CREDIT CARD TRANSACTION PROCESSING
                        AND SETTLEMENT SERVICES AGREEMENT

================================================================================


This "Agreement" is entered into by and between:

     1.   ASIA  PAYMENTS,  INC. ("API" or "Company") a United States corporation
          incorporated  in  the  State  of  Delaware  with its' principal office
          located  at:  704  N.  King  Street,  Suite 500, Wilmington, Delaware,
          U.S.A.,  and

     2.   E-CHARGE  USA  ("e-Charge"  or "Company"), a United States corporation
          with  its'  principle office located at: 444 Niu Street, Honolulu, HI,
          U.S.A.

API and Customer are referred to individually as the "party" or collectively as
the "parties."

     The  "Effective  Date"  of  this Agreement is ____________________________,
2004.


RECITALS

A.   API is in the business of developing computer system and software
     applications that enable acceptance, processing, clearing, and settlement
     of credit card payment transactions (the "Payment Processing System"). API
     provides Payment Processing Systems to merchants and financial institutions
     throughout Asia.

B.   API is a wholly owned subsidiary of Asia Payment Systems, Inc., (a public
     company in good standing with and reporting to the Securities Exchange
     Commission in New York, New York under the NASDAQ OTC Bulletin Board market
     trading symbol "APYM").

C.   Customer is a merchant whose business is in good standing.

D.   Customer desires to enter into an agreement with API for API to provide
     Payment Processing Services to Customer. This Agreement sets out the terms
     and conditions of the agreements of the parties.

CONSIDERATION.

     In consideration of the mutual covenants and conditions contained in the
     Agreement, the Parties agree as follows:


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Credit Card Transaction Processing and Settlement Services Agreement      Page 1
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SECTION 1:  DEFINITIONS


"Acquiring Bank" means Chase Merchant Services acquiring account # 451222652997.
 --------------

"API Hub" means a physical location established by API in Honolulu, Hawaii,
 -------
U.S.A. that will comprise premises, equipment, software and other necessary
elements for the sole purpose of performing Customer Transactions and related
obligations under this Agreement.

"Business Day" means Monday (0900 to 1700) to Saturday (0900 to 1300) but
 ------------
excluding bank holidays, public holidays, and typhoon affected days (where the
official signal number 8 is hoisted prior to 0900) in Hong Kong.

"API System" means API's proprietary operating systems and databases which
 ----------
enable acceptance and settlement of transactions involving Credit Cards and
provide a range of customer report data including, but not limited to, customer
and merchant transaction histories.

"Charge Back" means any refund (whether charge amounts, penalties, or fees) made
 -----------
to a customer of an Acquiring Bank after due inquiry.

"Charge Back Fees" The cost of processing a Charge Back as set out in SCHEDULE
 ----------------
1-FEES.

"Credit Cards" means any Visa, MasterCard, AMEX, JCB, Domestic China UnionPay,
 ------------
Diner's Club, Discover, or local proprietary Private Label card.

"Credit Card Issuers" means any bank or other financial institution that issues
 -------------------
the Credit Cards.

"Credit Card Transaction" means any transaction which generates Credit Card
 -----------------------
Transaction Data, and includes any transaction in which one party uses a credit
card to purchase goods or services as described on the printed or handwritten
sales record.

"Credit CardTransaction Data" means all sales capture and related transaction
 ---------------------------
data, including each Authorization, "Authorization Only," Authorization and
Sales Capture, Sales Capture, Disbursement, Refund, Credit, Charge Back, or Void
transaction

"Customer Account" means one or more accounts established and maintained between
 ----------------
Customer and Acquiring Bank for the settlement of Credit Card Transactions, in
such currencies as Customer may specify in writing.

"Customer Network" means the telecommunications and data network used by
 ----------------
Customer to transport Credit Card Transaction Data to the API Hub.

"Services" means the services identified in this Agreement that API is obligated
 --------
to perform for Customer.

"Service Fees" means the fees to be paid to API by Customer as set out in
 ------------
SCHEDULE 1-FEES.


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"Third Party Transaction Fees" means the customer processing fee and all fees
 ----------------------------
associated with processing U.S. Dollars, YEN, or other currency transactions
that Customer would otherwise be liable to pay to third parties, including but
not limited to, Acquiring Banks.


SECTION 2:  OBLIGATIONS OF API

During the Term of this Agreement and any period of renewal or extension to this
Agreement, API agrees to perform the following:

2.01 Services.  API  shall  perform  the  following  Services:
     --------

     a.   Maintain  and  administer  the  Chase  Merchant  Services  account
          (#451222652997) which is currently owned by e-Charge USA for Customer.

     b.   Inform  Customer  in writing (which may include by facsimile or email)
          the  locations  to  which  Credit  Card  Transaction  Data  must  be
          transmitted,  any  necessary  passwords,  the  format  of the data and
          giving  Customer  such  information  as  it  may require or reasonably
          request  to  process  Credit  Card  Transactions.

     c.   Process  the  Customer's  Credit  Card  Transactions  in the following
          manner:

          1.   API shall review the accuracy of the Credit Card Transaction
               Data.

          2.   API shall timely process all Credit Card Transaction Data in such
               currencies as agreed between the parties.

          3.   API shall forward all Credit Card Transaction Data to the
               Acquiring Bank(s) established by API for customer or designated
               by Customer for settlement and payment.

     d.   Remit all transactions to Customer within five (5) business days after
          receipt by API of the first settlement notices from the Acquiring Bank
          for Customer Transactions, after deducting any Service Fees, Third
          Party Transaction Fees, and Charge Back Fees.

     e.   Periodically provide customer reports. Reports may include:

          1.   Customer  and  merchant  transaction  histories.

          2.   Reports  issued  by  an Acquiring Bank including, but not limited
               to:  (a)  Credit  Card  Accounts;  and  (b)  Charge  Backs.

     f.   In relation to Charge Backs, API shall provide to Customer written
          notice (which may include by facsimile or email) of any Charge Backs,
          the reason for the Charge Back and details of all corresponding
          suspense accounts and other relevant information (as they become
          available) from an Acquiring Bank. API


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Credit Card Transaction Processing and Settlement Services Agreement      Page 3
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          may require a chargeback reserve should the Acquiring Bank providing
          such services so require or should the number of charge backs become
          unreasonably excessive and shall in such case provide copies of
          correspondence from the Acquiring Banks that request such a reserve.

     g.   Periodically (at least once per year) negotiate in good faith to
          minimize Third Party Transaction Fees for the benefit of Customer.

2.02 Service Level Commitment. API Services shall, during any calendar month,
     ------------------------
     shall be available be no less than ninety-eight percent (98%) of the time
     (based on 24 hours per calendar day), save for scheduled maintenance or
     scheduled downtime ("Maintenance"), or failure of any of Customer's
     equipment that is not due to any intentional or negligent act or omission.
     Notice of any Maintenance will be provided in writing (which may include
     facsimile or email) to Customer, at least seven (7) calendar days prior to
     the contemplated event. Maintenance will be carried out and completed using
     all reasonable haste.

2.03 Pay Own Costs to Comply With this Agreement. Company will be liable for all
     -------------------------------------------
     of its own costs and expenses as may be necessary to incur from time to
     time in order to comply with its obligations in this Agreement.


SECTION 3:  OBLIGATIONS OF CUSTOMER

During the Term of this Agreement and any period of renewal or extension to this
Agreement, Customer agrees to do the following:

3.01 Customer Network. With respect to the Customer Network, Customer agrees to:
     ----------------

     a.   Install a fully functional Customer Network.

     b.   Maintain the Customer Network to provide API with all Credit Card
          Transaction Data related to all Customer's Credit Card Transactions.

3.02 Communicate Transaction Data. Customer agrees to transmit all Credit Card
     ----------------------------
     Transaction Data to the API Hub in a form acceptable to API by way of the
     Customer Network in a timely manner.

3.03 Processing Instructions. Customer will provide written instructions to API
     -----------------------
     as to which Credit Card Transactions are to be processed by API and in
     which currencies and in which jurisdictions as Customer may require.

3.04 Payment of all Fees. Customer agrees to pay:
     -------------------

     a.   All Implementation Fees, Service Fees, Charge Back Fees, Other Service
          Fees, and Taxes (as set out in SCHEDULE 1-FEES) when due.


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     b.   Customer agrees that API may deduct such fees from any amounts due to
          Customer. Further, interest of twelve percent (12%) shall accrue on
          all unpaid fees not paid on or before the due date.

3.05 Payment of all Charge Backs.  Customer agrees to pay:
     ---------------------------

     a.   all Charge Backs when due.

     b.   all other fees or expenses imposed by any bank or other third party
          related to any Charge Back.

3.06 Preservation of Records. Customer must securely preserve for not less than
     -----------------------
     one year: (a) an original paper copy or microfilm copy of each and every
     credit card sales transaction recording customer signature and authorizing
     Customer to process a corresponding Credit Card Transaction; and (b) copies
     of any original documents provided by Customer to API pursuant to a Credit
     Card Transaction.

3.07 Pay Own Costs to Comply With this Agreement. Customer will be liable for
     -------------------------------------------
     all of its own costs and expenses as may be necessary to incur from time to
     time in order to comply with its obligations in this Agreement.


SECTION 4:  TERM AND TERMINATION

4.01 Initial Term of this Agreement. The term of this Agreement shall be for a
     ------------------------------
     period of One (1) YEAR (the "Initial Term") from the Effective Date, unless
     terminated sooner for a reason of Default, as described below, or by
     agreement of the Parties.

4.02 Automatic Renewal. After the Initial Term, the term of this Agreement will
     -----------------
     be automatically extended and continue for continuous successive terms of
     one (1) year (individually referred to as "Successive Term"), until either
     Party gives the other written notice of termination.

     a.   Unless otherwise agreed by the Parties in writing, the terms of the
          Agreement shall remain the same in each Successive Term.

     b.   Any notice of termination must be provided at least ninety (90) days
          prior to the end of the Initial Term or then current Successive Term.

4.03 Termination By Agreement. The Parties agree that this Agreement may be
     ------------------------
     terminated at any time by mutual written agreement.

4.04 Termination for Default. In the event of a breach of any obligation of
     -----------------------
     either Party under this Agreement (an event of "Default"), the Non
     Defaulting party shall notify the Defaulting party in writing of the
     specific nature of the Default and shall request that the Default be cured.
     If Defaulting party does not cure the Default within Thirty (30) days of
     the notice, the Non Defaulting party may immediately terminate this
     Agreement.


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Credit Card Transaction Processing and Settlement Services Agreement      Page 5
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     a.   During any period of default related to payment of Fees by Customer,
          API reserves the right to terminate Services until the Default is
          cured to the API's satisfaction.

4.05 Automatic Termination. This Agreement will automatically be terminated on
     ---------------------
     any of the following conditions:

     a.   Bankruptcy. In the event that either party becomes insolvent or is
          -----------
          declared bankrupt, or makes an assignment for the benefit of
          creditors, or in the event that a receiver is appointed or any
          proceeding is demanded by, for or against either party under any
          provisions of the federal Bankruptcy Code.

4.06 Effect of Termination. Should the Agreement terminate for any reason,
     ---------------------
     Customer agrees to immediately discontinue using API's Services and return
     any of API's property to API. Further, Customer agrees to pay API all
     amounts still due for Services provided Customer.


SECTION 5:  INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

5.01 Intellectual Property. For the purposes of the Agreement, "Intellectual
     ---------------------
     Property" of the parties includes all patents, trademarks, service marks,
     copyrights, and other proprietary technical information associated with the
     party or its products or services, whether now existing or created in the
     future.

5.02 Ownership of Intellectual Property. All Intellectual Property of either
     -----------------------------------
     party which is provided to the other party in the course of performing any
     obligations under this Agreement shall continue to belong to the disclosing
     party.

5.03 Confidential Information. For the purposes of the Agreement, "Confidential
     ------------------------
     Information" means all proprietary, secret, confidential information, or
     data relating to Company, its operations, employees, services or customers
     that is disclosed in writing, orally, or by drawing or other form.

     a.   Terms of Nondisclosure. Customer acknowledges that Customer may
          ----------------------
          receive Confidential Information in connection with the Agreement and
          the performance of Services. Customer agrees:

          1.   to maintain Confidential Information in strict confidence and not
               to disclose any Confidential Information to any third party
               during the term of this Agreement or anytime after the
               termination of this Agreement.

          2.   Customer will not use any Confidential Information for any
               purpose other than for the performance of the rights and
               obligations under this Agreement during the term of this
               Agreement, without the prior written consent of the Company.


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          3.   that Confidential Information shall remain the sole property of
               Company and that it will take all reasonable precautions to
               prevent any unauthorized disclosure of Confidential Information
               by its employees. No license shall be granted by the disclosing
               party to the receiving party with respect to Confidential
               Information disclosed unless otherwise expressly provided in this
               Agreement.

          4.   to return copies, notes or other materials in other tangible
               forms containing any portion of the Confidential Information upon
               request by the Company.

          5.   if requested, to secure a signed confidentiality agreement from
               any person under Customer's control who comes in contact with
               such Confidential Information.

     b.   Exclusions. Customer shall have no obligation concerning any portion
          ----------
          of Confidential Information that:

          1.   was known to Customer before the receipt of such Confidential
               Information from the Company;

          2.   was lawfully obtained by Customer from sources other than Company
               under no obligation of confidentiality;

          3.   lawfully was or becomes publicly known or available prior to
               disclosure other than as a result of an act or failure to act by
               Customer; or

          4.   is required to be disclosed by Customer by applicable law or
               legal process, provided however, that Customer shall give Company
               prior notice of any such disclosures sufficiently in advance to
               enable Company to obtain a protective order and shall limit
               disclosure to only the information required to be disclosed by
               law.

     c.   Publicity. Neither party shall disclose any of the specific terms of
          ---------
          this Agreement to any third party without the prior written consent of
          the other party, which consent shall not be withheld unreasonably

5.04 Information Remains the Property of Company. Any specifications, drawings,
     -------------------------------------------
     sketches, models, samples, tools, computer or other apparatus programs or
     codes, technical or business information or data, field trial results
     and/or reports, written, oral or otherwise (collectively "Information")
     furnished to Customer under the Agreement or in contemplation of the
     Agreement, shall remain the property of Company. All copies of the
     Information, in written, graphic or other tangible form, shall be returned
     to Company at Company's request.


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5.05 Preservation of Marks. Nothing in this Agreement creates in a party any
     ---------------------
     intellectual property rights in the Marks of the other party. For purposes
     of this Agreement, the capitalized term "Marks" means corporate or trade
     names, logos, trademarks, patents, copyrights, service marks, or other
     symbols that serve to identify and distinguish a party or its products from
     its competitors.


SECTION 6:  LIMITATION OF LIABILITY, DISPUTE RESOLUTION, & GOVERNING LAW

6.01 Indemnification. Each party ("First Party") shall indemnify and hold the
     ----------------
     other party ("Second Party") harmless from: any (1) claims by, and (2)
     damages awarded to, any third party for any alleged acts, omission, or
     breach of the First Party, including any claim for infringement on the
     third party's intellectual property rights. The First Party also agrees to
     pay all costs (including without limitation attorneys fees, court costs,
     and costs of investigation) reasonably incurred by the Second Party in
     defending such claim.

6.02 Limitation of Liability. The liability of Company shall be limited to, at
     -----------------------
     the option of Company, performance of any Services which were not performed
     or the refunding of any money paid to Company for performance of such
     Services. If Company is liable to Customer for any matter arising out of or
     relating to the negotiation, formation, performance or non-performance of
     this Agreement, whether based on an action or claim in contract, equity,
     negligence, tort, or otherwise, Company shall not be liable for any damages
     sustained by Customer exceeding the total amounts paid to Company by
     Customer for Services under this Agreement.

6.03 Dispute Resolution. Each party will make reasonable best efforts to
     ------------------
     amicably resolve any disputes or claims under this Agreement among the
     parties. The parties shall attempt in good faith to resolve any dispute
     between them promptly by negotiation between the parties' executives.
     Either party may send the other a request to negotiate.

     a.   If negotiation does not result in resolution within thirty (30) days
          from the request to negotiate, the parties agree to submit the dispute
          to nonbinding mediation. Either party may make a request for
          mediation. The mediation must occur within ninety (90) days of the
          request for mediation.

     b.   Should any dispute not be resolved by mediation within the time period
          set out for mediation (whether a mediation occurs or not), then either
          party may file a petition for arbitration. The arbitration must occur
          within one hundred eighty (180) days of the request for mediation.
          Arbitration shall be conducted by a single arbitrator and be binding
          on all parties to the arbitration. The rules for arbitration shall be
          governed by the procedures set out by the American Arbitration
          Association. Judgment upon any award rendered by the arbitrator may be
          entered by any court having jurisdiction over the parties.

     c.   Any mediator or arbitrator shall be selected by mutual agreement of
          the parties, and the cost charged by any mediator or arbitrator shall
          be divided equally among the parties. Any arbitrator must be a member
          of the American Arbitration


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          Association. Any mediation or arbitration shall take place in the
          State of Hawaii, U.S.A. and shall be conducted in English.

     d.   These procedures will apply to any and all disputes that may arise
          between the parties or between their respective principals, officers,
          directors, employees, agents, subsidiaries, parents, predecessors,
          successors, assigns, heirs or related entities.

6.04 Governing Law. This Agreement will be interpreted and enforced in
     -------------
     accordance with the laws of the United States of America. Venue for any
     claims shall be the State of Hawaii, U.S.A.


SECTION 7:  NOTICES

7.01 Notices. Any notice or request required or permitted to be given to any
     --------
     party shall be given in writing and shall be: (a) hand delivered or (b)
     conveyed by courier, such as DHL, Federal Express, or United Parcel
     Service, or to the party. The address for delivery of any notice shall be
     the address for the party in this Agreement, or at such other address as
     such party may designate by written notice to the other party to this
     Agreement given in conformity with this paragraph. Notice shall be
     effective the date it is deposited in the mail or given to a third party to
     deliver to the recipient, whether or not the recipient signs for or accepts
     such notice.


SECTION 8:  GENERAL PROVISIONS

8.01 Independent Relationship Between the Parties. The relationship created
     --------------------------------------------
     under this Agreement is strictly limited to the relationship of buyer and
     seller for the sale of services. This Agreement does not create any agency,
     franchise, joint venture, partnership or other similar legal relationship
     between the parties.

8.02 Authorization. The individuals executing this Agreement warrant that they
     -------------
     have the authority to execute this Agreement as authorized agents and with
     full authority of any entity which such individual represents, and that the
     execution of this Agreement does not violate any applicable bylaws,
     regulations, operating agreement, rules or other resolution of such entity.

8.03 Incorporation of Related Documents. All exhibits, schedules, attachments
     ----------------------------------
     (including legal descriptions), and other instruments referred to in this
     Agreement are incorporated into this Agreement as completely as if they
     were copied verbatim into the body of it.

8.04 Complete Agreement. This instrument contains all of the agreements,
     ------------------
     representations, and conditions made between the parties. No
     representation, promise, inducement, or statement of intention has been
     made by or on behalf of either party which is not set forth in this
     Agreement. Neither this Agreement nor any of its provisions may be amended
     or modified other than by an instrument in writing signed by the parties.


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8.05 Further Assurances. Each party to this Agreement agrees to perform any
     ------------------
     further acts and to execute and deliver any further documents that may be
     reasonably necessary to carry out the provisions of this Agreement.

8.06 Assignment,Binding Effect on Successors And Assigns. The parties shall not
     ---------------------------------------------------
     assign or transfer this Agreement, in whole or in part, or any right or
     obligation under this Agreement to any third party without the prior
     written consent of the other party. Subject to the foregoing, this
     Agreement and the parties' rights and obligations shall be binding upon and
     inure to the benefit of the parties and their respective successors and
     assigns.

8.07 Divisible Agreement. If any section or clause is found invalid or
     --------------------
     unenforceable, the remainder of this Agreement shall be enforceable.

8.08 Binding Effect - Successors And Assigns. Each and every one of the terms,
     ---------------------------------------
     conditions, and covenants contained in this Agreement shall extend to, be
     binding upon, and inure to the benefit of the parties and their respective,
     successors, and assigns.

8.09 No Third Party Beneficiaries. Neither this Agreement nor any other
     ----------------------------
     agreement contemplated in this Agreement shall be deemed to confer upon any
     person not a party to this Agreement any rights or remedies contained in
     this Agreement.

8.10 Limitation of Liability. Neither party shall be responsible for any debt,
     -----------------------
     loss, contract, or other obligation of the other party (including any
     obligation to any taxing authority), except as provided in this Agreement.

8.11 Force Majeure. Either party shall not be liable to the other for failure to
     -------------
     perform any part of this Agreement, except for any due payment obligation,
     when such failure is due to fire, flood, strikes, labour troubles or other
     industrial disturbances, inevitable accidents, war (declared or
     undeclared), embargoes, blockages, legal restrictions, governmental
     regulations or orders, riots, insurrections, or any cause beyond the
     control of such party ("Event"). The party so prevented from performance
     shall, however, use diligent efforts to resume performance.

     If any Event lasts for more than thirty (30) calendar days from the date of
     its occurrence, and that event prevents either party from performing all or
     part of its material obligations during that period, either party may
     terminate this Agreement by giving not less than fourteen (14) days notice
     to the other party.

8.12 Failure to Enforce Not Waiver. The failure of a party at any time or from
     -----------------------------
     time to time to require performance of any of another party's obligations
     under this Agreement shall in no manner affect the party's right to enforce
     any provision of this Agreement at a subsequent time, or constitute a
     waiver by the party of any right arising out of any subsequent breach.

8.13 Drafting. The normal rule of construction to the effect that any
     --------
     ambiguities are to be


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<PAGE>
     resolved against the drafting party shall not be employed in the
     interpretation of this Agreement or any exhibits or amendments to the
     Agreement.

8.14 Counterparts / Acceptance By Electronic Delivery. This Agreement may be
     ------------------------------------------------
     executed in multiple counterparts, each of which shall be deemed an
     original, and all of which together shall constitute one and the same
     instrument. The parties agree that original signatures will not be required
     to effectuate the terms of this Agreement. This Agreement may be executed
     and the terms of which fully accepted by either party by delivering an
     electronic form of this Agreement to the other party and indicating in the
     body (e.g. by signing) of the electronic delivery format that the enclosed
     Agreement has been accepted by the delivering party. Examples of electronic
     delivery include but are not limited to: facsimile transmission (but do not
     include e-mail delivery). A copy of this Agreement has the same force and
     effect as the original.





     SIGNED on ___________________________________________, 2004.


________________________________
e-Charge USA                         Asia Payments, Inc.
By:                                  By:


________________________________     ____________________________________
Name:                                Name:  Matt Mecke
Title:                               Title: President & CEO


Address:                             Address:
e-Charge USA                         Asia Payment Systems, Inc.
444 Niu Street                       800 5th Avenue #4100
Honolulu, Hawaii                     Seattle, Washington 98104
United States                        United States
Fax:                                 Fax: 1-206-470-1150


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Credit Card Transaction Processing and Settlement Services Agreement     Page 11
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                             SCHEDULE 1-SERVICE FEES


During the Term of this Agreement and any period of renewal or extension to this
Agreement, Customer agrees to pay API, in U.S. Dollars ("USD") unless otherwise
specified, the following:

1.   Initial Implementation Fee. Customer agrees to pay API USD $      0.00
     --------------------------                                  ---------------
     to  establish  an  API  Hub  for  Customer's  benefit.  This  fee  shall be
     deemed  earned  if  the  system  has been successfully tested by procession
     Credit Card Transaction Data at one or more locations.

2.   Service Fees. The following which are collectively referred to as "Service
     ------------
     Fees:"

     a.   Per Transaction Fee. Customer agrees to pay API USD $0.50 cents per
          -------------------
          transaction for each Credit Card Transaction sent to API by or related
          to Customer.

     b.   Percentage of Gross Sales. Customer agrees to pay API half of one
          -------------------------
          percent (0.50%) of daily gross credit card sales processed by API for
          Customer into the Chase Merchant Services credit card merchant account
          (#451222652997).

3.   Charge Back Fees. The greater of the actual cost to API or USD $25.00 per
     ----------------
     occurrence, plus any related Credit Card Transaction fees.

4.   Other Service Fees. Customer agrees to pay API for all other services
     ------------------
     provided by API, apart from the Services set out in this Agreement. All
     other services will be charged at the rate of USD $150.00 per hour. In
     addition, the other services fees include all out of pocket expenses
     incurred by API.

     a.   Out of Pocket Expenses. Additionally, Customer agrees to reimburse API
          ----------------------
          for any travel and out of pocket expenses reasonably incurred by API
          or API personnel, unless otherwise agreed in writing by the parties.
          Other services include: hosting, customisation or additional
          development work, ongoing maintenance and training. In API will:

          1.   obtain Customer's prior written approval for all individual
               travel expenses exceeding USD $2,000.00 and individual out of
               pocket expenses exceeding USD $150.00;

          2.   incur such expenses in good faith in the course of API performing
               its obligations under this Agreement; and

          3.   furnish original documentary evidence, such as receipts, with any
               corresponding invoice.


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<PAGE>
     Upon receiving a written request for "Other Services" from Customer,
     Company will return an estimate of charges along with relevant information.
     Customer will agree to "Other Services estimate and will sign such estimate
     and return to Company prior to Company undertaking any such services.

5.   Taxes. Additionally, Customer agrees to pay all sales taxes, value added
     -----
     taxes and goods and services taxes assessed by any governmental entity for
     charges related to API's services.

6.   Application of Services Fees. The Service Fees will apply equally for
     ----------------------------
     Yen-to-Yen transactions as well as Yen-to-USD transactions or any other
     currency-to-currency transaction.


     SIGNED on ___________________________________________, 2004.


________________________________         _______________________________
e-Charge USA                             Asia Payments, Inc.
By:                                      By:


________________________________         ____________________________________
Name:   ______________________           Name:     ________________________
Title:  ______________________           Title:    ________________________


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