Oasis Online Technologies Corp - Exhibit 10.1





EXHIBIT 10.1




		REVENUE
      SHARE AGREEMENT 




This Revenue Sharing Agreement
("Agreement") is made as of October 20th, 2008, by and between SVC Cards,
Inc., and/or its assigns (hereinafter "SVC"), 1830 S. Alma School Road,
Suite 114, Mesa, Arizona 85210 and Oasis Online Technologies, Corp, and/or
its assignees with offices at 4710 N Falcon Drive, Suite 213, Mesa, AZ
85215 (hereinafter "OASIS"). 



WHEREAS, OASIS and SVC are both in the business of providing financial solutions
to their respective customers, and desire to develop a long-term, close working
relationship with the other to create additional business and to enhance existing
programs as represented by OASIS and SVC to their respective customers. 



WHEREAS, OASIS desires to enter into an agreement with SVC, so that OASIS can
market the Card of America, Allow Card, Flex Wireless, Flex EFS, and Amerinet
ACH. OASIS and SVC will execute such a Distribution Agreement for each program;




WHEREAS, SVC is a consumer centric electronic transaction and card processing
company. SVC performs the issuing and processing tasks of bank-centric processors,
while offering a complete suite of customer support services. By contracting and
servicing several branded debit card products, SVC helps to create additional
value by educating marketing partners in order to penetrate the consumer market
through its online and retail networks. SVC's products serve all consumer markets
including the unbanked, under-banked and convenience users. By integrating its
cards through these software providers, SVC is able to offer an integrated card
solution throughout the industry and offer products and services to millions of
consumers. 



WHEREAS, SVC Cards, Inc., Allow Card of America, Inc., Card of America, Inc.,
Flex Wireless, Inc. and Flex EFS are subsidiaries of COA Holdings, Inc. 



WHEREAS, SVC offers its customers a variety of banking products and services,
including but not limited to prepaid debit card and related services, under its
name and other brand names (collectively the "SVC Products"); 



WHEREAS, SVC markets the SVC Products in various ways, including, without limitation,
through relationships such as the one being established by this Agreement; 



WHEREAS, Oasis has certain business relationships and industry connections which
would allow Oasis to be able to successfully market and sell the products set
forth in this Agreement. 



WHEREAS, SVC and OASIS desire to work together to the mutual benefit of the parties
whereby OASIS shall distribute the SVC Products through Oasis' business contacts
and relationships in multiple markets and specifically in the locations set forth
in this Agreement; 



NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is
agreed by and between SVC and OASIS as follows: 



ARTICLE I 

  GENERAL AGREEMENT 



                All
of the recitals are incorporated herein as part of the agreement. The Parties
agree to share revenue generated from the sale and continued use of the SVC products
by OASIS and or OASIS' customers and SVC customers referred to it by OASIS or
for those sales generated in the Caribbean and Brazil. 



ARTICLE II 

  TERM OF AGREEMENT 



                The
term of this Agreement shall commence upon the effective date of this Agreement
and shall terminate upon the three (3) year anniversary date of such effective
date or the date that all customers obtained by the parties by referral or through
OASIS's business contacts have ceased using the SVC products, whichever is later.
This agreement may be extended or terminated earlier in accordance with the provisions
herein (the "Term"). 






	 
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		REVENUE
      SHARE AGREEMENT 






ARTICLE
  III

  REVENUE
  SHARE 



                The
Parties hereby agree to share revenue under this agreement in the following manner:
OASIS will receive sixty percent (60%) of net sales revenues (generated by customers
who were referred by OASIS). Once OASIS has distributed 10,000 cards/accounts
OASIS's revenue share will increase to sixty five percent (65%) of net sales revenues.
For the purposes of this agreement net sales revenue is defined as total revenues
minus all actual costs and expenses incurred by SVC to setup and deliver the products
covered under this agreement including the cost and expense of an initial site
visit and audit. SVC will receive sixty percent (60%) of net sales revenues generated
by customers who were referred by SVC and which purchase any of the Oasis Suite
of Products. Once SVC has distributed 10,000 units SVC revenue share will increase
to sixty five percent (65%) of net sales revenues. 



                Expenses
may also include Processing Fees and other fees associated with processing transactions.
These fees are charged by entities including, among others, Associations, gateways,
switches and terminal owners and may be billed directly to SVC Cards, Client,
Bank or Cardholder. 




ARTICLE
  IV 

  COMMITMENTS OF THE PARTIES

 

                The
Parties agree to the following Commitments: 



1.     SVC agrees to provide the following: 




	
      1.1.
        

    	Consumer,
      Administrative, Ordering, Loading, Fraud, Security and Reporting Interfaces
      and Systems as necessary to support multiple OASIS programs. SVC will identify
      those systems and functionality which are currently working and available
      as distinguished from those components which require additional development
      time and resources. 
	
      

    	 
	
      1.2.
        

    	Integration
      services to connect SVC Systems with OASIS and other platforms as necessary,
      provided by SVC and/or OASIS. 
	
      

    	 
	
      1.3.
        

    	Ongoing
      maintenance and updates of SVC Systems as necessary and required to support
      OASIS use. 
	
      

    	 
	
      1.4.
        

    	Additional
      development, consulting, and support as necessary invoiced ad-hoc to OASIS
      or it's Client (upon quote and approval). 
	
      

    	 
	
      1.5.
        

    	SVC shall
      review, evaluate, modify and otherwise reconstitute programming completed
      by OASIS as needed to best serve OASIS needs. 
	
      

    	 
	
      1.6.
        

    	SVC shall
      provide a processing platform for multiplicity with functionality along
      with advanced applications and networks that feature industry-leading, cutting-edge
      technology. 
	
      

    	 
	
      1.7.
        

    	 Written
      documentation on all new business opportunities; directed to ISSUING BANK
      in conjunction with OASIS direction. 
	
      

    	 
	
      1.8.
        

    	Program
      fees and expenses include but are not limited to ISO set-ups, ISO registration,
      due diligence, program review, network set-up, back-end set-up, additional
      API's and other outside expenses directly associated with the OASIS program.
      The parties agree that these fees and expenses shall be defined further
      and that the parties shall establish mutually acceptable program expense
      allocations on a case by case basis. 


 





	 
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		REVENUE
      SHARE AGREEMENT 






2.    
 OASIS agrees to provide the following: 

 

	
      2.1.
        

    	 OASIS
      will market products and services developed by SVC and its subsidiaries,
      including Card of America, Allow Card, Flex Wireless, Flex EFS, and Amerinet
      ACH. 
	
      

    	 
	
      2.2.
        

    	SVC will
      identify and share its proprietary client database with OASIS, provided,
      however, that OASIS shall hold such information as confidential and not
      disclose same unless agreed to in writing by OASIS. The parties agree to
      enter into a mutually agreeable NDA. 
	
      

    	 
	
      2.3.
        

    	Oasis will
      provide products from the Oasis Suite of Products which SVC will integrate
      into the transaction/client management software that is owned by SVC. 
	
      

    	 
	
      2.4.
        

    	OASIS will
      market its products and services to all prospective OASIS clients by methods
      approved in advance by SVC. 
	
      

    	 
	
      2.5.
        

    	SVC and
      OASIS will complete such integration in accordance with Patriot Act and
      PCI Compliance. 


 


ARTICLE
  V 

  MISCELLANEOUS 

  

 

                The
Parties agree to all included herein, and any additional agreements will be formally
agreed to in written contract form by SVC and OASIS by October 23rd, 2008, and
further the Parties further agree any systems and/or additional elements provided
by SVC will not launch publicly without a formal contractual agreement, or by
addendum to this memorandum as mutually agreed by both parties. 



                The
Parties to this agreement were introduced by Rick Gean, a business consultant
and advisor. As a result of this introduction there may be in the future fees
owed to Mr. Gean by either SVC or by Oasis and in the event that both parties
to this agreement implement and sell the other party's products Mr. Gean may be
owed fees from both parties. 



                This
agreement may be signed in counterpart and delivered by facsimile and a facsimile
shall be deemed to be an original. 



                The
Parties agree that this agreement shall be governed by the laws of Arizona and
venue shall be the Arizona courts located in the county of Maricopa. 



Signed and executed this 23rd day of October, 2008. 



IN WITNESS WHEREOF, the parties duly executed this Agreement. 




	SVC
      Cards, Inc. 	Oasis
      Online Technologies Corp 
	 	 
	By:   /s/
      Glenn Geller                
      	By:   /s/
      Erik J. Cooper             
      
	Title:
      President                         
      	Title:
      CEO                                
      
	 	 
	Date: October
      23, 2008             
      	Date: October
      23, 2008             











	 
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