      losses are due to Bank’s negligence or intentional misconduct.

    


    


    ARTICLE
      VIII - CONFIDENTIALITY

    


    SECTION
      8.1
      -
Confidential
      Information

    


    Under
      this Agreement, the parties will be disclosing to each other certain
      confidential and proprietary information including customer lists, customer
      data, business plans, software, data, prototypes, documentation, customer
      information, and other business and/or technical information (the
“Information”). The Information may be disclosed in either oral or written
      form.

     

    The
      receiving party shall hold the Information in confidence and shall prevent
      the
      disclosure of the Information, unless it is in accordance with the terms of
      this
      Agreement. The receiving party shall use the Information only for the purpose
      of
      fulfilling its obligations under the Agreement; shall reproduce the Information
      only to the extent necessary for such purpose; shall restrict disclosure of
      the
      Information to its employees and agents with a need to know; and shall advise
      such employees and agents of the nondisclosure obligation assumed herein. Other
      than as expressly permitted by this Agreement, the receiving party shall not
      disclose Information to any third party without prior written approval of the
      other party.

    The
      above
      restrictions on the use or disclosure of Information shall not apply to any
      Information:

    
      	(a)  	
              which,
                as established by the receiving party’s written records, is independently
                developed by the receiving party or its affiliated company or lawfully
                received free of restriction from another source having the right
                to so
                furnish such Information; 

            


    

    
      	(b)  	
              after
                it has become generally available to the public without breach of
                this
                Agreement or any other agreement to which Company is a party;
                

            


    

    
      	(c)  	
              which
                the disclosing party agrees in writing is free of such restrictions;
                or

            


    

    
      	(d)  	
              was
                in the receiving party’s possession as of the date of this
                Agreement

            


    

    


    Information
      may be disclosed where a party is legally required to disclose such information,
      including pursuant to a governmental or judicial order, provided that the
      receiving party notifies the disclosing party of the pending disclosure prior
      to
      such disclosure, unless the disclosing party is legally or contractually
      prohibited from doing so. Information may also be released to the Processor
      to
      the extent necessary and required to process transactions and service
      Cardholder’s accounts as required pursuant to the Rules and
      Regulations.

    All
      Information shall remain the property of the disclosing party and shall be
      returned upon written request or upon the receiving party’s determination that
      it no longer has a need for such Information.

    The
      parties acknowledge that in the event either party breaches the terms of this
      Section 8.1, the non-breaching party shall be entitled to injunctive relief
      in
      addition to any other remedies that may be available to it at law or under
      the
      terms of the Agreement.

    


    SECTION
      8.2
      -
Access

    


    Unless
      prohibited by applicable law, Company shall provide to Bank full access to
      all
      account information in whatever available form or medium necessary for Bank
      to
      perform its obligations hereunder and agrees to cooperate fully and promptly
      with any reasonable request from a Regulatory Agency or Bank’s auditors or
      compliance personnel to obtain any records, including inspection at Company’s
      premises or the of premises any third party, which are related in any way to
      this Agreement or Company’s ability to comply with its terms, provided that Bank
      shall bear its own costs in connection with any such request.

     

    SECTION
      8.3
      -
Return
      of Materials

    


    Each
      party agrees that upon termination of this Agreement and the request of the
      other party, it will send certification of its destruction of, or deliver to
      the
      other party, all written and tangible material in its possession which
      incorporates any Confidential Information belonging to the other party, or
      otherwise relates to the other party’s businesses, except that information which
      must be retained as required by Regulatory Authority or System to comply with
      retention guidelines. 


    


    ARTICLE
      IX - GENERAL PROVISIONS

    


    SECTION
      9.1
      -
Indemnification

    


    (a) Company
      covenants and agrees to indemnify and hold Bank, its parent or affiliates,
      and
      their respective officers, directors, employees, agents and permitted assigns
      harmless, against any losses or expenses arising out of this Agreement including
      but in no way limited to those arising from any legal action, claim, demand
      or
      proceedings brought against any of them as a direct result of; (1) any
      negligence, fraud or willful misconduct by Company, its officers, directors,
      employees, agents, merchants or Cardholders or their officers, directors,
      employees or agents; (2) any action or omission of Company or its officers,
      directors, employees or agents or action or omission by Cardholders or merchants
      or their banks which violates any law, Regulation or Rule; (3) any claim
      relating to obligations owed to or by Company or any third party retained by
      it;
      (4) actions taken by Bank in accordance with or in good faith reliance upon
      information or instructions provided by Company or by its agents; (5) Company’s
      or its agents failure to comply with any federal, state, or local laws or
      Regulations, the Operating Rules or Rules; (6) the acts of omissions of the
      Processor; (7) the breach of this Agreement by Company; and (8) any breach
      of
      the agreement between Company and Processor. This provision shall not apply
      to
      the extent such claim is the direct result of any gross negligence, fraud,
      willful misconduct or material breach by Bank or to the extent the Bank is
      obligated to provide indemnity under sub paragraph (b) below.

    


    (b) Bank
      covenants and agrees to indemnify and hold Company, its parent or affiliates,
      and their respective officers, directors, employees, agents and permitted
      assigns, harmless against any losses or expenses arising from any legal action,
      claim, demand or proceedings brought against any of them to the extent they
      are
      the direct result of Bank’s (or its officers, directors, employees, or agents’)
      breach of this Agreement, negligence, fraud or willful misconduct, or failure
      to
      comply with the Operating Rules, Rules, applicable laws or Regulations. This
      provision shall not apply to the extent such claim arises out of any gross
      negligence, fraud, willful misconduct, or breach by Company or its officers,
      directors employees or agents or to the extent Company is obligated to provide
      indemnity under sub paragraph (a) above. 

    


     (c) If
      any
      claim or demand is asserted against any party or parties (individually or
      collectively, the “Indemnified Party”) by any person who is not a party to this
      Agreement in respect of which the Indemnified Party may be entitled to
      indemnification under the provisions of subsections (a) or (b) above, written
      notice of such claim or demand shall promptly be given to any party or parties
      (individually or collectively, the “Indemnifying Party”) from whom
      indemnification may be sought. The Indemnifying Party shall have the right,
      by
      notifying the Indemnified Party within ten (10) business days of its receipt
      of
      the notice of the claim or demand, to assume the entire control (subject to
      the
      right of the Indemnified Party to Participate at the Indemnified Party’s expense
      and with counsel of the Indemnified Party’s choice) of the defense, compromise
      or settlement of the matter, including, at the Indemnifying Party’s expense,
      employment of counsel of the Indemnifying Party’s choice. If the Indemnifying
      Party gives notice to any Indemnified Party that the Indemnifying Party will
      assume control of the defense, compromise or settlement of the matter the
      Indemnifying Party will be deemed to have waived all defenses to the claims
      for
      indemnification by the Indemnified Party with respect to that matter. Any
      damages to the assets or business of the Indemnified Party caused by a failure
      of the Indemnifying Party to defend shall be included in the damages for which
      the Indemnifying Party shall be obligated to indemnify the Indemnified
      Party.

    


    SECTION
      9.2
      -
Arbitration

    


    In
      the
      event of any dispute between Bank and Company relating to this Agreement, or
      their performance hereunder, Bank and Company agree that such dispute shall
      be
      resolved by means of binding arbitration in accordance with the commercial
      arbitration rules of the American Arbitration Association (the “AAA”), subject
      to any modifications contained in this Agreement, and judgment upon the award
      rendered by the arbitrator(s) may be entered in any court of competent
      jurisdiction. The arbitration decision shall be binding upon the Bank and
      Company. The arbitrator(s) shall be limited to awarding compensatory damages
      and
      shall have no authority to award punitive, exemplary or similar type damages.
      The dispute shall be determined by one (1) arbitrator, except that if the
      dispute involves an amount in excess of One Million Dollars ($1,000,000)
      (exclusive of interest and costs), three (3) arbitrators shall be appointed
      to
      decide by majority vote unless the parties agree otherwise. The arbitrator(s)
      shall be selected from panels maintained by the AAA unless the parties agree
      otherwise. The determination of the arbitrator shall be binding upon the parties
      and judgment upon the award rendered may be entered in any court having
      jurisdiction thereof. The arbitrator(s) shall base the award on the applicable
      law judicial precedent, which would apply if the Dispute were decided by a
      United States District Court Judge sitting in California. The award shall be
      in
      writing and include the findings of fact and conclusions of law upon which
      it is
      based unless the parties agree otherwise. Notwithstanding the foregoing, no
      party shall be prevented from seeking injunctive relief from a court of
      competent jurisdiction in order to enforce this Agreement. Depositions may
      be
      taken and other discovery may be obtained during such arbitration proceedings
      to
      the same extent authorized in civil judicial proceedings. The arbitrator(s)
      will
      resolve any discovery disputes. The arbitrator(s) and counsel of record will
      have the power of subpoena process as provided by law. Arbitration fees payable
      to the arbitrator in advance of an award shall be paid equally by the parties
      to
      the dispute. The arbitrator(s) shall award recovery of all costs and fees
      (including reasonable attorneys’ fees, administrative fees, arbitrator fees,
      costs and expenses) to the prevailing party. The arbitrator(s) may also grant
      provisional or ancillary remedies including, without limitation, injunctive
      relief, attachment or the appointment of a receiver, either during the pendency
      of the arbitration proceeding or as part of the arbitration award. The
      arbitration shall be governed by the substantive laws of the State of California
      without regard to conflicts of law rules. The arbitration proceedings shall
      be
      conducted in Palm Desert, California, unless the parties agree
      otherwise.

    


    SECTION
      9.3
      -
Disclosure

    


    (a) Each
      party shall promptly notify the other of any action, suit, proceeding, facts
      and
      circumstances, and the threat of reasonable prospect of same, which might give
      rise to any indemnification hereunder or which might materially and adversely
      affect either party's ability to perform this Agreement.

    


    (b) Each
      party represents and warrants to the other that it has no knowledge of any
      pending or threatened suit, action, arbitration or other proceedings of a legal,
      administrative or regulatory nature, or any governmental investigation, against
      it or any of its affiliates or any officer, director, or employee which has
      not
      been previously disclosed in writing and which would materially and adversely
      affect its financial condition, or its ability to perform this
      Agreement.

    


    SECTION
      9.4
      -
Legal
      Compliance

    


    Company
      represents and warrants that it is familiar with the requirements of all
      applicable laws, regulations Operating Rules and Rules, including but not
      limited to federal and state consumer protection laws and agrees that it shall
      be solely responsible for complying and causing all third parties to comply
      with
      all such laws and Regulations and all other applicable laws and Regulations
      relating to its activities under this Agreement, now and in the future. Nothing
      in this Section 9.4 shall relieve Company of its obligations under this
      Agreement including, without limitation, the requirements of Section
      2.

    


    Without
      limiting the generality of the foregoing and other terms and conditions herein,
      Company’s obligations under this Agreement, including without limitation, its
      responsibility for all legal compliance, shall in no way be affected, altered
      and/or waived in the event Bank performs, exercises or fails to exercise, any
      right, obligation, option, or otherwise, to provide instruction, guidance,
      or
      recommendations of any kind, and/or review, any aspect of the Program.


    


    SECTION
      9.5
      -
Legal
      Authority

    


    Company
      and Bank each represents and warrants to the other that it is a corporation
      duly
      organized and validly existing as of the date of this Agreement, that all
      consents and approvals necessary for this Agreement to be valid and binding
      on
      it have been obtained, and that fulfillment of its obligations pursuant to
      this
      Agreement does not conflict with any provision of any state or Federal law
      applicable to it or any other contract to which it is a party.


     

    SECTION
      9.6 - Force
      Majeure 

    


    Neither
      party shall be liable for any failure or delay on its part to perform, and
      shall
      be excused from performing any of its non-monetary obligations hereunder if
      such
      failure, delay or non-performance results in whole or in part from any cause
      beyond the absolute control of the party, including without limitation, any
      act
      of God, act of war, riot, earthquake, fire, explosion, natural disaster,
      flooding, embargo, sabotage, government law, ordinance, rule, regulation, order
      or actions. Either party desiring to rely upon any of the foregoing as an excuse
      for failure, default or delay in performance shall, when the cause arises,
      give
      to the other party prompt notice in writing of the facts which constitute such
      cause; and, when the cause ceases to exist, give prompt notice thereof to the
      other party. This Section 9.6 shall in no way limit the right of either party
      to
      this Agreement to make any claim against third parties for any damages suffered
      due to said cause. If any performance under this Agreement is postponed or
      extended for longer than sixty (60) calendar days Bank or Company may, by
      written notice, terminate the Agreement immediately.

    


    SECTION
      9.7
      -
Relationship
      of Parties

    


    Bank
      and
      Company agree they are independent contractors to each other in performing
      their
      respective obligations hereunder. Nothing in this Agreement or in the working
      relationship being established and developed hereunder shall be deemed or is
      intended to be deemed, nor shall it cause, Bank and Company to be treated as
      partners, joint ventures, or otherwise as joint associates for
      profit.

    


    SECTION
      9.8
      -
Regulatory
      Examinations and Financial Information

    


    Company
      agrees to submit to and cooperate fully and promptly with any examination that
      may be required by any Regulatory Authority, Bank auditors or Bank’s compliance
      personnel. Company shall also promptly provide to Bank any information, which
      may be reasonably required by any Regulatory Authority or Bank’s auditors or
      compliance personnel in connection with their audit or review of Bank or the
      Program. Company shall promptly furnish Bank, at Company's expense, with
      financial statements. Company shall also promptly provide such other information
      as Bank may from time to time request with respect to the financial condition
      of
      Company and such other information as Bank may from time to time request with
      respect to third parties retained by Company.

    


    Bank
      may
      require an annual operational audit of Company’s operations to be performed by
      the bank or a third party as designated by the Bank. All of expenses associated
      with the performance of such an operational audit shall be the sole
      responsibility of Company.

    


    SECTION
      9.9
      -
Governing
      Law

    


    This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the State of California. The parties hereby consent to service
      of
      process, personal jurisdiction, and venue in the state and federal courts in
      Palm Desert, California or Riverside County, California.

    


    SECTION
      9.10
      -
Survival
      and Severability

    


    All
      representations and warranties and terms of this Agreement herein shall survive
      any termination or expiration of this Agreement. In the event that any part
      of
      this Agreement is ruled by a court, Regulatory Authority (other than Bank),
      or
      other public or private tribunal of competent jurisdiction to be invalid or
      unenforceable, such provision shall be deemed to have been omitted from this
      Agreement. The remainder of this Agreement shall remain in full force and
      effect, and shall be modified to any extent necessary to give such force and
      effect to the remaining provisions, but only to such extent.

    


    SECTION
      9.11
      -
Successors
      and Third Parties

    


    Except
      as
      limited by Section 9.12, this Agreement and the rights and obligations hereunder
      shall bind, and inure to the benefit of the parties and their successors and
      permitted assigns. 

    


    SECTION
      9.12 - Assignments

    


    The
      rights and obligations of Company and Bank under this Agreement are personal
      and
      are not assignable either voluntarily or by operational law, without prior
      written consent from the Bank, provided that Company may transfer, assign,
      or
      dispose of its rights or obligations under this Agreement without Bank’s consent
      to a parent, affiliate, or subsidiary, or to any successor as a result of any
      merger, consolidation, or other corporate reorganization of such party or any
      sale of all of substantially all of the stock or assets of such
      party.

    


    SECTION
      9.13
      -
Notices

    


    All
      notices, requests, financial statements and approvals required by this Agreement
      shall be in writing and shall be deemed to have been duly given as follows:
      (i)
      upon receipt if personally delivered; or (ii) upon deposit in the mail, if
      sent
      by certified or registered mail, postage prepaid, return receipt requested,
      or
      by overnight carrier, addressed as indicated below, or at such other address
      of
      which the notifying party hereafter receives notice in conformity with this
      section.

    


    To
      Bank: Palm
      Desert National Bank  To
      Company: Morgan Beaumont, Inc.

    72-760
      El
      Paseo  
      6015
      31st Street East

    Palm
      Desert CA 92260  
      Bradenton, FL 34203

    Attention:
      Jim Tingey  Attention:
      Erik Jensen, President

    760-340-9693;
      Fax: 760-779-8576  941-753-2875
      Fax: 941-

    Email:
      jtingey@pdnb.com  Email:
      ejensen@morganbeaumont.com

    


     

    SECTION
      9.14
      -
Waivers

    


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

    


    Notwithstanding
      the generality of the foregoing, and for illustrative purposes only, Bank and
      Company shall not be deemed to have waived any of their respective rights as
      a
      result of any course of dealing or by its exercise or non-exercise of any right
      of approval or recommendation or supply of information, including without
      limitation, in the event that Bank has the right to review or approve any aspect
      of any Program and declines and/or does not for any reason exercise or opt
      to
      exercise that right. 

    


    SECTION
      9.15
      -
Entire
      Agreement and Amendments

    


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

    


    SECTION
      9.16
      -
Counterparts

    


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

    


    SECTION
      9.17 - Exclusivity

    


    The
      Program covered under this Agreement are exclusive to the Bank, to the extent
      that:

    


    (a)
       The
      Bank’s Capital to Deposit ratio remains within compliance guidelines, in which
      case bank will relinquish right of exclusivity; 

    


    (b)  The
      Bank
      permits Company to continue to honor any current sponsorship agreements for
      other programs.

    


    


    


    


    THE
      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      this
      Agreement is executed by the parties as of the date and year first above
      written.

    


    October
      25, 2006  PALM
      DESERT NATIONAL BANK

    Date

    By:
      /s/
      Jim Tingey

    


    Jim
      Tingey, Senior Vice President

    


    


    October
      24, 2006  MORGAN
      BEAUMONT, INC.

    Date

     

    By:
      /s/
      Jerry R. Welch

     

    


    Name
      and
      Title: Jerry
      R. Welch, Chief Executive Officer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      ADDENDUM
        TO 

      STORED
        VALUE PREPAID CARD SPONSORSHIP AGREEMENT

      


      


      THIS
        ADDENDUM TO STORED VALUE PREPAID CARD SPONSORSHIP AGREEMENT
        (the
“Sponsorship Agreement”) of October 20, 2006, is made this 10th
        day of
        November, 2006, by and between Morgan Beaumont, Inc. (“Company”), a Nevada
        corporation with its principal place of business located at 6015 31st
        Street
        East, Bradenton, FL 34203, and Palm Desert National Bank (“Bank”), a national
        banking association with its principal place of business located at 73-745
        El
        Paseo, Palm Desert, CA 92260, with reference to the following:

      


      RECITALS

      


      WHEREAS,
        Company
        and Bank entered
        into the Sponsorship Agreement which sets forth the terms
        whereby
        the Bank provides stored value prepaid card sponsorship to Company to make
        Cards
        available to its individual clients; and

      


      WHEREAS,
        To
        further clarify, append, revise and define various terms and conditions of
        the
        Sponsorship Agreement to wit the addition of;

      


      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and premises set forth below, and other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties agree as follows:

      
 

      AGREEMENT

      


      ARTICLE
        2 - DUTIES OF COMPANY

      


      SECTION
        2.2  Scope
        of Agreement

      


      The
        Parties agree to add Schedule A.1, as attached and made a part of this Addendum
        by reference to the Parties’ Sponsorship Agreement.

      


      


      SECTION
        2.23  Sponsorship
        Agreement in effect and defaults.
        

      


      Except
        as
        expressly set forth herein, the Sponsorship Agreement shall remain in full
        force
        and effect, and all of the provisions of the Sponsorship Agreement, including
        but not limited to all of the General Provisions of the Sponsorship Agreement,
        shall apply with full force and effect to this Addendum.
        Upon
        the
        occurrence of a default by a party of its obligations pursuant to the terms
        of
        either the Sponsorship Agreement or this Addendum, the non-defaulting party,
        at
        its sole and exclusive option, may declare that a default has occurred in
        both
        agreements, and the non-defaulting party may proceed to exercise any and
        all of
        its rights, powers and remedies under either or both of agreements, or otherwise
        at law or in equity. 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF,
        this
        Addendum is executed by the parties as of the date and year first above
        written.

      


      


      November
        10, 2006  PALM
        DESERT NATIONAL BANK

      Date

      By:
        /s/
        Jim Tingey 

      


      Jim
        Tingey, Senior Vice President

      


      


      November
        10, 2006  MORGAN
        BEAUMONT, INC.

      Date

      By:
        /s/
        Jerry R. Welch 

      


      Name
        and
        Title: Jerry
        R. Welch 

       Chief
        Executive Officer