DATED     May 1, 2004
                              ---------------------



                                DFS OKINAWA K.K.

                                       AND

                               ASIA PAYMENTS, INC.



                  ____________________________________________


                             SYSTEM DEVELOPMENT AND
                               SERVICES AGREEMENT

                  ____________________________________________




                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
THIS  AGREEMENT  is  made  as  of  May  1,  2004  ("Effective  Date")

BETWEEN:

(1)  DFS  OKINAWA  K.K.  a  Japanese  corporation  ("DFS");  and

(2)  ASIA  PAYMENTS,  INC.,  a  Delaware  corporation  with its principal office
     located  at  704  N.  King  Street  Suite  500, Wilmington, Delaware, U.S.A
     ("API").

WHEREAS:

(A)  API  is  in  the  business  of  developing  computer  system  and  software
     applications  enabling  acceptance  and  settlement  of credit card payment
     transactions;  and

(B)  DFS and API desire to enter into a business relationship pursuant to which,
     among  other  things,  API  will  develop  a  system  according  to  DFS
     specifications  and guidelines to authenticate credit card payment by DFS's
     customers  (and  the  customers  of  certain  DFS  affiliates),  as  more
     particularly  described  in  Schedule  1  ("the  System").

NOW THEREFORE, in consideration of the mutual covenants and conditions contained
herein,  the  parties  agree  as  follows:

1.   DEVELOPMENT  OF  SYSTEM

1.1  Immediately  after the Effective Date, both parties shall negotiate in good
     faith  and  use  commercial  best  efforts  to  perform  their  respective
     obligations  under  this  Agreement.

1.2  All  System development works to be undertaken by API will be substantially
     completed  so  as to permit commercial operation according to the features,
     operating  and  other  performance  parameters  of  the  System  as  may be
     reasonably  necessary  or  agreed  between  API  and  DFS  ("System
     Specifications")  not later than 1 July, 2004 or other date mutually agreed
     by the parties (the "Service Commencement Date"). The System Specifications
     shall  include,  but  not  be  limited,  to  those  specified in Schedule 2
     attached  hereto.

1.2  From  time  to  time  as  appropriate  in  the  course  of  the development
     activities to be undertaken pursuant to this Agreement, each of API and DFS
     shall  provide  the  other  party  (and  their  nominees)  with  additional
     technical  or  other  information  to the extent the other party reasonably
     deems  necessary  for  such other party to perform obligations expressed or
     contemplated  hereunder,  or  such other obligations as may be ancillary or
     incidental  to  express  obligations.

1.3  Unless otherwise specified herein, each party shall bear any and all of its
     own  costs  and  expenses incurred in connection with its obligations under
     this  Agreement  or  at  law.


                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
2.   SETTLEMENT  SERVICES

2.1  Immediately  following: (a) the completion of the System in accordance with
     the  System  Specifications; and (b) the acceptance of the System following
     user  testing,  API  shall  make available to DFS the settlement service as
     described  in  Part  I  of  Schedule  3  for the duration of this Agreement
     ("Settlement  Services").

2.2  The  availability  of  Authorisation  and  Sales  Capture  applications (as
     described  in  Schedule  1) of the Settlement Services for DFS's use shall,
     during  any  calendar  month, be not less than 98% of the time (based on 24
                                                    ---
     hours  per  calendar  day) ("Service Level Commitment"), save for scheduled
     maintenance  or  scheduled  downtime  ("Maintenance"), or failure of any of
     DFS's  equipment  that  is  not  due to any intentional or negligent act or
     omission.  Any  Maintenance  must  be  agreed in writing by DFS and API, at
     least  fourteen  calendar  days prior to the contemplated event and DFS may
     not  unreasonably condition, delay or withhold agreement. For the avoidance
     of  doubt  any  Maintenance  must  be  carried  out and completed using all
     reasonable  haste.  For  the  purposes of this Agreement, the Service Level
     Commitment  shall be incontrovertibly deemed to be a material obligation of
     API  under  this  Agreement.

2.3  Subject  to  API performing its obligations under this Agreement, DFS shall
     pay  API  the  service  fees  as  described  in  Part  II of Schedule 3. In
     addition,  unless  otherwise  specified  in Schedule 3, DFS will, within 15
     calendar  days  of  receiving  an  invoice,  pay  or  reimburse  API  for:

     (a)  reasonable  travel  expenses  incurred  by  API's  personnel;

     (b)  reasonable  out  of pocket expenses incurred by API's personnel whilst
          travelling;  and

     (c)  all  sales  taxes,  value  added  taxes  and goods and services taxes,

     provided API obtains DFS's prior written approval for all individual travel
     expenses  exceeding US$2000 and individual out of pocket expenses exceeding
     US$150,  the  relevant  expenses  or  taxes  are  incurred  by  API and its
     personnel  in  good  faith  in the course of API performing its obligations
     under  this  Agreement, and that original documentary evidence, reasonably
     satisfactory to  DFS, is provided with any corresponding invoice that API
     may  be  entitled  to  issue  from  time  to  time.

3.   INTELLECTUAL  PROPERTY  RIGHTS

     (a)  All  intellectual  property  and  related  rights  in and to technical
          information  of  either  party which is provided to the other party in
          the  course  of the development of the System or its portion hereunder
          shall  continue  to  belong  to  such  providing  party.

     (b)  Each  party  ("First  Party") shall indemnify and hold the other party
          ("Second  Party")  harmless  from: any (i) claims by; and (ii) damages
          awarded  to,  a  third  party  where  that  third


                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
     party's  intellectual  property rights have been infringed by reason of any
     act,  omission  or  breach  of  the First Party, and all costs and expenses
     reasonably  incurred  by  the  Second  Party.

4.   GENERAL

4.1  Confidentiality

     (a)  Confidential  Information.  "Confidential  Information"  means  any
          confidential  technical  data,  trade  secret,  know-how  or  other
          confidential  information disclosed by any party hereunder in writing,
          orally,  or  by  drawing  or  other  form  which must be marked by the
          disclosing  party  as  "Confidential"  or  "Proprietary".  If  such
          information is disclosed orally, or through demonstration, in order to
          be deemed Confidential Information, it must be specifically designated
          as  being  of  a  confidential  nature  at  the time of disclosure and
          reduced  in  writing  and  delivered to the receiving party within ten
          calendar  days  of  such  disclosure.

     (b)  Exclusions.  Notwithstanding  the  foregoing, Confidential Information
          shall  not  include  information  which:

          (i)  is  known  to  the  receiving  party at the time of disclosure or
               becomes  known  to  the  receiving  party  without breach of this
               Agreement;

          (ii) is  or  become  publicly  known  through  no  wrongful act of the
               receiving  party  or  any  subsidiary  of  the  receiving  party;

          (iii) is rightfully received from a third party without restriction on
               disclosure;

          (iv) is  independently  developed by the receiving party or any of its
               subsidiary;

          (v)  is  furnished  to any third party by the disclosing party without
               restriction  on  its  disclosure;

          (vi) is  approved  for  release  upon  a  prior written consent of the
               disclosing  party;

          (vii) is  disclosed  pursuant  to  judicial  order,  requirement  of a
               governmental  agency  or  by  operation  of  law.

     (c)  Nondisclosure.  The  receiving  party agrees that it will not disclose
          any  Confidential  Information  to  any  third  party and will not use
          Confidential Information of the disclosing party for any purpose other
          than  for  the  performance  of  the  rights and obligations hereunder
          during the term of this Agreement and indefinitely thereafter, without
          the prior written consent of the


                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
          disclosing party. The receiving party further agrees that Confidential
          Information shall remain the sole property of the disclosing party 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 hereunder
          unless  otherwise  expressly  provided  herein.

     (d)  Return of Confidential Information. Upon the request of the disclosing
          party,  the  receiving  party  will  promptly  return all Confidential
          Information  furnished  hereunder  and  all  copies  thereof.

     (e)  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.

4.2  Term  and  Termination.

     (a)  This  Agreement shall become effective on the Effective Date. API must
          commence  performance  of  the  Settlement  Services  upon the Service
          Commencement  Date  and  the  obligations  to perform and pay for such
          services  shall  remain  in  force  for  one (1) year from the Service
          Commencement  Date  and  thereafter  will be renewed automatically for
          successive  one  (1)  year  terms.

     (b)  Either API or DFS may terminate this Agreement without cause by giving
          to  the  other party six months' prior notice in writing. In the event
          of  the  giving  of  such  notice, the parties shall cooperate in good
          faith  to  ensure a smooth transition to a successor service provider.

     (c)  Notwithstanding  the  above, either party may terminate this Agreement
          with  immediate  effect,  at  its sole discretion, upon giving written
          notice  to  the  other  party,  in  case:

          (i)  the  other  party  defaults  in  the  performance of any material
               obligation  hereunder,  and if any such default is capable of and
               cannot corrected within ninety calendar days after the defaulting
               party  receives  written  notice  of  such  default  from  the
               non-defaulting  party;  or

          (ii) the other party files a petition in bankruptcy, or is adjudicated
               bankrupt,  or  makes  a  general  assignment  for  the benefit of
               creditors,  or  becomes insolvent, or is otherwise unable to meet
               its  business  obligations  for  a  period  of  three consecutive
               months;  or

          (iii) an  event  of Force Majeure (as defined in clause 4.5) lasts for
               more  than ninety consecutive calendar days or occurs on at least
               ninety  days  in any consecutive period of one hundred and eighty
               calendar  days.


                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
     (d)  Upon  expiration  or  termination  of  this  Agreement, all rights and
          obligations  hereunder shall terminate forthwith except the provisions
          of  clauses  3  and  4.

4.3  Exclusions.

     (a)  Except:  (i)  as  expressly  provided  in this Agreement or as API may
          expressly  agree  in writing from time to time; or (ii) as required by
          law,  API  makes  no  other  representation  or  warranty,  express or
          implied,  regarding  the  System  or  the  Settlement  Services.

     (b)  Except  for  a  breach  of clause 4.1 or any breach due to intentional
          misconduct or recklessness, no party will be liable to any other party
          for  indirect  or  consequential loss or damages, even if the relevant
          party may have known or contemplated that such losses or damages could
          be  suffered.

4.4  Limitation  of  Liability.  Except  for  any indemnities given under Clause
     3(b),  the  liability  of  API  shall  be limited to, at the option of API,
     performance  of  any  Services  which  were not performed according to this
     Agreement  or  the  refunding  of  monies  paid  to  API in respect of such
     services. If API is liable to DFS 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, API shall not be liable for all events for
     any  damages,  howsoever sustained by DFS, exceeding the total amounts paid
     to  API  by  DFS  as  Settlement  Service  Fees  under  this  Agreement.

4.5  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.  The  party  so prevented from performance shall,
     however,  use  diligent  efforts  to  resume  performance.

4.6  Assignment.  The  parties  shall  not assign or transfer this Agreement, in
     whole  or  in part, or any right or obligation hereunder 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 hereunder
     shall  be  binding  upon and inure to the benefit of the parties hereto and
     their  respective  successors  and  assigns.

4.7  Governing  Law.  This  Agreement  will  be  interpreted  and  enforced  in
     accordance with the laws of the Japan without reference to conflicts of law
     principles.

4.8  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 executives. Either party may
     send  the  other a request to negotiate. If the negotiation does not result
     in  resolution  within 45 days of the notice, the parties shall endeavor to
     resolve  the  dispute by mediation. Any dispute which remains unresolved 90
     days after appointment of a mediator, or if the parties are unable to agree
     on  a


                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
     mediator  or  the  mediation  procedures,  shall  be  resolved  by  binding
     arbitration  by  a sole arbitrator in Tokyo, Japan. Judgment upon the award
     rendered  by the arbitrator may be entered by any court having jurisdiction
     thereof. 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.

4.9  Notice.  Any  notice required or permitted to be given under this Agreement
     shall  be  delivered (i) by hand, (ii) by international commercial courier,
     to the addresses set forth below. Notice so given shall be deemed effective
     when  received  or  if  not  received by reason or fault of addressee, when
     delivered. Either party may change its address for notices by notice to the
     other  party.

     If  to  DFS,  to:

     DFS  Okinawa  K.K.
     Shin Ohsaki Kangyo Building
     1-6-4 Ohsaki
     Shinagawa-ku
     Tokyo 141-0032, Japan


     If  to  API,  to:

     Asia  Payment  Systems,  Inc.
     800  5th  Avenue  #4100
     Seattle,  WA  98104
     United  States
     Fax:  1-206-470-1150

4.11 Waiver.  Should  either  party fail to exercise or enforce any provision of
     this  Agreement  or  to waive any rights in respect thereto, such waiver or
     failure  shall  not  be  construed as constituting a continuing waiver or a
     waiver  of  any  other  right.

4.12 Severability.  In  the  event  that  any  provision  or  provisions of this
     Agreement  shall be held to be unenforceable, the parties shall renegotiate
     those  provisions  in  good  faith  to  be  valid,  enforceable  substitute
     provisions which provisions shall reflect as closely as possible the intent
     of  the  original  provisions  of  this  Agreement.  If the parties fail to
     negotiate  a  substitute  provision,  this  Agreement will continue in full
     force  and effect without said provision and will be interpreted to reflect
     the  original  intent  of  the  parties.

4.13 Entire  Agreement.  This  Agreement,  including  the Exhibit(s) referred to
     herein  and  attached  hereto  sets  forth  the entire understanding of the
     parties,  and  supersedes  any prior agreement between or among the parties
     with  respect  to  the  subject  matter hereof. This Agreement shall not be
     amended  or  modified  except  by  written  instrument  signed  by the duly
     authorized  representatives  of  the  parties  hereto.


                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Agreement to be
executed,  effective  as  of  the  Effective  Date.

DFS OKINAWA K.K.                                 ASIA PAYMENTS, INC.


By______________________
  Satoru Horikawa                                By______________________
  Representative Director                          Name:
                                                   Title:




                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
                                   SCHEDULE 1
                                   ----------

                                     System
                                     ------

1.   Description

     The  System  will  (i)  permit processing of credit card transactions; (ii)
     will  enable  acceptance  and  settlement  of  JCB,  Diner's Card, American
     Express,  MasterCard  and  VISA  ("Charge  Card")  transactions;  and (iii)
     provide  a  complete and extensive range of customer report data including,
     but  not  limited  to,  customer  and  merchant  transaction  histories.

2.   API's  responsibility

     API  will  be  responsible  for:  (i)  establishing  and  maintaining  such
     hardware,  software, systems (including, but not limited to the updating of
     such  hardware,  software  and/or  systems  as may be required from time to
     time),  binding  and  non-binding  third party relationships, and any other
     activity that may be ancillary or incidental to the foregoing and as may be
     necessary to co-ordinate and promptly procure Authorisations, Sales Capture
     and  related  transactions  (i.e. Void, Credit, Refund); and (ii) informing
     DFS  in  writing  from  time  to  time  of  the  locations to which Secured
     Information  must  be  transmitted,  any necessary passwords, the format of
     Secured  Information  and  giving DFS such information as it may require or
     reasonably  request  to  obtain  Authorisation,  Sales  Capture and related
     Credit  Card  transactions.

3.   DFS's  responsibility

     DFS  will  provide  transaction  data to API in a format acceptable to both
     parties  in  respect  of  and  concerning all Authorisations, Sales Capture
     and/or  other  related  Credit  Card  transactions.  DFS will, in addition,
     provide  instructions  as  to  which  credit  card  transactions  are to be
     processed  by  API  and  such  transactions  are  to  be processed in which
     currencies and in which jurisdictions as DFS may require from time to time.


                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
                                   SCHEDULE 2
                                   ----------

                              System Specifications



                               [GRAPHIC REDACTED]



                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150
<PAGE>
                                   SCHEDULE 3
                                   ----------

                           Part I- Settlement Services
                           ---------------------------

API  shall process credit card transactions for DFS in such currencies as agreed
between  the  parties  from time to time and arrange settlement with banks to be
designated  by  DFS  from  time  to  time.

API  will  perform  Authorisation,  Sales  Capture,  and  related  Credit  Card
transactions  and  other  related  activities  as  described  in  Schedule  1.



                        Part II- Settlement Service Fees
                        --------------------------------

1.   [Redacted]

2.   Per  Transaction  Fee

     [Redacted]  for  each occasion there is an Authorisation, Authorisation and
     Sales  Capture,  Sales  Capture,  Disbursement,  Refund,  Credit  or  Void
     transaction  sent  to  API  by  DFS  for follow on processing ("Activity").


                            Part III - Other Services
                            -------------------------

     All  other services not expressly agreed as of the Effective Date, that API
     may  be  willing  to  perform  for  DFS  ,  will  be charged at the rate of
     [Redacted]  per  hour  in  addition  to reimbursement for travel and out of
     pocket  expenses  reasonably  incurred  by  API  or  API  personnel, unless
     otherwise  agreed  in  writing  by the parties. For the avoidance of doubt,
     such services will include hosting, customisation or additional development
     work,  ongoing  maintenance  and training. API must: (a) obtain DFS's prior
     written  approval  for  all individual travel expenses exceeding [Redacted]
     and  individual out of pocket expenses exceeding [Redacted]; (b) incur such
     expenses  in  good  faith  in  the course of API performing its obligations
     under  this  Agreement;  and  (c)  furnish  original  documentary evidence,
     reasonably satisfactory to DFS, with any corresponding invoice that API may
     be  entitled  to  issue  from  time  to  time.))


                           Asia Payment Systems, Inc.
                              800 5th Avenue #4100
                                Seattle, WA 98104

Tel: 1-206-447-1379                                          Fax: 1-206-470-1150