SERVICE AGREEMENT


This  Services  Agreement (the "Agreement") is made as of December 14, 2004 (the
"Effective  Date")  by  and  between  Asia  Payment  Systems,  Inc.,  a  Nevada
corporation,  having  a  principal  place  of  business at 800 5th. Avenue #4100
Seattle,  WA  98104  USA  ("API")  on  the  one  hand,  and  Max to One, a Tokyo
corporation  having  its  principal  place  of business at 7F, Lapiross Roppongi
Bldg.,  6-1-24,  Roppongi,  Minato-ku,  Tokyo,  Japan ("MTO"), on the other hand
(each  a  "party"  and  collectively  the  "parties"),  as  follows:

ARTICLE 1      PURPOSE.

The  purpose of the Agreement is to realize the transmission of card transaction
data  for  both  authorization  and settlement between API and MTO merchants set
forth  in the Statement of Work attached hereto as Exhibit "A" ("Services").  It
is  the  intent  of  both  parties  that  MTO  will  provide Sales and Marketing
activities  in  Japan  for  the  purpose of processing the transactions from MTO
Sales/Marketing  efforts in Japan to Asia Pay for processing of credit card (and
debit card where applicable) transactions.

ARTICLE 2      RESPONSIBILITY.

Both Parties shall cooperate on a timely basis and perform activities to fulfill
its  obligations  and  responsibilities  under this Agreement. In addition, each
party  shall  be  responsible  for  the  following:

     2.1. API's  responsibility

          a.   Transmission  of  credit  transaction  data  (authorization  and
               settlement)  generated  at  the  merchants  utilizing  POS system
               authorized  by  API  to  the  network operated by GP Net for data
               transmission  between  merchants  and  card  issuers/acquirers
               ("GPNET").

          b.   Other related services deemed necessary.

     2.2. MTO's  responsibility

          a.   "Acquisition"  as  an  acquiring  agent  of merchant accounts via
               Sales  and  Marketing  efforts  in  Japan such that MTO merchants
               will  subsequently  transmit  sales  transactions to Asia Pay for
               processing and settlement.

          b.   MTO  will  further provide advice and support to MTO merchants on
               an  ongoing  basis  and  will  be  the  first line of contact for
               issues  or  questions  from  MTO  merchants  as  to  processing
               capabilities and applications.

          c.   Other related services deemed necessary.

ARTICLE 3      PRIVACY AND INFORMATION SECURITY.

The  parties  acknowledge  and  agree that transaction data includes information
that  is  subject  to


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applicable  law  related  to  the  use  of  transaction  data, including the Law
Concerning  the  Protection  of  Private Information and associated regulations.
Parties  shall  not  use transaction data, nor shall it duplicate or incorporate
transaction  data  into  its  own  records  or  databases,  except to the extent
necessary to perform the services and its other obligations under the Agreement.

ARTICLE 4      CONFIDENTIALITY.

     4.1. MTO  shall  not  disclose  any  confidential information of API to any
third parties other than directors, executives, employees, agents, affiliates or
subsidiaries  of MTO, or use any such information for any purpose other than for
the  purpose of performing the Services. MTO shall maintain any such information
in  confidence  using  the  same  degree  of care as it takes to protect its own
confidential  and  proprietary  information of similar type and value, but in no
event  less  than  a  reasonable  degree  of  care.

     4.2. "Confidential  Information,"  as  used herein shall mean any technical
and  commercial information, patent, copyright, computer programs, trade secret,
business  models,  know-how  and  processes  of  the  disclosing  party which is
disclosed  hereunder  in  tangible form and prominently marked "confidential" or
"proprietary"  or  disclosed  orally,  provided such disclosure is identified as
"confidential"  or  "proprietary"  and  subsequently  described  in  writing and
delivered  to  the  receiving  party within thirty (30) days of oral disclosure.

     4.3. API  shall  not disclose to any third parties Confidential Information
of  MTO acquired through receiving the Services, or use such information for any
purpose  other  than  the  transaction contemplated hereunder, without its prior
written  consent.

     4.4. The  obligations  provided  in  this  article  shall  not apply to the
information  that (i) is owned or possessed by the receiving party without owing
any  obligations  to keep it in confidence, (ii) is legitimately acquired from a
third  party  without  owing  any obligations to keep it in confidence, (iii) is
independently  developed  without  reference  to  information  provided  by  the
disclosing  party,  (iv) is of public domain prior to the date of this Agreement
or  subsequently  becomes public domain through no fault of a receiving party or
(v) is provided without being marked or identified as confidential in accordance
with  the  second  paragraph  of  this  article.

     4.5. Upon  termination or expiration of this Agreement, the receiving party
shall, at the selection of the disclosing party, return all documents, materials
and  any other media containing Confidential Information to the disclosing party
or  destroy  them.

ARTICLE 5      LIMITATION OF LIABILITY.

In  no  event  shall either party hereto be liable to any other party hereto for
any  special, indirect, consequential, punitive or incidental damages (including
but  not limited to damages for loss of profits) arising out of or in connection
with this Agreement, regardless of forms of action, whether by contract, tort or
otherwise,  even  if  it  was  or  should  have  been  aware  or  advised of the
possibility  of  such  damages.


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<PAGE>
ARTICLE 6      FORCE MAJEURE.

     6.1. Neither  party  shall  be  liable  for  any  default  or  delay in the
performance of its obligations under this Agreement (i) if such default or delay
is  caused,  directly  or  indirectly,  by  fire, flood, earthquake, elements of
nature  or  acts of God or any other cause beyond the reasonable control of such
party;  and  (ii) provided the non-performing party is without material fault in
causing  such  default  or  delay  and such default or delay could not have been
prevented  by  reasonable  precautions.  In such event, the non-performing party
shall  be excused from further performance or observance of the obligation(s) so
affected  for  as long as such circumstances prevail and such party continues to
use  its  best  efforts  to recommence performance or observance whenever and to
whatever  extent possible without delay. Any party so delayed in its performance
shall  immediately  notify the party to whom performance is due by telephone (to
be  confirmed  in  writing within two (2) business days of the inception of such
delay)  and  describe  in  reasonable  detail the circumstances surrounding such
delay.

     6.2. If  any  event under Section 7.1 substantially prevents, for more than
thirty  (30) consecutive days, the performance of the Services necessary for the
conduct of those business functions, at its option, either party may elect, by a
written  notice,  to  terminate  this  Agreement  without liability to the other
party.

ARTICLE 7      TERM OF AGREEMENT.

The  term  of  this  Agreement  shall become effective on December 14, 2004, and
shall  remain  in  effect  for  a  period of 3 (three) years from such date, and
thereafter  shall  be  automatically  extended for successive periods of 1 (one)
year  each, unless either party shall have otherwise notified to the other party
in  writing at least six (6) months prior to the expiry of this Agreement or any
extension  thereof.

ARTICLE 8      TERMINATION.

     8.1. Termination  by Breach.  In the event of any material breach by either
party  hereto  (the  "defaulting party"), and if such breach is rectifiable, the
defaulting  party's failure to rectify such breach within thirty (30) days after
the other party hereto (the "non-defaulting party") giving written notice to the
defaulting  party,  the  non-defaulting  party  may  immediately  terminate this
Agreement  by  giving  written  notice  to  the  defaulting  party.

     8.2. Upon  written notice to the defaulting party, the non-defaulting party
may  immediately terminate this Agreement at any time upon the occurrence of any
or  more  of  the  following  events:  (i) attachment, provisional attachment or
provisional  disposition,  or  commencement  of  any proceedings for bankruptcy,
civil  rehabilitation, corporate rehabilitation, corporate adjustment or special
liquidation;  (ii)  dishonor  of  notes  or  checks,  or  disposition to suspend
transactions  with  banks is announced by the clearing house; (iii) announcement
of  default  of  tax payments due; (iv) suspension of payment, (v) suspension of
business or (vi) material change in the majority shareholders in or control over
one  party.


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<PAGE>
ARTICLE 9      ASSIGNMENT AND DELEGATION.

Neither  party  shall assign or transfer this Agreement or its rights under this
Agreement  without  prior  written  consent  by  other  party.

ARTICLE 10     INDEPENDENT CONTRACTOR.

The  relationship established between the parties is and shall always be that of
an  independent  contractor,  and nothing herein contained shall be construed to
give  to  either party any right as an employee, agent, partner or joint venture
for  or with the other party or to entitle either party to control in any manner
the  conduct  of  the  other  party's  business.

ARTICLE 11     ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between the parties hereto as to
the  subject  matter  of  this Agreement and shall supersede any written or oral
discussion  or  any other agreement between the parties concurrent with or prior
to  the  date  of  this  Agreement.

ARTICLE 12     GOOD FAITH DISCUSSION.

Both  parties  shall  discuss in good faith and exert best efforts to settle any
disputes  amicably  as to the matters not provided for herein or any doubt as to
interpretation  of  the  provisions  of  this  Agreement.

ARTICLE 13     DISPUTE RESOLUTION.

Any dispute arising out of or in connection with this Agreement shall be settled
by  arbitration, unless such dispute is not resolved in good-faith discussion as
provided  in  the  preceding  article.  The  arbitration shall be held in Tokyo,
Japan,  in  accordance  with  the  laws of Japan.  The award of such arbitration
shall  be  final  and  binding  upon  the  parties  hereto.


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<PAGE>
                                     EXHIBIT
                                Statement of Work

MTO Service
-----------

1.   Sales and Marketing.

MTO  will  provide  all  sales  and  marketing  activities necessary in Japan to
provide  merchant  acquiring  agreements  such  that  all  credit  card  sales
transactions  from  such  merchants  will  be  processed  by  Asia  Pay.

2.   Merchant Support.

MTO  will  provide  all  MTO  merchants  with customer service and support on an
ongoing  basis  to ensure MTO merchants continue to use and upgrade the services
offered  by  current and future credit card transaction applications provided by
Asia  Pay.

3.   Minimum Volume Commitment.

MTO  will  commit to provide a sales volume per month which will be processed in
Japan  by Asia Pay.  Both parties are to agree upon a volume commitment from MTO
which  will  be  committed  to  as  part  of  a  follow  on  agreement.


API Service
-----------

Transmit  card  transaction  data  for  authorization and settlement to GPNet in
accordance  with  the  format  provided  in  GPNet  Document.

API  will  provide MTO with an exclusive merchant sales opportunity for a period
of 12 months which will begin March 1, 2005.  During this 12 month period, other
than  enquiries  received by GP Net and e-Lux Corporation of Japan, API will not
cooperate  with  and  will not accept sales or marketing arrangements for future
credit  card transaction processing business on an agency basis from any firm in
Japan  other  than  MTO.


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<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement.

AGREED AND ACCEPTED:                    AGREED AND ACCEPTED:

MATT MECKE                              KATSUYA HAYASHI



____________________________________    ____________________________________
Authorized Signature                    Authorized Signature


Matt Mecke                              Katsuya Hayashi

____________________________________    ____________________________________
Name (Typed or Printed)                 Name (Typed or Printed)

President & CEO                         President & CEO


____________________________________    ____________________________________
Title                                   Title


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<PAGE>
                                    ADDENDUM

Further  to  the  Agreement  entered  on  August  28, 2004, between Asia-Payment
Systems,  Inc.  (hereafter  "API") and GP Network Corporation (hereafter "GPN"),
both  parties  hereby  agree  as  follows:

1.   API  and  GPN  share  the  common  goal,  i.e.  to  increase  volume  of
     transactions  delivered  from  merchants  to  acquirers/issuers  through
     connections established between API and GPN.

2.   API  shall  transmit  card  transaction  data  for  authorization  and
     settlement  to  GPN  through  an IP gateway connection utilizing the TCP/IP
     Link  Software  Package  (hereafter  referred  to  as  "CAPS"  developed in
     accordance with the message format specified by GPN.

3.   Both  parties  acknowledge  that:

     (a)  API  is  committed  to  expand  the  customer  base  deploying  IP
          solutions  developed by API in Japan, and that API shall transmit card
          transaction  data  to GPN from multiple merchants through the existing
          CAPS connection;

     (b)  GPN  shall  work  closely  with  API  to  ensure such card transaction
          data  is delivered to appropriate card issuers/acquirers in accordance
          with local rules and practices.

4.   In  order  to  achieve  the  common  goal, GPN shall operate and maintain 1
     (one)  set  of  CAPS  for exclusive use by API. In addition, GPN shall take
     full responsibility of all maintenance and updating of CAPS.

5.   In  lieu  of  performing  the  services  associated  with  CAPS,  GPN shall
     charge API a monthly service fee as described in the attached fee schedule.

6.   GPN  shall  reserve  its  rights  to  negotiate  with  API  for  data
     transmission  fees on the transactions generated by CAPS users that API may
     bring in.

7.   Expenses  related  to  the  use  of  telecommunication lines, regardless of
     type  of  lines,  which access GPN's backbone network shall not be borne by
     GPN.  The  market  practice  in Japan is that the parties transmitting to a
     payment  network  company's  backbone  will  incur  such  telecommunication
     expenses.

8.   Both  parties  shall  resolve  any  technical  issues  before  the intended
     service  launch  when API brings new merchants who are deploying the API IP
     solution.  The  transaction  data  from  each  merchant through API must be
     formatted  as  required  by  GPN  in  order  for GPN to identify from which
     merchant each transaction has originated.

          In witness whereof, the parties have executed this addendum.


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<PAGE>
Date:
January 27, 2005


Signed:
Asia Payment Systems Inc.


____________________________________
Matt Mecke




GP Network Corporation


____________________________________
Hitoshi Kondo


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