SERVICE AGREEMENT

This  Services  Agreement  (the  "Agreement") is made as of August 28, 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 GP Network Corporation, a
Tokyo  corporation  having  a  principal  place  of  business  at Shibuya Nomura
Building,  11F,  10-8  Dogenzaka  1-chome,  Shibuya-ku,  Tokyo  150-0043,  Japan
("GPN"),  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 GPN set forth in the
Statement  of  Work  attached  hereto  as  Exhibit  "A"  ("Services").

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 developed by API to the network
operated  by  GPN  for  data  transmission  between  merchants  and  card
issuers/acquirers  ("GPNET").

     b.  Maintenance  and  update  of  POS  system  on behalf of merchants under
contract

     c.  Others  related  services  deemed  necessary.

2.2  GPN's  responsibility

     a.  Transmission  of  card  transaction data (authorization and settlement)
received  from  API  to card issuers/acquirers pursuant to the Agreement between
GPN  and  card  issuers/acquirers.

     b.  Others  related  services  deemed  necessary.

ARTICLE  3  SYSTEM  MODIFICATION  AND  CHANGE  PROCEDURES.

Both  parties  may  modify  the  system,  at  any  time  during the term of this
Agreement,  which  may affect to other party's system, provided that the parties
comply  with  the  following  procedures:

     a.  The  party  intending  to  modify  the system ("intending party") shall
submit  other party ("affected party") a written request for any change ("Change
Request").

     b.  As  soon  as  reasonably  possible after the receipt of any such Change
Request  by  the


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affected  party,  and  in  any  event  not  more than 10 (10) days after receipt
thereof,  the  affected  party  shall  provide  intending  party  with a written
statement  (i)  offering  to perform consistent with the Change Request, or (ii)
proposing  modifications to the Change Request, or (iii) rejecting such request.
Any  statement  offering  to  perform  or  proposing modifications to the Change
Request  will  include  detailed  information  as to (a) the availability of the
affected  party's  recourses,  and  (b)  the  impact,  if  any,  on the time for
completion  of  complying  with  the  Change  Request  or  the  delivery  of any
deliverable  items  and/or  the  cost  for  complying  with  such  modification.

     c.  When the intending party desires to implement a Change Request, written
authorization  shall  be  provided  to  the  affected party to proceed with such
Change  Request  upon the terms set forth therein or as modified by the affected
party  in  its  response  pursuant  to Section 3.b. Upon receipt of such written
authorization  from  the  intending  party,  the  affected  party shall promptly
commence  performance  in  accordance with the Change Request as modified by the
affected  party's  response  thereto.

     d.  Each  Change  Request,  as  modified  by  the affected party's response
thereto,  which  is  signed  by  authorized representatives of the parties shall
constitute a formal modification to, shall be deemed incorporated into and shall
become  a  part  of  the  Services.


ARTICLE  4  ISSUE  RESOLUTION.

Both  parties shall be responsible for taking preventive measures against system
outage  for  the  services  that  each  party  provides,  and jointly develop an
emergency  escalation  procedure  for  recovery.  Any  system  outage  shall  be
reported to the other party immediately by the party causing such outage.  After
the  prompt implementation of emergency escalation procedure and recovery of the
system,  the party caused the outage shall provide written report including, but
limited  to,  the  cause  of  outage, recovery measurement taken, and preventive
measures  for  future  enhancement  within  30  days.


ARTICLE  5  PRIVACY  AND  INFORMATION  SECURITY.

The  parties  acknowledge  and  agree that transaction data includes information
that  is  subject  to  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  6  CONFIDENTIALITY.


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6.1.  GPN  shall  not  disclose any confidential information of API to any third
parties  other  than  directors,  executives,  employees,  agents, affiliates or
subsidiaries  of GPN, or use any such information for any purpose other than for
the  purpose of performing the Services. GPN 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.

6.2.  "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.

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

6.4.  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.

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


ARTICLE  7  LIMITED  WARRANTY.

Both  parties  understand that the Services are for the purposes of transmitting
sales  data  generated  by  the  use  of  card  between  merchants  and  card
issuers/acquirers,  and  will exert its best endeavors to achieve such purposes.
Provided  however  that  GPN DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESSED OR
IMPLIED,  INCLUDING  BUT  NOT  LIMITED  TO THE WARRANTIES OF MERCHANTABILITY AND
FITNESS  FOR  A  PARTICULAR PURPOSE, WITH RESPECT TO THE SYSTEM OR THE SERVICES.
GPN  DOES  NOT WARRANT THAT THE SYSTEM OR THE SERVICES WILL ALWAYS SATISFY API'S
REQUIREMENTS  FOR  ALL  PURPOSES  OR THAT THE SYSTEM OR THE SERVICES ARE WITHOUT
DEFECT  OR  ERROR.


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ARTICLE  8  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.


ARTICLE  9  INDEMNITY

9.1.  API  Indemnity.  API  shall be liable for and shall indemnify and hold GPN
harmless against any claims that those portions of API Service that embody API's
Confidential  Information,  software  code or other materials provided to GPN by
API, including, without limitation, any portion of API Service that is developed
pursuant  to  API's specifications, infringe any patent, trademark or copyright,
provided  that  API  is  given  prompt  written notice of such claim, as well as
information,  reasonable  assistance  and the sole authority to defend or settle
such  claim.

9.2.  GPN  Indemnity.  GPN  shall  be liable for and shall indemnify API against
any  claims  that the GPNET Service infringe any patent, trademark or copyright,
provided  that  GPN  is  given  prompt  written notice of such claim, as well as
information,  reasonable  assistance  and the sole authority to defend or settle
such  claim.  The  fulfillment  of the obligations set forth in this Section 9.2
shall constitute API's sole and exclusive remedy for any such infringement.  GPN
shall  have  no  obligation  to  indemnify  or defend API to the extent: (a) the
alleged  infringement  is  based on information, software code or other material
furnished  by  API,  or  is  developed pursuant to API's specifications; (b) the
alleged  infringement  is the result of a modification made by anyone other than
GPN;  (c)  such  claim would have been avoided but for the combination or use of
the GPNET Service, or portions thereof, with other products not provided by GPN;
or  (d)  API  uses  the GPN's Service and Documentation other than in accordance
with  this  Agreement.

9.3.  General Indemnity.  For claims not covered by Sections 9.1 and 9.2, above,
each  party  ("indemnifying  party")  shall  indemnify  and hold the other party
("indemnified party") harmless against any claim, including costs and reasonable
attorney's  fees,  in  which  the  indemnified party is named as a result of the
negligent  or  intentional acts or failure to act by the indemnifying party, its
employees  or  agents,  while  performing  its  obligations  pursuant  to  this
Agreement.  This  indemnification  obligation is contingent upon the indemnified
party's  providing  the  indemnifying  party  with prompt written notice of such
claim,  as  well as information, reasonable assistance and the sole authority to
defend  or  settle  such  claim.


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ARTICLE  10  FORCE  MAJEURE.

10.1.  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 cause,
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.

10.2.  If  any  event  under  Section 11.1 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  11  TERM  OF  AGREEMENT.

The  term of this Agreement shall become effective on August 28, 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  12  TERMINATION.

 12.1.  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.

12.2.  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


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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.


ARTICLE  13  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  14  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  15  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  16  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  17  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.

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement.


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                                     Exhibit

                                Statement of Work

GP  Net  Service
----------------

1.  Authorization.
Relay  authorization request received from API to card companies pursuant to the
sales  transacted by card at the merchants, and return approval/disapproval from
card  issuer  to  API.

2.  Settlement
Relay  settlement  data  received  from  API to Acquirers in accordance with the
agreement  between  GPN  and  Acquirers.



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

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