TERM SHEET

THIS  TERM  SHEET  DATED  FEBRUARY  16TH, 2005 (THE "TERM SHEET") SUMMARIZES THE
BASIC  TERMS  AND  CONDITIONS  ON  WHICH STRASBOURGER PEARSON TULCIN WOLFF, INC.
("SPTW)")  PROPOSES  TO  ACT  AS INVESTMENT BANKER FOR A FINANCING OF AN INITIAL
AMOUNT  OF  $100,000  (INITIAL  OFFERING) AND A SECOND FINANCING OF A MINIMUM OF
$500,000  UP  TO  A MAXIMUM OF $2,000,000.  (THE " FINANCING") FOR: ASIA PAYMENT
SYSTEMS,  INC.  (THE  COMPANY).  (COLLECTIVELY  THE  PARTIES)

--------------------------------------------------------------------------------


OFFERING:                               The  funding  shall  take  place  in two
                                        phases.  The  initial  offering shall be
                                        the  subscription  for  shares of common
                                        stock for $100,000 (one hundred thousand
                                        dollars).

                                        The  terms  for  the  initial  offering
                                        shall be as follows:

TERMS OF THE INITIAL OFFERING:          The  Company  shall  issue  shares  of
                                        its  common  stock  at  a  price  of
                                        $0.67.  The  shares of common stock will
                                        be  registered  by  the  company  within
                                        {120} days of the closing of the initial
                                        offering.

                                        In  addition  the  company  will  issue
                                        to  SPTW  150,000 (one hundred and fifty
                                        thousand) warrants to purchase shares of
                                        common  stock  at  an  exercise price of
                                        $1.20.


TERMS OF THE FINANCING:                 The  Financing  shall  be  a  minimum of
                                        $500,000  up to a maximum of $2,000,000.
                                        The shares shall be issued at a price of
                                        70%  or  greater  of the previous 30 day
                                        trailing  average  closing  price. The
                                        company  undertakes  to  register  the
                                        shares  of  common  stock  within {120 }
                                        days of the completion of the financing.

                                        In  addition  the  company  will  issue
                                        to SPTW 1,000,000 (one million) warrants
                                        to  purchase shares of common stock at a
                                        price  of  75%  of the offering price of
                                        the financing. The company undertakes to
                                        ensure  the  registration  of  the
                                        underlying  shares within {120 } days of
                                        the completion of the financing.


ANTI-DILUTION:                          In  the  event  that  after  the  date
                                        hereof, the Company issues any shares of
                                        Common  Stock, preferred stock, options,
                                        warrants  or convertible securities at a
                                        purchase  price,  conversion  price  or
                                        exercise  price  (including  any
                                        adjustments thereof) per share less then
                                        the price agreed between the company and
                                        SPTW then the


                                        1
<PAGE>
                                        Price  and  the  number  of  shares
                                        shall  be adjusted on a weighted-average
                                        basis  (subject  to  certain  customary
                                        exceptions  to  be  agreed  to  by  the
                                        parties),

DEFAULT PROVISIONS:                     In  the  event  that  the  company fails
                                        to  register  the shares of common stock
                                        as  contemplated  then the company shall
                                        be  subject  to  a  number  of  default
                                        provisions  to  be  agreed  between  the
                                        parties.

MISCELLANEOUS TERMS:


BOARD REPRESENTATION:                   SPTW  shall  be  entitled  to  appoint
                                        one  members  to the board of directors.
                                        Upon  completion of the full ten million
                                        dollars raise SPTW has the option to add
                                        another board member.



REGISTRATION RIGHTS:               Certain  demand  and  piggyback  rights
                                   covering  the  Shares and the Warrant Shares.
                                   Shall be agreed between the parties

CONDITIONS TO CLOSING:             There  shall  be  outstanding  on  the  date
                                   of issuance of the common shares and warrants
                                   (i)  no  more  than  ______________ shares of
                                   common  stock  on a fully diluted basis; (ii)
                                   no  debt  outstanding  other  than  accounts
                                   payable,  credit  facility  and capital lease
                                   obligations.

                                        Subject  to  the  satisfaction  of
                                        SPTW's  due  diligence  investigation of
                                        the  Company,  including,  without
                                        limitation  to,  the Company's financial
                                        statements, projections, cash burn rate,
                                        business  prospects,  capital structure,
                                        contractual  arrangements  and  other
                                        customary conditions.

FEES:                                   Upon  the  closing  of  the  Financing,
                                        the  Company  shall  pay  (i)  to SPTW a
                                        placement  fee  equal to 8% of the gross
                                        proceeds  of the Private Placement, plus
                                        (ii)  unaccountable  costs  of 2% of the
                                        gross  proceeds.(iii)  issue  five  year
                                        warrants  to  purchase  1,000,000 of the
                                        companies  common  shares at an exercise
                                        price


                                        2
<PAGE>

                                        equal  to  75%  of  the  price  of  the
                                        shares issued pursuant to the financing.

                                        The  Company  shall  also  be
                                        responsible  for  its  own  legal,
                                        accounting  and  travel expenses as well
                                        as any printing and mailing expenses for
                                        the  e  Financing. Upon the execution of
                                        this  Term  Sheet, the Company shall pay
                                        to  SPTW a cash retainer fee of $30,000,
                                        (thirty  thousand)  dollars which amount
                                        shall  be  applied  as  a credit against
                                        SPTW's  out-of-pocket  expenses.  SPTW
                                        shall  provide  reasonable
                                        documentation  of  its  out-of-pocket
                                        expenses,  including  but not limited to
                                        airline  ticket  stubs,  copies of hotel
                                        invoices,  and  copies  of  invoices for
                                        legal services.

                                        In  the  event  that  the  Company
                                        elects not to proceed with the Financing
                                        for any reason after the date hereof and
                                        prior  to  the Termination Date, then in
                                        addition  to  any  and  all compensation
                                        previously  received by or owed to SPTW,
                                        the  Company  shall  pay  to  SPTW  a
                                        financial  advisory  and structuring fee
                                        of  $100,000, which fee may, at the sole
                                        option  of  SPTW,  be  payable  by  the
                                        issuance  and delivery by the Company of
                                        {  }  shares  of  the  Company's  Common
                                        Stock.

STRASBOURGER INTRODUCTIONS:             The  Company  hereby  agrees  that  if
                                        at  any  time  within  two year from the
                                        later  of  (i)  the  date  of  the final
                                        closing  of  the  Financing, or (ii) the
                                        date  of  termination of this Term Sheet
                                        (the  "Effective Date"), the Company (or
                                        any  of  its  subsidiaries or affiliated
                                        entities  or  successors)  obtains  any
                                        financing  from  any  person  or  entity
                                        introduced by SPTW, the Company will pay
                                        to  SPTW  the  fees  set  forth  herein.


                                        3
<PAGE>
If  the  foregoing  is  acceptable, please sign a copy of this Term Sheet in the
space  provided  below  and return the copy to the undersigned by February 21st,
2005.  If an executed copy of the Term Sheet is not received on or prior to such
date,  this  Term  Sheet  shall  be  void  and  have no further force or effect.



                                Very truly yours,

                                STRASBOURGER PEARSON TULCIN WOLFF, INC.



                                By:
                                   --------------------------------



Confirmed and Agreed To:


Asia Payment Systems, Inc.


By:
   ----------------------------


                                        4