EXHIBIT 10.2

[LOGO AMERICAN EXPRESS]
              INCENTIVE
              SERVICES

--------------------------------------------------------------------------------
                              RESELLER INFORMATION

Company Name: Schoolpop, Inc.
Address:3885 Crestwood Parkway, Suite 550

City: Duluth                                    State: GA             Zip: 30096
Contact Name: Paul Robinson
Phone: 770-638-5101                             Fax:  770-638-5101
TAX ID #:                                       E mail Add:
                                                probinson@Schoolpop.com

            AMERICAN EXPRESS INCENTIVE SERVICES STORED VALUE PRODUCTS
                               RESELLER AGREEMENT

This Distribution Agreement (the "Agreement") is entered into by and between
American Express Incentive Services, L.L.C., a Missouri limited liability
company ("AEIS"), and its Reseller, Schoolpop, Inc., a Delaware corporation
("Schoolpop"). This Agreement is effective as of August 1, 2004, (the "Effective
Date") and shall terminate on July 31, 2009, (the "Termination Date") unless
earlier terminated or extended as provided for herein.

The following points outline this agreement:

1.       PURPOSE

         Under and subject to the terms of this Agreement:

         a.       AEIS will provide Schoolpop for resale the following stored
                  value cards: Encompass(R) Select, Persona(R) Select, Fill It
                  Up(R), and Be My Guest(R), and any other stored value products
                  developed by AEIS and mutually agreed upon by both parties,
                  ("Cards"). The Cards shall be sold only to those of
                  Schoolpop's clients and prospective clients (the "Clients"),
                  in the United States who are nonprofit organizations, ("NPO
                  Marketplace"), which are defined as organizations that are (i)
                  a school, (ii) an organization formed as not-for-profit under
                  its charter documents, or (iii) an organization related to (i)
                  or (ii) such as a participating school's Parent Teacher
                  Organization or other similarly related organization.

         b.       Period One shall mean the Effective Date through the date that
                  Schoolpop has met all of the Security Requirements as such
                  term is defined herein and has received approval from AEIS to
                  assume all Card inventory, distribution and fulfillment
                  responsibilities as currently managed by AEIS. Period Two
                  shall commence with the end of Period One through the
                  Termination Date.

2.       EXCLUSIVITY

         a.       Schoolpop shall have the exclusive right to resell Cards in
                  the NPO Marketplace. Notwithstanding the foregoing, Schoolpop
                  shall fund from AEIS a minimum of $52,000,000 of Cards (the
                  "Guaranteed Minimum") in each Contract Year in order to
                  maintain the exclusive right to sell Cards in the NPO
                  Marketplace. A Contract Year shall be the period of August 1
                  through July 31 of the succeeding year. In any Contract Year
                  in which Schoolpop fails to fund the Guaranteed Minimum, AEIS
                  shall have the right, in its sole discretion, to (a) terminate
                  the Agreement or (b) revoke the exclusivity.

         b.       In consideration of the exclusivity referred to above,
                  Schoolpop shall pay AEIS a marketing rights fee ("Marketing
                  Rights Fee"), of $1,250,000. The Marketing Rights Fee shall be
                  paid in five (5) equal installments of $250,000 on March 15th
                  of each year with the first such payment being due on March
                  15, 2005 and with the final payment due on March 15, 2009.

         c.       Schoolpop shall also pay AEIS a fee of $250,000, (the
                  "Encompass(R) Select Fee") as consideration for the right to
                  sell the Encompass(R) Select Card through December 31, 2004.
                  The Encompass(R) Select Fee shall be payable concurrently with
                  the execution of this Agreement.

         d.       Schoolpop understands and agrees that this Agreement does not
                  grant Schoolpop any exclusive right to market the Cards or any
                  other AEIS products and services outside of the NPO
                  Marketplace. AEIS, on its own behalf, reserves the right to
                  market its Cards and other products and services directly as


                                       1
<PAGE>

                  well as through additional firms on terms and conditions that
                  it selects in its sole discretion, provided that no such sales
                  shall take place within the NPO Marketplace.

3.       INVENTORY AND FORECASTING

         a.       Schoolpop shall secure a physical location for maintaining,
                  distributing, and fulfilling Card inventory no later than
                  August 1, 2004 which location shall be subject to such
                  security requirements (the "Security Requirements") as shall
                  be required by AEIS or American Express Travel Related
                  Services, Inc. all as further set forth in the Trust Agreement
                  attached hereto as Exhibit 1.

         b.       Schoolpop shall effectively manage its Card inventory and
                  Ordering schedule such that all Cards are resold and
                  distributed to the Client with the following Card expiration
                  lives (the "Card Life") intact:

                  i.       Persona(R) Select - nine (9) months
                  ii.      Encompass(R) Select, Be My Guest(R), Fill It Up(R) -
                           three (3) months
         The Card life of any Cards other than Cards specifically indicated in
         b(i). and b(ii) above ("New Cards"), shall be mutually agreed upon in
         writing.

         c.       During Period One, Card expiration shall be determined by the
                  date Schoolpop places an Order (the "Order") and provides full
                  payment and clearance of funding. During Period Two, Card Life
                  shall be determined by the date Schoolpop places an Order.

         d.       Should any Card expire or lose Card Life prior to
                  distribution, Schoolpop shall assume all loss associated with
                  the Card funding, if applicable, and shall pay AEIS a $2.00
                  per Card destruction fee. Schoolpop shall not return such
                  Cards to AEIS, and shall follow the destruction process as
                  detailed in the Trust Agreement.

         e.       Card Life shall be unaffected by the termination of this
                  Agreement.

         f.       From the Effective Date through September 30, 2004, Schoolpop
                  may order non-standard Encompass(R) Select denominations
                  (other than 25, 50, 75, and 100 Points) up to a maximum of 200
                  Points. Such non-standard Encompass(R) Select denominations
                  require eight (8) weeks to fulfill and must be ordered in
                  boxes of 100 Cards of like denominations. Schoolpop shall
                  discontinue reselling Encompass(R) Select Cards on December
                  31, 2004 and shall effectively manage and forecast
                  Encompass(R) Select Card needs to deplete such inventory as of
                  December 31, 2004. In the event that any unsold Encompass(R)
                  Select Cards remain in inventory by Schoolpop on December 31,
                  2004, Schoolpop shall provide to AEIS, no later than January
                  5, 2005, the Encompass(R) Select Card numbers, the respective
                  expiration dates and denominations of the Cards. AEIS shall
                  invoice Schoolpop for the applicable Card destruction fees
                  which shall be payable by Schoolpop within thirty days (30) of
                  receipt of invoice. Such Card list shall be submitted on a
                  disk/CD and shall be sent via a form of shipment where
                  signature is required upon delivery.

         g.       Effective with Period Two, Schoolpop shall provide to AEIS a
                  twelve (12) month sold Card forecast and Card inventory
                  forecast (hereinafter defined). In addition, Schoolpop shall
                  provide AEIS with a monthly forecast, no later than the third
                  business day of each month, of the number of Cards to be sold
                  to its clients, ("Sold Card Forecast") as well as the number
                  of Cards to be stocked in inventory, ("Card Inventory
                  Forecast"), (collectively referred to as the "Forecasts") for
                  the month, ninety-days out. For example, Schoolpop shall
                  provide AEIS with the Card Inventory Forecast and Sold Card
                  Forecast in August for the month of November. The Forecasts
                  will be relied on, ("Locked") at the time they are reported.

         h.       Changes to the Forecasts within the Locked period are
                  expected. However, any changes to Locked Forecasts will not
                  impact any applicable penalties as detailed below in
                  subsections (i) and (j). AEIS will place reliance on the
                  Forecasts provided by Schoolpop to align resources and ensure
                  adequate production, fulfillment and customer service
                  capabilities. Schoolpop shall provide AEIS with any changes to
                  the Locked Forecasts on a monthly basis including any
                  respective changes to either Forecast for the remaining twelve
                  (12) month period.

         i.       In any consecutive three (3) month period in which the
                  difference between the Card Inventory Forecast less the actual
                  Card Order volume for that period is a shortage of ten percent
                  or greater (10%+), AEIS reserves the right to assess a
                  penalty, ("Card Inventory Penalty") of sixteen and one-half
                  cents ($0.165) per Card for such difference as detailed in
                  Examples 1 and 2 below.
<TABLE>
<CAPTION>
           ---------------------------------------------------------------------------------------------
           EXAMPLE 1
           --------------- --------------------- ------------------ ------------------ -----------------
                           FORECAST PERIOD       ACTUAL VOLUME      FORECASTED VOLUME  DIFFERENCE
           --------------- --------------------- ------------------ ------------------ -----------------
<S>        <C>             <C>                   <C>                <C>                <C>
           MONTH 1         10/1/04-10/31/04      8,000              10,000             (2,000) 20%
           --------------- --------------------- ------------------ ------------------ -----------------
           MONTH 2         11/1/04-11/30/04      8,500              10,000             (1,500) 15%
           --------------- --------------------- ------------------ ------------------ -----------------
           MONTH 3         12/01/04-12/31/04     8750               10,000             (1,250) 12.5%
           ------------------------------------------------------- -------------------------------------
           PENALTY                                                 4,750 X $0.165 = $783.75
           ---------------------------------------------------------------------------------------------
</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>
           ---------------------------------------------------------------------------------------------
           EXAMPLE 2
           --------------- --------------------- ----------------- ------------------- -----------------
<S>        <C>             <C>                   <C>                <C>                <C>
           MONTH 1         12/1/04-12/31/04      10,500            11,000              (500) 4.5%
           --------------- --------------------- ----------------- ------------------- -----------------
           MONTH 2         1/1/05-1/31/05        10,000            13,000              (3,000) 23%
           --------------- --------------------- ----------------- ------------------- -----------------
           MONTH 3         02/01/05-02/28/05     12,000            12,500              (500) 4%
           ------------------------------------------------------- -------------------------------------
           PENALTY                                                 NO PENALTY
           ------------------------------------------------------- -------------------------------------
</TABLE>

         j.       In any given month where the difference between the Sold Card
                  Forecast less the actual Card activation volume, ("Cards in
                  Force") is a shortage of ten percent or greater (10%+), AEIS
                  reserves the right to assess a penalty, the ("Customer Service
                  Penalty") which shall be calculated by converting Cards in
                  Force into call volume minutes as follows:

                  i.       Cards in Force times the call to card ratio times the
                           average handle time equals the total call volume
                           minutes. AEIS will calculate the respective product's
                           average year-to-date call to Card ratio and the
                           average year-to-date handle time monthly to calculate
                           the call volume minutes. For purposes of example, the
                           year-to-date through August 2004, Encompass(R) Select
                           average call to Card ratio is 2.43 and the average
                           handle time is 4.0 minutes.

                  ii.      Actual call volume minutes under 90% of the Card Sold
                           Forecast will be charged at 90% of Locked Rolling
                           Forecast at the standard rate of $0.50 per minute.
                           Schoolpop's Customer Service Penalty shall be
                           calculated at the difference between actual call
                           volume minutes and 90% of Card Sold Forecast call
                           volume minutes.

                  iii.     The Customer Service Penalty shall be calculated
                           based upon the a) call volume minutes plus b) Cards
                           in Force as detailed in the example below:
<TABLE>
<CAPTION>
           -------------- ------------------- ----------------- ----------------- --------------------------------
                          FORECASTED CARDS    CALL TO CARD      TOTAL CARDS       AVERAGE HANDLING TIME
                          IN FORCE            RATIO
           -------------- ------------------- ----------------- ----------------- --------------------------------
<S>                       <C>                 <C>               <C>               <C>
           MONTH 1        10,500              2.43              255               4.00 minutes
           -------------------------------------------------------------------------------------------------------
           (10,500 x 2.43 = 255) x 4.00 minutes = 1020 Call Volume Minutes
           -------------------------------------------------------------------------------------------------------
                          ACTUAL CARDS IN     CALL TO CARD      TOTAL CARDS       AVERAGE HANDLING TIME
                          FORCE               RATIO
           -------------- ------------------- ----------------- ----------------- --------------------------------
           MONTH 1        5,000               2.43              121               4.00 minutes
           -------------------------------------------------------------------------------------------------------
           (5,000 x 2.43 = 121) x 4.00 minutes = 486 Call Volume Minutes
           -------------------------------------------------------------------------------------------------------
           PENALTY: 90% x 1020 = 918, (918-486 = 432) x $.50 = $216 Total Penalty for the Month
           -------------------------------------------------------------------------------------------------------
</TABLE>

         l.       Schoolpop shall pay AEIS all incurred penalties within thirty
                  (30) days of receipt of invoice for such penalties by AEIS.

         m.       At any given time during this Agreement, Schoolpop's inactive
                  Card inventory shall be limited to $3,000,000 in Card value as
                  determined by the Point denomination on each Card. This limit
                  shall consist of a maximum Card value of $1,500,000 in
                  Encompass(R) Select Cards and $1,500,000 Card value in any
                  other product (s). Effective January 1, 2005, after which
                  Encompass(R) Select shall no longer be available to Schoolpop,
                  the maximum inactive Card value shall not exceed $3,000,000 in
                  any combination of products at any given time. In the event
                  that Schoolpop exceeds either of these limits, AEIS shall
                  cease fulfilling Orders from Schoolpop until such time that
                  Schoolpop's inventory returns to an acceptable level based on
                  the established maximums.

         n.       Any New Cards shall be excluded from the forecasting and
                  penalty provisions of this Section 3 for the three (3) month
                  period commencing on the date of the first order of such New
                  Cards.

4.       CARD ISSUANCE

         a.       Schoolpop agrees that it will review all requests for each
                  Program requested by the Client and will use reasonable and
                  customary business practices to qualify and recommend Clients
                  proposed for a Program. Schoolpop shall take commercially
                  reasonable efforts to ensure all information requested for a
                  Client is true, accurate and correct.

         b.       AEIS may, from time to time, provide Schoolpop with
                  commercially reasonable qualification standards for Clients.
                  Schoolpop shall not knowingly submit an Order to AEIS on
                  behalf of any Client that does not meet any such standards.
                  Schoolpop agrees that it will sell Cards only to Clients and
                  only for use in connection with a bona fide fund raising
                  program. Schoolpop will not knowingly sell Cards to any Client
                  who does not meet any AEIS qualification standard(s) or to any



                                       3
<PAGE>

         Client or potential Client that Schoolpop has reason to believe would
         be unsatisfactory to AEIS.

         c.       AEIS reserves the right at any time, with or without cause,
                  with reasonable written notice to Schoolpop, to cancel or
                  decline any Client's participation in the Program.

         d.       AEIS may, at its sole discretion, decline to provide Cards to
                  Clients.

         e.       Cards are intended for use in the United States and must be
                  designated for receipt of shipment within the United States.

         f.       AEIS' designated vendor will be responsible for shipping Cards
                  in accordance with Schoolpop's instructions.

         g.       AEIS's designated vendor will ship the Cards as follows:

                  i.       During Period One, AEIS' designated vendor will use
                           reasonable commercial efforts to ship the Cards as
                           detailed below, following receipt and clearance by
                           AEIS of Card Funding.

                  ii.      During Period Two, AEIS' designated vendor will use
                           reasonable commercial efforts to ship the Cards as
                           detailed below, following receipt of Card Order
                           placed by Schoolpop.

                           The initial Order of (a) standard non-branded Cards
                           within 5 business days after set-up; subsequent
                           Orders, (b) of less than 5,000 Cards per day within
                           three (3) to five (5) business days of receipt of
                           Order; (c) forecasted Orders of 5,000 or more Cards
                           per day within eight (8) to thirteen (13) business
                           days of receipt of Order; and (d) non-forecasted
                           Orders of 5,000 or more Cards per day within twenty
                           (20) to thirty (30) business days of receipt of
                           Order. All shipment timelines are subject to change
                           without notice due to seasonal or unforecasted
                           production volume and AEIS shall work with its Card
                           production vendor and use reasonable commercial
                           efforts to secure the most favorable shipment date
                           commitment and shall notify Schoolpop accordingly.

         h.       One point is worth one (1) U.S. Dollar ($1.00 USD) ("Point").

         i.       AEIS shall ship Cards in bulk shipment via its designated
                  vendor to Schoolpop, F.O.B. Atlanta, Georgia. Schoolpop shall
                  distribute to each Cardholder the Cardholder agreement as
                  provided with each Card and which includes instructions on
                  "How to Use the Card". Should Schoolpop or its Client
                  distribute Cards without such Cardholder agreement, Schoolpop
                  shall indemnify and hold harmless AEIS, its parents,
                  subsidiaries and their respective affiliates, officers,
                  directors, employees and agents, against any and all Loss,
                  hereinafter defined, that AEIS may incur or be subjected to as
                  a result of such action, including, without limitation, any
                  claims brought by any entity including but not limited to
                  governmental entities and Cardholders.

         j.       Purchases made with a Card having insufficient Points will be
                  deemed a deniable transaction. The correct way to handle the
                  purchase is described in the Cardholder agreement. If there is
                  a purchase made on a Card where there are insufficient Points
                  on the Card, the negative amount will be the responsibility of
                  the person whose signature appears on the Card, as described
                  in the Cardholder agreement.

         k.       CARDS LOST OR STOLEN IN TRANSIT IN THE INITIAL SHIPMENT FROM
                  AEIS WILL BE THE RESPONSIBILITY OF AEIS. The full risk of loss
                  for ordered Cards shall pass to Schoolpop immediately upon
                  their delivery to Schoolpop by AEIS and AEIS shall not
                  reimburse Schoolpop or Client for any delivered Card that is
                  lost, stolen, misappropriated, or that otherwise disappears or
                  is fraudulently or inappropriately used (together referred to
                  as "Loss"). Schoolpop shall remain solely liable for any Loss
                  caused by the negligence or willful misconduct of its
                  employees, agents or representatives after the shipment has
                  been received by Schoolpop. AEIS will not reimburse Schoolpop
                  or its Client or be responsible for any Loss in connection
                  with or after delivery of Cards to Schoolpop, its Clients or
                  the Cardholder whether they are shipped to Schoolpop, its
                  Client, or to either of their pre-designated delivery agents.
                  Only Cardholders are eligible to receive replacements from
                  AEIS and replacements are given only in accordance with the
                  agreement between the Cardholder and AEIS. Cards are usually
                  shipped in packaging with AEIS' designated vendor as the
                  return address. Notwithstanding the foregoing, AEIS shall bear
                  no risk of Loss and of non-receipt of Cards by the intended
                  Cardholder in the event that AEIS is instructed to use another
                  address as the return address, the address provided to AEIS
                  for Schoolpop or the Client was incorrect, the request for the
                  Card was unauthorized, and/or any information received by AEIS
                  with regard to the processing of the Order was fraudulent or
                  incorrect.

         l.       All agreements entered into between Schoolpop and its Clients,
                  shall contain a provision substantially similar to the
                  preceding Section 3 (k).


                                       4
<PAGE>

         m.       During the term hereof, Schoolpop shall maintain at all times
                  the following information with respect to Card resale and
                  distribution to Client:

                  i.       For each box of Cards, or partial thereof, sent from
                           AEIS's designated vendor to Schoolpop, the UPS(TM)
                           Tracking number appearing on the shipping label of
                           the box and the respective Card numbers for the Cards
                           contained in the box (AEIS's shipping vendor shall
                           include a list of Card numbers within each box.), and

                  ii.      The Client name and delivery date of each box of
                           Cards or partial thereof, sent from Schoolpop via
                           their designated shipping vendor, to the Client,
                           including proof of signature and tracking number for
                           the box, specific to Schoolpop's shipping vendor.

         n.       Schoolpop shall comply with all applicable Federal, State and
                  local laws concerning the use of Cards, including anti-money
                  laundering and anti-terrorism laws, and currency control
                  regulations. Schoolpop warrants it shall take measures to
                  track information about its Clients which shall meet
                  compliance requirements related to the above stated laws,
                  track all Card shipment(s) to each such Client, and maintain
                  appropriate records for its Clients for a period of seven (7)
                  years after termination of the Agreement and to provide such
                  records and other information to AEIS upon reasonable request
                  and subject to applicable law. Schoolpop shall further inform
                  in writing all of its Clients of their requirement to comply
                  with all applicable laws concerning the use of Cards,
                  including those laws stated in the previous sentence. School
                  shall inform its Clients of the requirement to maintain
                  records with respect to the Cards and Cardholders, and to
                  verify the identity of Cardholders as required by law, to
                  maintain records of the information used to verify each
                  Cardholder's identity, to retain such records for at least
                  seven (7) years following the date of distribution, including
                  name, home address, Card number, and other identifying
                  information, and the name, title and phone number of the
                  individual responsible for maintaining such records, and to
                  provide such records and other information to AEIS upon
                  reasonable request and subject to applicable law. Schoolpop
                  and Schoolpop's Clients shall establish and maintain an
                  anti-money laundering program with an assigned compliance
                  officer and compliance program. Details of such shall be
                  provided to AEIS upon request. Schoolpop and Schoolpop's
                  Clients shall not accept cash, coin or currency in exchange
                  for Cards. Schoolpop shall indemnify and hold harmless AEIS
                  its parents, subsidiaries and their respective affiliates,
                  officers, directors, employees and agents, against any and all
                  Loss that AEIS may incur or be subjected to as a result of or
                  arising out of Schoolpop's failure to comply with such laws
                  and regulations, including, without limitation, any Loss
                  resulting from any claims brought by any entity including but
                  not limited to governmental entities, unless due to the acts
                  or omissions of AEIS. AEIS reserves the right, at its sole
                  discretion, to monitor and enforce Schoolpop's compliance with
                  all applicable laws and regulations, including but not limited
                  to those contained in this Section 3 (n). Schoolpop shall
                  monitor and use reasonable commercial efforts to enforce its
                  Clients' compliance with all applicable laws and regulations
                  including, but not limited to those contained in this Section
                  3 (n). All agreements entered into between Schoolpop and its
                  Clients shall contain a provision substantially similar to
                  this Section 3 (n).

         o.       Schoolpop agrees that it will indemnify and hold AEIS harmless
                  for any claims or losses resulting from its failure to comply
                  with the requirements of Sections 4 (k), (m-n), unless due to
                  the acts or omissions of AEIS.

         p.       AEIS will not hold Schoolpop responsible for or seek to
                  collect from Schoolpop any Loss caused by or resulting from
                  any Cardholder's fraud, misuse, or negative balance
                  transactions involving the Cards except to the extent such
                  Loss was caused by Schoolpop's breach of a representation,
                  warranty, or covenant of this Agreement or if Schoolpop (or
                  Schoolpop's employees, agents or representatives) participated
                  in or had knowledge of any deceptive, fraudulent or other
                  illegal activity.

         q.       Schoolpop acknowledges that Points must be used prior to the
                  expiration date of the Cards. No refund will be made with
                  respect to Points remaining on Cards at the time of expiration
                  to Schoolpop, its Clients or the Cardholders, subject to
                  applicable law. Schoolpop further acknowledges the Cardholder
                  Agreement contains such notice to Cardholders.

5.       PAYMENT INSTRUCTIONS

         a.       Effective Period One, Schoolpop shall provide full payment of
                  Card funding via wire transfer for Orders placed through the
                  end of Period One. AEIS shall fulfill such Orders upon receipt
                  and clearance of funds.

         b.       Effective Period Two, Schoolpop shall provide the full payment
                  of Card funding via ACH Debit at the time Schoolpop requests
                  activation of Cards. AEIS shall activate the Cards by loading
                  the appropriate number of Points onto the Cards as determined
                  by the denomination, and at which time the Cards shall be
                  ready for use by Cardholders within two (2) business days.

                                       5
<PAGE>

         c.       Schoolpop shall pay AEIS $25.00 each time a wire transfer is
                  used for amounts under $5,000.

         d.       The Schoolpop account number as detailed on Exhibit 3,
                  attached hereto, must be on each form of payment along with
                  the amount of funding to be applied to each account number.
                  Failure to provide AEIS with this account number and funding
                  detail may result in a delay in Funding.

         e.       Schoolpop shall pay AEIS $15.00 for each returned ACH Debit
                  payment.

         f.       All instruments bearing funds for Cards should be made payable
                  to American Express Incentive Services, L.L.C. AEIS' required
                  payment method is in U.S. currency. AEIS reserves the right to
                  decline payment made in any other currency.

         g.       The following instructions should be used for Electronic
                  Settlements to AEIS:

                  American Express Incentive Services
                  c/o Bank of America
                  Dallas, TX
                  Routing/ABA #111000012
                  Account #375-100-6936
                  Reference:  XXXX  (Client Name and Account #)

                  All invoices for Schoolpop should be sent to the following
                  address:

                  Schoolpop, Inc.
                  Attn: Paul Robinson
                  Address: 3885 Crestwood Parkway, Suite 550
                  City, State, Zip: Duluth, GA 30096
                  Phone #: 770-638-5101
                  Fax #:  770-678-3334
                  Email address: probinson@Schoolpop.com

         Schoolpop agrees to notify AEIS promptly in the event the address or
         contact for invoice submission changes.

6.       ORDERING INSTRUCTIONS

         a.       Effective Period One, Schoolpop's designated contact shall
                  place Orders by submitting data in an electronic document via
                  email to AEIS.

         b.       Schoolpop will be assigned a user name and password that will
                  be used for identification when placing Orders using
                  easyorder(TM). Schoolpop authorizes AEIS to accept and process
                  Orders from anyone using Schoolpop's password. AEIS will have
                  no obligation or responsibility for verifying the identity of
                  anyone using Schoolpop's password. Schoolpop shall have the
                  responsibility of safeguarding Schoolpop's password and should
                  not reveal its password to anyone. AEIS will not ask Schoolpop
                  in an unsolicited telephone call or email for its password. In
                  addition, Schoolpop should take precautions when using a
                  computer that is not its own or in a public setting. If
                  Schoolpop suspects that someone else may have had access to
                  its password, Schoolpop shall notify AEIS immediately.

         c.       Effective with Period Two, the following ordering terms and
                  conditions apply:

                  i.       Schoolpop shall order Cards in increments of 100 per
                           box and shall not place Orders for any partial box
                           (es) of 100, nor request any partial activation of
                           any box (es).

                  ii.      Cards within each box shall be of the same product
                           and Point value. AEIS shall not mix products and/or
                           Point values within any single box.

                  iii.     Upon receipt of Cards, Schoolpop shall confirm
                           receipt of such Cards as detailed in the Trust
                           Agreement.

                  iv.      AEIS shall use commercially reasonable efforts to
                           activate each full box of Cards within two (2)
                           business days upon receipt of the UPS(TM) Tracking
                           number (used by AEIS's designated shipping vendor)
                           for the box of Cards from Schoolpop along with the
                           receipt and clearance of Card funding for the box of
                           Cards.

                  v.       Once activated, all Cards become the property of
                           Schoolpop, excluding all Marks as detailed in Section
                           8, and further defined within the Trust Agreement.

                  vi.      Activation terms for New Cards shall follow the
                           process established for existing Cards.

                                       6
<PAGE>

7.       PROGRAM COMMUNICATIONS

         a.       All rights to the name, logo, service marks and/or trademarks
                  (the "Marks"), trade names, tag lines, or any other
                  proprietary designation ("Proprietary Designation") of AEIS
                  remains the sole property of AEIS. Certain use of the Marks
                  and Proprietary Designation of American Express Travel Related
                  Services Company and Maritz Inc. has been granted to AEIS
                  under license agreements. It is understood that the Marks may
                  be necessary to enhance the impact and clarity of Program
                  communications. All use of Marks and Proprietary Designations
                  of AEIS, American Express and Maritz Inc. requires prior
                  written approval from AEIS and use of the Marks shall follow
                  and be subject to requirements issued by AEIS and attached
                  hereto as Exhibit 4 and 4.A and 4.B, including any such Marks
                  used by Schoolpop's Clients.

         b.       Camera-ready artwork is available from AEIS for inclusion of
                  the AEIS logo or to display a picture of a Card in Program
                  communications. Requests for camera-ready artwork should be
                  directed to the address below.

         c.       Schoolpop shall inform AEIS in writing, and obtain prior
                  written consent (which consent shall not be unreasonably
                  withheld), for any and all television, radio, newspaper,
                  magazine, Internet, Intranet, or other advertising,
                  promotional or marketing campaign or strategy using the Marks
                  or when referring directly to American Express Travel Related
                  Services Company, Maritz Inc. or AEIS or any American Express
                  merchant.

         d.       Schoolpop is solely responsible for ensuring that any names
                  and/or logos, designs, pictures or other intellectual
                  property, which are provided by Schoolpop to be used in the
                  Program (including collateral material), does not infringe or
                  violate the intellectual property rights of any other party
                  and shall indemnify AEIS from any and all claims made by any
                  third party respecting such infringement.

         e.       Schoolpop shall discontinue its use and shall notify its
                  Clients to discontinue use of the Marks, including all
                  American Express merchant marks, and all associated
                  promotions, including but not limited to Client promotions,
                  upon termination of this Agreement.

         f.       Schoolpop, at its option, may request that AEIS include in the
                  shipment of Cards, Program specific collateral materials.
                  Program specific collateral materials are subject to review
                  and approval by AEIS and additional charges may apply.

         g.       AEIS retains the right to immediately terminate this Agreement
                  should Schoolpop distribute any promotional materials or
                  communications that are not approved by AEIS and/or do not
                  meet AEIS' branding guidelines, including American Express
                  merchant marks.

         h.       Schoolpop shall send all materials for review to:


                  Branding and Product Communications Specialist
                  American Express Incentive Services, L.L.C.
                  1309 N. Highway Drive
                  Fenton, MO  63099
                  Tel: 636-226-2071
                  Fax: 636-226-2002
                  AEIS shall review all submissions within seven (7) business
                  days.

8.       JOINT MARKETING AND COMMUNICATIONS

         a.       AEIS shall provide standard Card plastic design and standard
                  Card carrier design including pre-printed paper and electronic
                  copy, and standard Card envelope design for all Card packaging
                  (collectively "Card Packaging"). In the event Schoolpop or its
                  Clients request any non-standard Card plastic design or Card
                  Packaging, AEIS and Schoolpop shall mutually agree upon such
                  materials. AEIS shall provide to Schoolpop pricing for
                  non-standard materials

         b.       AEIS shall provide standard promotional materials, and
                  communication to provide market exposure for Cards. In the
                  event Schoolpop or its Clients request any non-standard
                  promotional or communication materials, AEIS and Schoolpop
                  shall mutually agree upon such materials. AEIS shall provide
                  to Schoolpop pricing for non-standard materials, which may or
                  may not include Cardholder website customization.

         c.       AEIS and Schoolpop shall mutually develop, market, and
                  implement two (2) new Cards for Program use no later than
                  October 1, 2004 as follows:

                  i.       A category Card, where AEIS shall put forth a
                           commercially reasonable effort to secure contracts
                           with a select group of merchants to participate in
                           the Card program as identified on Exhibit 5, attached
                           hereto, and to make changes to such categories and/or
                           merchants.

                                       7
<PAGE>

                  ii.      A grocery Card, where AEIS shall put forth a
                           commercially reasonable effort to secure contracts
                           with a select group of merchants leveraging
                           Schoolpop's existing relationships with grocery store
                           companies, as identified on Exhibit 5.A, attached
                           hereto, and to add other merchants as mutually agreed
                           upon by both parties.

                  iii.     AEIS shall communicate and maintain participating
                           merchants in the category and grocery Cards through
                           the Card website, an Interactive Voice Response
                           fax-back service listing of current merchants, and
                           through a merchant listing that shall accompany each
                           Card.

                  iv.      AEIS and Schoolpop mutually agree to pursue
                           additional Card products, as market conditions
                           warrant, for use in the NPO marketplace and shall
                           document such products in a separate Agreement.

         d.       The parties agree that the minimum number required for the
                  category Card shall be not less than 70% of the consumer
                  categories contained within Exhibit 5; and the grocery Card
                  not less than 70% national coverage to launch each
                  respectively. The parties shall mutually agree upon any New
                  Card minimum numbers required for each New Card launch.

9.       PROGRAM TERMS

         a.       From the Effective Date through September 30, 2004, Schoolpop
                  may order non-standard Encompass(R) Select denominations
                  (other than 25, 50, 75, and 100 Points) up to a maximum of 200
                  Points. Such non-standard Encompass(R) Select denominations
                  require eight (8) weeks to fulfill and must be ordered in
                  boxes of 100 Cards of like denominations. Schoolpop shall be
                  limited to $26,500,000 in total Encompass(R) Select sales
                  through December 31, 2004. Such limit may be increased in the
                  event Persona Select actual sales exceed its forecasted sales
                  for the period ending December 31, 2004. The limit increase
                  shall be calculated on three-to-one ratio of Encompass Select
                  sales to Persona Select Sales. Schoolpop shall discontinue
                  reselling Encompass(R) Select Cards on December 31, 2004 and
                  shall effectively manage and forecast Encompass(R) Select Card
                  needs to deplete such inventory as of December 31, 2004. In
                  the event that any unsold Encompass Select Cards remain in
                  inventory by Schoolpop on December 31, 2004, Schoolpop shall
                  provide to AEIS, no later than January 5, 2005, the
                  Encompass(R) Select Card numbers, the respective expiration
                  dates and denominations of the Cards. Such Card list shall be
                  provided to AEIS by Schoolpop via disk/CD and sent via a form
                  of shipment where signature is required upon delivery. AEIS
                  shall invoice Schoolpop for applicable destruction fees of
                  $2.00 per Card which shall be payable by Schoolpop within
                  thirty (30) days upon receipt of invoice.

         b.       Cards shall not be used to purchase gift certificates and/or
                  gift cards at participating merchants.

         c.       Schoolpop acknowledges it will be listed as a current Client
                  of AEIS. Schoolpop agrees to be used as a reference to current
                  and future AEIS Clients with prior approval from Schoolpop.

         d.       Schoolpop agrees to an annual review to take place forty-five
                  (45 days) prior to each contract anniversary, on or about June
                  15th of each contract year. This review will include, but is
                  not limited to, a review of volume performance, economics of
                  the products, and branding.

         e.       Schoolpop agrees to product and program training as required
                  by AEIS.

         f.       The parties agree to jointly develop a Cardholder appeasement
                  program. Such appeasement program shall require Schoolpop
                  develop a process with its Clients to mutually resolve
                  Cardholder appeasement issues prior to raising them with any
                  third party(ies).

         g.       AEIS may from time to time provide Schoolpop with certain
                  reasonable terms and provisions to be included in the
                  agreements to be entered into between Schoolpop and its
                  Clients and Schoolpop agrees that any such terms and
                  provisions shall be included in such agreements.

10.           PROGRAM SERVICING

         a.       AEIS will provide:

                  i.       24-hour customer service representation, via a 24x7
                           English speaking toll-free telephone number, for
                           Program Cardholders who have questions concerning a
                           Card. The toll-free numbers as of the drafting of
                           this Agreement are:

                           Persona(R) Select                    800-259-9526
                           Encompass(R) Select                  888-210-9821
                           Fill It Up(R)                        800-575-7365
                           Be My Guest(R)                       877-243-5082

                                       8
<PAGE>

                  ii.      Cardholders with the ability to obtain point balance
                           information through the following Cardholder Web
                           sites:

                           www.personaselect.com             Persona(R) Select
                           www.encompass-select.com          Encompass(R) Select
                           www.rewardearner.com/fillitup     Fill It Up(R)
                           www.rewardearner.com/bmg          Be My Guest(R)

                  iii.     Merchant Management - includes the management of the
                           authorization network, merchant settlement and
                           dispute handling, and

                  iv.      AEIS will provide reasonable assistance to Schoolpop
                           in managing the Program as needed and requested by
                           Schoolpop. Additional charges may apply.

                  v.       AEIS and Schoolpop shall mutually agree upon a Client
                           and/or Cardholder appeasement process and the
                           respective financial responsibility.

         b.       AEIS reserves the right to change program servicing from time
                  to time.

11.      REPRESENTATIONS AND WARRANTIES

         a.       Schoolpop and AEIS each represents and warrants that
                  participation in the Program shall at all times conform to the
                  highest standards of business ethics and practices and at no
                  time will they permit any act to be done by their employees or
                  representatives that will damage the name, reputation or
                  goodwill of the other party or its affiliated companies.

         b.       Schoolpop and AEIS each further represents and warrants that
                  its participation in the Program is and will remain during the
                  term of this Agreement in compliance with all laws, rules and
                  regulations applicable to it.

         c.       Schoolpop and AEIS each further represents and warrants that
                  they are authorized to enter into this Agreement and that this
                  Agreement does not violate any other agreement to which it is
                  a party.

12.      CONFIDENTIALITY

         a.       The terms, procedures, any applicable criteria for success and
                  results of this Agreement and all information furnished by and
                  between the parties in connection with this Agreement shall be
                  confidential and shall not be disclosed by either party
                  without the express written consent of the other party;
                  provided that Schoolpop shall have the right to disclose such
                  information as may be required to comply with applicable SEC
                  regulations.

         b.       Both parties acknowledge that they may have access to or
                  receive confidential information, data, and materials about
                  the other party, their Clients and Cardholders, and their
                  entities, including, without limitation, marketing
                  philosophies and objectives, pricing information, business
                  materials and data, processes, customer lists, product
                  information, financial data, competitive advantages and
                  disadvantages, and other confidential information received
                  ("Confidential Information"), and that disclosure or misuses
                  of such Confidential Information, would be irreparably
                  damaging to the other party. Accordingly, both parties agree
                  to receive and hold in confidence all Confidential Information
                  considered proprietary or confidential by the other party, and
                  agree not to disclose or use such information in any manner
                  except for uses contemplated by this Agreement unless
                  permitted in writing in advance by the other party (except for
                  information disclosed to Cardholders in accordance with the
                  Cardholder Agreement). Both parties also agree to bind their
                  employees, and subcontractors to compliance with this
                  paragraph and to take all other reasonable action to ensure
                  protection of the Confidential Information.

         c.       Such Confidential Information is subject to the terms and
                  conditions of this Agreement, if (a) such Confidential
                  Information is either Party's marketing philosophies and
                  objectives, financial and pricing information, Client lists,
                  business processes or competitive advantages and
                  disadvantages; (b) such Confidential Information is disclosed
                  verbally and is verbally identified as proprietary or
                  confidential at the time of disclosure, and there exists a
                  written record that such Confidential Information was
                  disclosed and identified verbally as proprietary or
                  confidential; or (c) such Confidential Information is in
                  written, graphic or electronic form when disclosed and the
                  media that contains such Confidential Information is clearly
                  marked "confidential" or "proprietary", or something
                  substantially similar. Notwithstanding the foregoing,
                  Confidential Information shall not include (d) information
                  that is publicly known, already known by, or in the possession
                  of the non-disclosing party, or (e) is independently developed
                  by the non-disclosing party without use or reference to the
                  other party's Confidential Information, or (f) is rightly


                                       9
<PAGE>

                  obtained by the non-disclosing party from a source other than
                  the disclosing party without such restrictions.

         d.       Each party agrees that during the term of this Agreement and
                  thereafter (a) it will use Confidential Information belonging
                  to the other party solely for purposes outlined in this
                  Agreement, (subject to the terms and conditions thereof), (b)
                  it will not disclose Confidential Information belonging to the
                  other Party to any third party other than the receiving
                  Party's employees, affiliates, agents, permitted vendors,
                  subcontractors and/or professional advisors on a need-to-know
                  basis who are advised of the confidential nature of the
                  Confidential Information and under a similar confidentiality
                  agreement, and (c) each Party will treat the Confidential
                  Information of the other Party with the same care that the
                  receiving party normally affords its own proprietary and
                  confidential information. If any such employee, affiliate,
                  agent, subcontractor or professional advisor discloses or uses
                  the Confidential Information in a manner not permitted under
                  this Agreement, the party disclosing the Confidential
                  Information to such employee, affiliate, agent, subcontractor
                  or professional advisor will be liable therefore. If either
                  party is required by law to disclose Confidential Information,
                  it may be disclosed, provided that, unless prohibited,
                  sufficient prior notice is given to the non-disclosing party
                  to afford it an opportunity to take whatever steps it deems
                  necessary to protect the confidential nature of the
                  Confidential Information. In the event a party is required to
                  disclose the other party's Confidential Information in
                  connection with any judicial proceeding or government
                  investigation, a notification of such requirement shall
                  promptly occur allowing a reasonable time for the appropriate
                  party to seek a protective Order from the appropriate court or
                  government agency. Thereafter, Confidential Information may be
                  disclosed to the extent required by law, subject to any
                  applicable protective Order.

         e.       Upon request of the other party, each party will promptly
                  return to the other any or all Confidential Information of the
                  other then in its possession or under its control provided,
                  however, that each party may retain one copy of all such
                  Confidential Information solely for its own internal records,
                  such Confidential Information to remain subject to the
                  restrictions on use and disclosure contained in this Agreement

         f.       Authorized users, ("Authorized Users") include Schoolpop, its
                  affiliates and its Client's personnel involved in
                  administering the Program and eligible Cardholders of a
                  Schoolpop Program. Schoolpop acknowledges that it will likely
                  receive private information ("PI") from Authorized Users that
                  will be subject to various privacy laws and regulations in the
                  various States in which the Authorized Users and the parties
                  hereto reside. Furthermore, Schoolpop, and/or its Client, will
                  likely be providing such PI to AEIS for identification of such
                  Authorized Users. Schoolpop shall, and shall cause its Client
                  to, (a) comply with all applicable privacy laws and
                  regulations, (b) shall provide to AEIS evidence of such
                  compliance upon request, (c) and shall obtain such
                  permissions, clearances, or other allowances as shall be
                  necessary for AEIS to use such PI as contemplated hereunder.
                  Schoolpop shall, and shall cause its Client to, (d) cooperate
                  with AEIS with respect to complying and avoiding any claims
                  based on PI rights of others including without limitation
                  Schoolpop and/or its Client communicating to AEIS all
                  necessary acts and safeguards required of AEIS in handling PI,
                  (e) providing such notices and information to Authorized Users
                  as required, (f) identifying all PI as PI at the time of its
                  transmission to AEIS, (g) segregating any PI required to be
                  handled differently as necessary to ensure its proper
                  treatment including without limitation not providing PI to
                  AEIS and, if applicable, (h) PI that has been "opted out" of
                  Schoolpop's or its Client's permission for use hereunder.
                  Schoolpop and its Client shall respectively bear the cost of
                  compliance with all privacy laws and regulations. Schoolpop
                  will, at its sole cost and expense, defend, indemnify and hold
                  harmless AEIS and each of its respective officers, directors,
                  employees, agents, contractors, affiliates, service providers
                  and insurers (collectively, "AEIS Indemnified Parties") from
                  and against any and all loss or liability, claims, demands,
                  damages, losses and expenses including, without limitation,
                  reasonable attorneys, accountants and expert witness fees,
                  costs and expenses that the AEIS Indemnified Parties, or any
                  one or more of them, may sustain or incur as a result of a
                  claim of violation of any law or regulation or personal right
                  directed to protecting the PI rights of individuals or the
                  use, misuse, collection, loss of privacy or confidentiality,
                  or other mishandling or improper or illegal act with respect
                  to such PI including without limitation governmental
                  enforcement action as well as civil claims involved with any
                  such Schoolpop Program. Excluded from the obligation to defend
                  and indemnify shall be any claims or damages attributable
                  solely to the negligence or intentional misconduct of any AEIS
                  Indemnified Party, and solely as to that AEIS Indemnified
                  Party to which such negligence or intentional misconduct is
                  attributable. The obligations under this Section 12 shall
                  survive the termination, cancellation, and expiration of this
                  Agreement.



                                       10
<PAGE>

13.      INSURANCE

         a.       Schoolpop shall, during the term of this Agreement, at its own
                  cost and expense, procure with sound and reputable insurers,
                  the following insurance coverage's: (i) Workers' Compensation
                  Insurance in an amount not less than the statutory limits for
                  the state(s), country or province in where the services are to
                  be performed; (ii) Employer's Liability Insurance not less
                  than (a) $100,000 per occurrence, and not less than $100,000
                  aggregate limit of liability per policy year for disease,
                  including death at any time resulting therefrom, not caused by
                  accident or (b) such amount as required by law, whichever is
                  higher; (iii) Comprehensive General Liability Insurance,
                  including blanket extended coverage against all hazards,
                  including personal injury and death resulting therefrom, for
                  not less than $1,000,000 per occurrence, and not less than
                  $2,000,000 aggregate; (iv) Automobile Liability insurance
                  against liability arising from the maintenance or use of all
                  owned, non-owned and hired automobiles and trucks used to
                  provide services, with (a) a minimum limit of liability for
                  bodily injury of $1,000,000 in the aggregate, and with a
                  minimum limit of liability for property damage of $500,000 per
                  accident, or (b) amount as required by law, whichever is
                  higher; and (v) fidelity or crime policy of not less than
                  $3,000,000 in the aggregate against misappropriation and/or
                  destruction of Cards.


         b.       Schoolpop's insurance shall be deemed primary. Schoolpop shall
                  provide AEIS with certificates of insurance evidencing the
                  coverage's required hereunder within fifteen (15) days after
                  execution of this Agreement. Each policy required hereunder
                  shall provide that AEIS shall receive thirty (30) days advance
                  written notice in the event of a cancellation or material
                  change in such policy. Each policy of insurance which
                  Schoolpop is required to possess under this Agreement shall
                  name AEIS, and its Directors, Officers, and Employees, as
                  additional insured in the insurance policy limits herein
                  required. In the event that any service under this Agreement
                  is to be rendered by persons other than Schoolpop's employees,
                  Schoolpop shall furnish AEIS with evidence of insurance for
                  such persons subject to the same terms and conditions as set
                  forth above and applicable to Schoolpop prior to commencement
                  of service by such person(s).

14.      GENERAL TERMS & CONDITIONS

         a.       This Agreement along with the Trust Agreement constitute the
                  entire Agreement between the parties hereto and supersedes all
                  prior communications and agreements between the parties with
                  respect to the subject matter hereof. Except for changes in
                  AEIS product rules and other procedural or operational changes
                  in terms initiated by AEIS as described herein, this Agreement
                  may not be modified or otherwise amended except by a further
                  writing executed by both parties hereto, which writing makes
                  specific reference to this Agreement.

         b.       No right or interest in this Agreement shall be assigned by
                  Schoolpop without prior written permission of AEIS, which
                  shall not be unreasonably withheld.

         c.       This Agreement shall be deemed to have been made and executed
                  in the State of Missouri and any dispute arising thereunder
                  shall be resolved in accordance with the laws of the State of
                  Missouri, without reference to its rules governing conflicts
                  of law.

         d.       Either party may terminate this Agreement with written notice
                  to the other party as follows:

                  i.       Should either party (1) admit in writing its
                           inability to pay its debts generally as they become
                           due; (2) make a general assignment for the benefit of
                           creditors; (3) institute proceedings to be
                           adjudicated a voluntary bankrupt; (4) consent to the
                           filing of a petition or bankruptcy against it; (5) be
                           adjudicated by a court of competent jurisdiction as
                           being bankrupt or insolvent; (6) seek reorganization
                           under any bankruptcy act; (7) consent to the filing
                           of a petition seeking such reorganization; or (8)
                           have a decree entered against it by a court of
                           competent jurisdiction appointing a receiver,
                           liquidator, trustee, or assignee in bankruptcy or in
                           insolvency covering all or substantially all of such
                           party's property or providing for the liquidation of
                           such party's property or business affairs; then, in
                           any such event, the other party, at its option and
                           without prior notice, may terminate this Agreement
                           effective immediately; or

                  ii.      Upon the occurrence of a breach by the other party,
                           which breach has not been cured within (30) days
                           after the date of written notice to the breaching
                           party by the non-breaching party; or

                  iii.     For non-payment of any amounts due hereunder. In the
                           event this Agreement is terminated for any reason
                           prior to May 31, 2009, all unpaid Marketing Rights
                           Fees incurred to the termination date, will be fully
                           due and payable by Schoolpop to AEIS. Upon
                           termination, each party will return to the other or
                           destroy, and provide written certification of
                           destruction of, all information furnished by such
                           other party hereunder, prior to termination and
                           follow necessary termination instructions detailed in
                           the Trust Agreement. All Cards ordered by Schoolpop
                           and supplied by AEIS shall be governed by the terms
                           and conditions of this Agreement and the Trust
                           Agreement.

                                       11
<PAGE>

         e.       Notwithstanding anything contained herein to the contrary, the
                  cumulative liability of the parties to one another for any
                  claims, liabilities, losses, damages or expenses, direct or
                  indirect, arising out of or related to this Agreement shall
                  not exceed the lesser of $50,000 or (not including other
                  funding amounts such as the Point value of Cards) or the
                  amount paid by Schoolpop to AEIS for the immediately preceding
                  twelve (12) months provided, however, that in no event shall
                  this limitation of liability apply to any claims, liabilities,
                  losses, damages, or expenses, direct or indirect, arising out
                  of or related to this Agreement brought by the actions of
                  Schoolpop pursuant to paragraphs 4(e), 4(i), 4(k), 4(p), 5(a),
                  5(b), 6(b), 7(a), 7(d), 14(d.iii), 9(f) and Sections 2, 3 11,
                  12, and 13, and Exhibit 1 of this Agreement. In no event shall
                  either party be liable to the other, under any theory, for
                  lost profits, exemplary, punitive, special incidental,
                  indirect, or consequential damages.

         f.       In the event that either party breaches or violates any
                  covenant or agreement contained in this Agreement, or in the
                  event of any breach or violation (or alleged breach or
                  violation) of any covenants or agreement made by LoyaltyPoint
                  with any Client or other third party, the breaching party
                  shall indemnify and hold harmless the other party, its
                  affiliates, parent company(ies), officers, directors,
                  employees, and agents against and in respect of any and all
                  costs, expenses, deficiencies, litigation, proceedings, taxes,
                  levies, assessments, attorneys' fees, damages or judgments of
                  any kind or nature whatsoever, related to, arising from, or
                  associated with such breach or violation (or alleged breach of
                  violation). The non-breaching party shall give the breaching
                  party prompt notice of the non-breaching party's intention to
                  make a claim for indemnification hereunder. the breaching
                  party shall have the opportunity to defend the underlying
                  claims, suit or proceeding by competent counsel of its own
                  choosing, provided that non-breaching party has approved such
                  counsel, which approval shall not be unreasonably withheld.
                  The non-breaching party shall cooperate in the defense of such
                  claim, suit or proceeding. The obligations under this Section
                  14 shall survive the termination, cancellation, and expiration
                  of this Agreement.

         g.       Any notice required or permitted under this Agreement will be
                  effective if in writing and delivered personally, sent by
                  certified U.S. Mail, return receipt requested, postage
                  prepared, sent by a national overnight delivery service (such
                  as Federal Express), or sent by telefax, in each instance
                  addressed and delivered personally or sent for delivery as
                  provided on the signature page of this Agreement. Any notice
                  shall be deemed given (a) if personally delivered when
                  received by the intended recipient, (b) if sent by telefax,
                  when sent and receipt is confirmed, provided that the
                  recipient is sent another copy by one of the other means of
                  notice specified in this section, or (c) if sent by certified
                  mail or overnight delivery, on the earlier of the date of
                  receipt by the intended recipient or three (3) days after the
                  date on which the notice is sent.

         h.       Upon termination of this Agreement, Schoolpop shall have the
                  right to continue to sell any Cards in its possession for a
                  period of three (3) months following the effective date of
                  termination, subject to compliance with the applicable terms
                  and conditions set forth herein, provided however, that
                  termination of the Agreement is not due to a breach of
                  representation or warranty of the Agreement by Schoolpop in
                  which case Schoolpop shall discontinue selling Cards
                  immediately upon termination.





                           [Signature Pages Attached]

                                       12
<PAGE>


Signed for and on behalf of SCHOOLPOP INC.

Name: Paul Robinson
                                    --------------------------------------------
Title: Chief Executive Officer


Its duly authorized agent in the presence of:

Witness
                                    --------------------------------------------

Printed name
                                    --------------------------------------------



Name:  Sheree Herr
                                    --------------------------------------------
Title: VP, Legal Management

Its duly authorized agent in the presence of:

Witness
                                    --------------------------------------------

Printed name
                                    --------------------------------------------

                                       13
<PAGE>

                                    EXHIBIT 1

                        TRUST AGREEMENT - FULL LIABILITY

AGREEMENT between

American Express Incentive Services, L.L.C. organized under the laws of the
State of Missouri, USA, with an office at 1309 North Highway Drive, Fenton, MO
63099, USA ("AEIS")

And

Schoolpop, Inc., a Delaware corporation, with an office at 3100 Five Forks
Trickum Road, Suite 410, Liliburn, GA 30047 USA ("Seller").

1.       AEIS and Seller have entered into an American Express Stored Value
         Products reseller Agreement of even date herewith pursuant to which
         Seller is authorized to resell certain Cards as such term is defined
         therein. As such, AEIS hereby appoints Seller as trustee and agent to
         sell incentive cards issued by AEIS including Persona Select(R), Be My
         Guest(R), Fill It Up(R), Encompass Select(R), and any other incentive
         Card offered by AEIS (hereinafter collectively referred to as "Cards")
         in standard denominations of 25 Points, 50 Points and 100 Points
         according to the specific terms in the Reseller Agreement Effective
         August 1, 2004, and any amendments thereto.

2.       In consideration of its entitlement to the charges referred to in
         paragraph (g) below, Seller accepts appointment as such trustee and
         agent and agrees:

         a.       To receive and hold in trust for AEIS, any Cards which are
                  delivered to Seller until paid for by Seller. AEIS or their
                  representatives or vendors may deliver Cards to any employee
                  or representative of Seller and such employees and
                  representatives are hereby authorized to accept such Cards on
                  behalf of Seller.

         b.       To acknowledge Seller's receipt of such Cards in writing to:
                  (i) confirm and inform AEIS of the physical inventory of each
                  Card delivery, and (ii) provide written confirmation of each
                  Card delivery to an AEIS authorized representative by
                  returning a completed Acknowledgement of Receipt form attached
                  hereto as Schedule I and following the directions included
                  thereon within 24 hours of receipt of each Card delivery
                  received by or on behalf of Seller.

         c.       To retain Cards in trust for AEIS in an "inactive" status as
                  sent by AEIS until paid in full by Seller to AEIS. Inactive
                  Cards do not have points loaded on the Cards and are not ready
                  for sale to or use by any consumer.

         d.       To prepay for each box of Cards to be sold by Seller. Upon
                  clearance of funds for each box of Cards, AEIS shall activate
                  the box of Cards at which time such box of Cards shall become
                  property of Seller. Following such activation, each Card shall
                  generally be ready for use at an appropriate establishment
                  within two (2) business days.

         e.       To sell the Cards in accordance with the written instructions
                  of AEIS.

         f.       To deliver to AEIS or their representatives any unsold Cards
                  upon demand by AEIS.

         g.       To collect any charges for the sale of Cards as may be
                  established by Seller.

         h.       To safeguard all Cards received by Seller at all times,
                  including inactive and active Cards and when the Cards are in
                  transit, as a prudent financial or commercial institution
                  should safeguard a like amount of its own cash. All Cards kept
                  on Seller's premises, both active and inactive, shall be kept
                  locked in Seller's safe which safe must be satisfactory to
                  AEIS. AEIS and/or their appointed representatives of AEIS or
                  American Express Travel Related Services Inc. as solely
                  determined by AEIS, shall be entitled to inspect and approve
                  Seller's safekeeping facilities at any time during normal
                  business hours.

         i.       To notify AEIS at destination indicated on the Acknowledgement
                  of Receipt Form, as soon as possible upon any loss of the
                  Cards due to theft, burglary, fire or other cause. All
                  notifications of loss must include the Card number for all
                  lost Card stock. In the event an entire shipment was lost, the
                  Card tracking number must also be provided. AEIS reserves the
                  right to hold Seller liable for any loss, as to which Seller
                  might not otherwise have been liable for under subparagraph
                  2(k) below, if Seller has unreasonably delayed reporting the
                  loss to AEIS, and such delay has disadvantaged AEIS or
                  prejudiced AEIS' ability to mitigate or eliminate its damages.

                                       14
<PAGE>

         j.       To maintain accurate records of all Cards sold or held in
                  inventory, including Card numbers, shipment tracking numbers,
                  account numbers, and the Acknowledgement Receipt form, etc.

         k.       To be responsible for any loss of any Cards received in
                  accordance with subsection (a) above prior to the time such
                  Cards are paid for by Seller, whether such loss occurs by
                  theft, burglary, hold-up, fire, dishonesty of employees,
                  mysterious disappearance, or any other cause irrespective of
                  such cause. In the case of loss of Cards, Seller shall pay
                  AEIS from time to time upon demand the amount of any Cards so
                  reported as lost and later used at any merchant or other
                  location or otherwise appear for sale for any reason
                  whatsoever. Seller shall be fully liable for the amounts paid
                  by AEIS and/or their affiliates with respect to such Cards
                  together with any additional reasonable costs incurred by AEIS
                  and/or their affiliates arising out of such Cards. Such
                  liability shall survive termination of this Agreement.

         l.       Not to sell Cards on credit or post-paid method of any kind to
                  any individual, company, or entity whatsoever nor to utilize
                  the Cards for the benefit of Seller, Seller's owners,
                  officers, employees, representatives or any third party.

         m.       To increase Seller's inventory of Cards by following AEIS'
                  process.

         n.       To destroy Cards for purposes of past expiration or reason
                  other than termination that causes Seller to remove from
                  inventory. Such Cards must be completely destroyed by
                  cremating or shredding to the point where such Cards cannot be
                  reconstructed in any way or Card numbers cannot be read in any
                  way. Such destruction must be evidenced by execution of AEIS'
                  Destruction Certificate, which is attached hereto as Schedule
                  II. The Destruction Certificate shall be executed by Seller
                  through two authorized signatures and shall particularly
                  describe the Cards by (1) Card product name, (2) Card number,
                  (3) denomination, (4) shipment tracking number, and (5)
                  quantity by product and denomination, and account number.
                  Seller shall pay AEIS associated destruction fees for such
                  Card destruction as detailed within the Destruction
                  Certificate. In the event any Cards certified as destroyed by
                  Seller are later used at any establishment or other location
                  or otherwise appear for sale for any reason whatsoever, Seller
                  shall be fully liable for the amounts paid by AEIS and/or
                  their affiliates with respect to such Cards together with any
                  additional costs incurred by AEIS and/or their affiliates
                  arising out of such Cards. In no event shall Seller throw away
                  discard expired or spoiled or otherwise unwanted Cards in any
                  other manner than described in this Section 2(n). Such
                  liability shall survive termination of this Agreement.

         o.       To pass to a security audit as performed by AEIS and/or their
                  appointed representatives of AEIS or American Express Travel
                  Related Services Inc. at a time and frequency solely
                  determined by AEIS during the term of this Agreement. This
                  Agreement shall be terminated by AEIS at AEIS' choice
                  immediately upon Seller receiving a non-passing status of such
                  security audit. AEIS may chose to allow Seller to conform to
                  non-passing elements of security audit within a time so
                  specified by AEIS in writing to Seller. Seller shall choose to
                  make necessary changes to conform to the security audit or
                  terminate the Agreement as so indicated in Section 4 below.

3.       This Agreement (a) may not be assigned by Seller without the written
         consent of AEIS, except to an entity controlling, controlled by or
         under common control with Seller, provided, however, Schoolpop shall
         remain liable for the obligations contained herein including the
         attachments and Exhibits thereto, and (b) may be modified only by an
         agreement in writing signed on behalf of AEIS by an executive officer.
         No other employees of AEIS have authority to modify or waive any term
         of this Agreement. This Agreement may be assigned by AEIS to any
         parent, subsidiary, affiliated or associate corporation without
         Seller's consent and shall, whether or not so assigned, inure to the
         benefit of any AEIS parent, subsidiary, associate or affiliate thereof
         which pays or becomes liable upon any Cards delivered to Seller under
         this Agreement.

4.       This Agreement shall remain in force until terminated by either party
         by notice given in accordance with paragraph 8, below and in accordance
         with Section 14(h) of the Agreement.

                  a.       Notices so given shall, unless otherwise specified
                           therein, be effective upon receipt whereupon both
                           parties shall cooperate in an effective wrap up of
                           all outstanding issues and transition of inventory
                           and other termination responsibilities as determined
                           by AEIS.

                  b.       Upon such termination, Seller shall forthwith remit
                           to AEIS or their agents all unsold Cards and shall
                           safeguard such Cards during transit to AEIS in such a
                           manner as detailed in Section 2(h) herein.

                                       15
<PAGE>

5.       The rights of AEIS hereunder shall not be prejudiced or restricted by
         any time given or forbearance extended to Seller in the enforcement of
         its rights and no waiver by AEIS of their rights in respect of any
         breach hereof by Seller shall be deemed to operate as a waiver in
         respect of any subsequent breach hereof.

6.       It is agreed between the parties that if any provision of this
         Agreement is held to be invalid, the remainder of this Agreement shall
         continue in full force and effect and shall be binding and effective on
         the parties thereto.

7.       This Agreement shall be subject to and governed by the laws of the
         State of Missouri, USA.

8.       All notices hereunder shall be mailed or faxed to the other party as
         follows: Notices to Seller shall be addressed or faxed to it at the
         address or fax number set forth on the first page hereof. Notices to
         AEIS shall be addressed or faxed as to:
<TABLE>
         <S>                                             <C>              <C>
         American Express Incentive Services, L.L.C.     with a copy to:  General Counsel's Office
         1309 North Highway Drive                                         American Express
         Fenton, MO 63099                                                 200 Vesey Street
         Attn: Legal Management                                           New York, N.Y. 10285-4908
         Fax: (636) 226-2009                                              Attn: Marcy Wilkov
                                                                          Fax: (212) 640-0360
</TABLE>

                           [Signature Pages Attached]

                                       16
<PAGE>

Signed for and on behalf of SCHOOLPOP INC.

Name: Paul Robinson
                                    --------------------------------------------
Title: Chief Executive Officer


Its duly authorized agent in the presence of:

Witness
                                    --------------------------------------------

Printed name
                                    --------------------------------------------



Name:  Sheree Herr
                                    --------------------------------------------
Title: VP, Legal Management

Its duly authorized agent in the presence of:

Witness
                                    --------------------------------------------

Printed name
                                    --------------------------------------------

                                       17
<PAGE>

                                   EXHIBIT 1.A

ACKNOWLEDGEMENT OF RECEIPT FORM

Schoolpop Inc., a for-profit company incorporated under the laws of the state of
Delaware, USA with an office at 3885 Crestwood Parkway, Suite 550, Duluth, GA
30096 USA (hereinafter referred to as "Seller").

Seller, named above, as trustee and agent of AEIS, acknowledges receipt of the
Cards listed on page 2 of the Acknowledgement of Receipt Form hereof ("Cards")
and agrees: (1) to hold the Cards IN TRUST for AEIS pursuant to the terms of the
Trust Agreement; (2) to sell the Cards only in accordance with written
instructions from AEIS; (3) to collect such charges for the sale of Cards as
Seller may establish from time to time; (4) to safeguard the Cards as a prudent
person would safeguard a like amount of his own cash; (5) to notify AEIS
promptly, at the address listed on page 2 of the Acknowledgement of Receipt Form
hereof, of any loss of Cards due to theft, burglary, fire or any other cause.
(6) (A) to be responsible for any loss of Cards unless the Cards were
safeguarded in accordance with Section 2.h of the Trust Agreement and the loss
occurred without Seller's fault. (B) to be absolutely responsible without regard
to Seller's fault for any loss of Cards due to failure to safeguard the Cards in
accordance with Section 2(h) of the Trust Agreement or due to the dishonesty of
Seller's employees or agents or due to a disappearance which Seller cannot
explain. (7) to pay AEIS upon demand for any Cards so lost which have been
presented to any establishment or retailer in exchange for service(s) or
product(s) so reported by Seller as lost and later used at any establishment or
other location or otherwise appear for sale for any reason whatsoever, Seller
shall be fully liable for an amount of money equal to the face value of amounts
paid by AEIS and/or their affiliates with respect to such Cards together with
any additional costs incurred by AEIS and/or their affiliates arising out of
such Cards. and (8) that the terms hereof shall not relieve Seller of any
obligation or liability under any other agreement relating to the sale of Cards
existing between Seller and AEIS, its parent, subsidiaries or affiliates.
WARNING: Except in the event of termination of the Agreement Do Not Return Any
of the Cards Listed on page 2 of the Acknowledgement of Receipt Form. If it is
necessary to reduce Seller's inventory of Cards, including spoiled or expired
Cards, destroy such Cards by cremating or shedding and evidence their
destruction by a Destruction Certificate attached to the Agreement as Exhibit
1.C, applicable destruction fees shall apply. The Destruction Certificate shall
be (i) on the Seller's letterhead, (ii) executed by Seller through two
authorized signatures and (iii) shall particularly describe the Cards by (a)
name of Card product, (b) Card number, (c) denomination, (d) shipment tracking
number, and (e) quantity by product, denomination and account number. Schoolpop
shall forward the original Destruction Certificate to AEIS and Schoolpop shall
confirm receipt by AEIS. If this procedure is not practical, contact AEIS Client
Service Support for specific instructions regarding disposition.

AMERICAN EXPRESS INCENTIVE SERVICES, L.L.C., is the designated servicing agent
for the following Cards:

Persona(R) Select, Be My Guest(R), Fill It Up(R), Encompass(R) Select, and any
other pre-denominated incentive card offered by AEIS.

                                       18
<PAGE>

                    ACKNOWLEDGEMENT OF RECEIPT FORM - PAGE 2

Schoolpop, Inc., a for-profit company incorporated under the laws of the state
of Georgia, USA with an office at 3885 Crestwood Parkway, Suite 550, Duluth, GA
30096 USA (hereinafter referred to as "Seller")
<TABLE>
<CAPTION>
------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------
DATE RECEIVED       UPS TRACKING      PRODUCT       ACCOUNT #        DENOMINATION        BEGINNING CARD       ENDING CARD
                       NUMBER                                                                NUMBER              NUMBER
------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------
<S>                <C>             <C>            <C>             <C>                 <C>                   <C>
------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------

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

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

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

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

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

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

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

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

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

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

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

------------------ --------------- -------------- --------------- ------------------- --------------------- -----------------
</TABLE>

Fax completed Acknowledgement of Receipt Form to Gregg Baum, 636.226.2004, or by
certified mail to 1309 North Highway Drive, Fenton, MO 63099, attention: Gregg
Baum.

                                       19
<PAGE>
                                   EXHIBIT 1.B

                   AMERICAN EXPRESS INCENTIVE SERVICES, L.L.C.
                              1309 N. HIGHWAY DRIVE
                                FENTON, MO 63099

Seller, named above, as trustee and agent of CERTIFICATE OF INVENTORY
DESTRUCTION FOR ANONYOMOUS CARDS ONLY

MUST BE RECEIVED BY AEIS AT LEAST 15 DAYS PRIOR TO VALID THROUGH DATE ON CARD.

CLIENT NAME: SCHOOLPOP, INC.            DATE OF ORIGINATING ORDER:______________

CLIENT ADDRESS: 3885 CRESTWOOD PARKWAY, SUITE 550, DULUTH, GA 30096 USA

CLIENT ACCOUNT #:______________ DESTROYING WHOLE OR PART OF AN ORDER____________

1.       The undersigned hereby certifies that:

         [X] Each of the cards described on the attached Schedule A
             (the "Cards") has been destroyed;
         [X] Destruction of the Cards was necessary because
             _______________________________________________
         [X] The Cards were destroyed by this
             Method:_____________________________________________________
         [X] At the time of destruction, Schoolpop Inc. was the unconditional
             trustee of each of the Cards and was holding in trust for AEIS, and
             none of the Cards described herein have been assigned, transferred,
             or issued to any person, firm, or corporation.

2.       Schoolpop, Inc., on behalf of itself and its successors and assigns,
         agrees that should any charge(s) be incurred with respect to any of the
         Cards, Schoolpop, Inc. will, upon request of American Express Incentive
         Services, LLC ("AEIS"), pay AEIS the full amount of such charge(s) and
         Schoolpop Inc. shall indemnify AEIS, its officers, and members, and
         hold each of them harmless from and against any and all claims, actions
         and suits, whether groundless or otherwise, and from and against any
         and all liabilities, losses, damages, costs, charges and any other
         expenses (including but not limited to attorneys' fees and expenses) of
         every nature and character by reason of the cancellation and
         destruction of the Cards or the making of any payment or costs incurred
         as a result of any use of the Cards described herein.

SCHOOLPOP INC.

By:
   -----------------------------------  Return this original Destruction
                                        Certificate and completed Certificate of
Name:                                   Inventory Destruction to AEIS at the
     ---------------------------------  above address via certified mail or
                                        other tracked shipment method.
Title:
      --------------------------------

Date:
     ---------------------------------

WITNESS                                  WITNESS

Name:
     ---------------------------------   ---------------------------------------

Title:
      --------------------------------   ---------------------------------------

Date:
     ---------------------------------   ---------------------------------------
                 (Signature)                          (Signature)

                                       20
<PAGE>


                                   EXHIBIT 1.C
           CERTIFICATION OF INVENTORY DESTRUCTION FOR SCHOOLPOP, INC.

If the number of Cards destroyed requires more rows, use multiple pages of this
form or type the denomination and Card numbers into a spreadsheet and attach the
printed spreadsheet to this form.
<TABLE>
<CAPTION>
----------------------- --------------------------------------------- ----------------------
 DENOMINATION           CARD #                                        CARD STATUS (active
                                                                      or inactive)
----------------------- --------------------------------------------- ----------------------
<S>                     <C>                                           <C>
----------------------- --------------------------------------------- ----------------------

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

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

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

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

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

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

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

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

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

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

----------------------- --------------------------------------------- ----------------------
</TABLE>

Total number of ACTIVE Cards:________________________________


Total number of INACTIVE Cards:______________________________


Total number of CARDS________________________________________


Destruction Date:____________________________________________

Aggregate total denomination of Cards:_______________________


Client Authorized Signature:_________________________________

Printed Name:________________________________________________

Title:_______________________________________________________


                                       21
<PAGE>
                                    EXHIBIT 2

                             SCHOOLPOP CARD PRICING

The following pricing is effective with the Effective date of this Agreement
through the term of the Agreement and is subject to change as detailed in the
Agreement.

Off-face point value based on volume mix:
<TABLE>
<S>                        <C>
Persona Select             8%
Encompass Select           2%
Fill It Up                 4%
Be My Guest                4%
Category Card              3% (Contingent upon achieving a four and one-half percent (4.5%) weighted average
                               commission via the contracted merchant.)
Grocery Card               3% (Contingent upon achieving a four percent (4%) weighted average commission via the
                               contracted merchant.)
</TABLE>

                                       22
<PAGE>

                                    EXHIBIT 3


                            SCHOOLPOP ACCOUNT NUMBERS

1.       Effective with Period One, the following account numbers shall be used
         by Schoolpop when placing Orders for Cards.

<TABLE>
<CAPTION>
         ----------------------------------- ----------------------------------------- ---------------------------
                      PRODUCT                              DENOMINATION                      ACCOUNT NUMBER
         ----------------------------------- ----------------------------------------- ---------------------------
         <S>                                            <C>                                         <C>
         Persona(R) Select                              25, 50, and 100 Points                      8531
         ----------------------------------- ----------------------------------------- ---------------------------
         Encompass(R) Select                            25, 50, and 100 Points                      8536
         ----------------------------------- ----------------------------------------- ---------------------------
         Fill It Up(R)                                    25, and 50 Points                         8533
         ----------------------------------- ----------------------------------------- ---------------------------
</TABLE>

2.       Effective with Period Two, the following account numbers are to be used
         by Schoolpop.
<TABLE>
<CAPTION>
----------------------------------- ------------------------------------------ --------------------------
                PRODUCT                           DENOMINATION                      ACCOUNT NUMBER
----------------------------------- ------------------------------------------ --------------------------
<S>                                                   <C>                                  <C>
Persona(R) Select                                     25 Points                            8684
----------------------------------- ------------------------------------------ --------------------------
Persona(R) Select                                     50 Points                            8685
----------------------------------- ------------------------------------------ --------------------------
Persona(R) Select                                    100 Points                            8686
----------------------------------- ------------------------------------------ --------------------------

----------------------------------- ------------------------------------------ --------------------------
Encompass(R) Select*                                  25 Points                            8705
----------------------------------- ------------------------------------------ --------------------------
Encompass(R) Select                                   50 Points                            8687
----------------------------------- ------------------------------------------ --------------------------
Encompass(R) Select                                  100 Points                            8801
----------------------------------- ------------------------------------------ --------------------------

----------------------------------- ------------------------------------------ --------------------------
Fill It Up(R)                                         25 Points                            8681
----------------------------------- ------------------------------------------ --------------------------
Fill It Up(R)                                         50 Points                            8683
----------------------------------- ------------------------------------------ --------------------------

----------------------------------- ------------------------------------------ --------------------------
Be My Guest(R)                                        25 Points                            12095
----------------------------------- ------------------------------------------ --------------------------
Be My Guest(R)                                        50 Points                            12098
----------------------------------- ------------------------------------------ --------------------------
</TABLE>

3.       Account numbers and effective dates for any products and/or
         denominations in addition to the account numbers detailed above will be
         provided to Schoolpop by AEIS upon completion of setup of such products
         and/or denominations.

*Encompass(R) Select account numbers shall not be submitted with Orders
effective December 31, 2004.

                                       23
<PAGE>
                                    EXHIBIT 4

                         BRANDING QUICK REFERENCE GUIDE

1.       All communication pieces/media referencing Gift Cheques, all AEIS Card
         products, American Express Incentive Services, AEIS, American Express,
         and/or any American Express merchant must be submitted for approval.
         Please allow five (5) to seven (7) business days for the branding
         review. Typical turnaround is three (3) to five (5) days, however,
         unusual circumstances may cause a delay in the typical turnaround. You
         will be notified of any delay.

2.       Types of communications that require approval: Web sites, audio/visual
         productions, printed materials (brochures, fact sheets, direct
         mailings, newsletters, point of purchase displays), news releases, etc.

3.       Our agreement with our parent company, American Express, is that they
         retain the authority to review every communication piece containing
         references to the sources in the first bullet above. These approvals
         are forwarded by AEIS to:

         The American Express Advertising Review Board ("ARB") who will review
         the following:
         Communications from an advertising perspective
         How the product is being communicated
         Card images
         General Counsel's Office ("GCO") who will review the following:
         Communications from a legal perspective
         Sweepstakes rules
         Charitable mentions
         Copyright infringements

4.       Product marks should be represented as follows:

         Persona(R) Select
         Encompass(R) Select
         Fill It Up(R)
         Be My Guest(R)

5.       Since American Express is not a bank and not affiliated with a bank,
         terminology implying as much should not be used. Please refer to the
         following examples:
<TABLE>
<CAPTION>
     --------------------------------------------------------- ---------------------------------------------------------------
     DO NOT USE                                                REPLACE WITH
     --------------------------------------------------------- ---------------------------------------------------------------
     <S>                                                       <C>
     American Express Gift Card;                               American Express Incentive Services gift card;
     American Express Reward Card;                             American Express Incentive Services reward card;
     Gift/Reward Card from American Express                    American Express branded reward card;
                                                               Reward card with the American Express brand
     --------------------------------------------------------- ---------------------------------------------------------------
     Statement                                                 Transaction Summary
     --------------------------------------------------------- ---------------------------------------------------------------
     Deposit; Credit                                           Load; add; fill
     --------------------------------------------------------- ---------------------------------------------------------------
                                                               Available funds/points;
     Balance                                                   Remaining funds/points
                                                               Point balance
     --------------------------------------------------------- ---------------------------------------------------------------
     Account                                                   Card
     --------------------------------------------------------- ---------------------------------------------------------------
     Merchants                                                 Establishments
     --------------------------------------------------------- ---------------------------------------------------------------
                                                               Similar to a debit card; A prepaid Card;
     Debit/Credit Card                                         Stored-value Card; Reward Card
     --------------------------------------------------------- ---------------------------------------------------------------
</TABLE>

6.       The AEIS or American Express logos (Blue Box) are not to be used on
         Client pieces, as it implies that AEIS and/or American Express are more
         involved in the program than providing the reward product. The words
         "new" and "introducing" are limited to the first six months of use.



                                       24
<PAGE>

7.       Development of Cards or communication materials associated with the
         following industries (including showing images related to these
         industries, e.g. pictures of guns, cigarettes, etc.) must be reviewed
         on a case-by-case basis.
         Alcohol
         Tobacco
         Gambling
         Firearms
         Under no circumstances may any advertising appear in the following
         media:
         Howard Stern
         Rush Limbaugh
         Don Imus

8.       Development of Cards with company names or logos from adult
         entertainment or pornography industries is strictly prohibited.

9.       Use the correct service Mark or registered Mark the first mention of
         the name on each page.

10.      AEIS and American Express will treat communications sent through the
         branding process as confidential.

11.      This Quick Reference Guide is not all-inclusive. All communications are
         subject to the sole approval of American Express.

                                       25
<PAGE>
                                   EXHIBIT 4.A

                       BRANDING APPROVAL PROCESS OVERVIEW

GET READY
You have the idea for the piece
We send you a low-resolution card or Gift Cheque image, if needed, for placement
purposes only (FPO) You develop the layout

GET SET
You send us the layout and copy
We will review it in AEIS Branding and send to American Express Review Units You
should allow a five (5) day turnaround* We will return any revisions with the
high-resolution image, if needed

GO!
You produce and distribute the piece
You send us three (3) copies of the final printed piece to keep on file You (and
we) celebrate your success!


* Standard turnaround is three to five business days, however, if unusual
circumstances occur, the turnaround may take longer. Should this occur, we will
notify you of any delay.

                                       26
<PAGE>
                                   EXHIBIT 4.B

                  AEIS MERCHANT APPROVAL GUIDELINES AND PROCESS

INTRODUCTION / OVERVIEW

The AEIS Communications Group requires review of any new or revised materials,
which include any mention of Merchant Partners -- in order to ensure proper
merchant guidelines. This includes ALL advertising, promotional and marketing
materials in any medium (INCLUDING: COMMUNICATIONS, ADVERTISING, SALES PROMOTION
COLLATERAL, DIRECT MAIL, PRESS RELEASES, VIDEOS, WEB SITES, PROMOTIONAL ITEMS,
SALES PRESENTATIONS AND SIMILAR MATERIALS.) Copy and layout should be submitted
as early as possible. Due to the type of communications piece, approval could
take anywhere from 3 to 10 business days.

MERCHANT SUPPORTING DOCUMENTATION FOR APPROVAL GUIDELINES

Consumer applications are typically more involved. Generally, consumer programs
are targeted to a wider audience; therefore, the implications are greater for
the merchant. For this reason, the merchants mandate that AEIS seek individual
approvals from each and every merchant.

Any standard applications using customized collateral should be reviewed by AEIS
for content and accuracy. Even in the cases where standard program materials are
to be used, AEIS will need to internally review any customized announcements
and/or teasers. More than likely, these pieces feature only merchant names or
merchant lists in print and can typically be approved within 24-48 hours.

Pieces using only select groups of merchants, photos or logos will generally
require a higher level of approval and depending on the merchants used, may
require approval from the merchant as well. The approval timeline will range
from three to ten (3-10) business days for existing/ongoing.

Once, layout and copy are approved by AEIS Communications Group, Merchant
Partnerships, Operations and American Express, any ongoing and additional
changes must also be approved.

IMAGES, LOGOS, PRODUCT PATENT, AND REGISTERED/SERVICE MARKS

IMAGES AND LOGOS
The following are examples of merchant image and logo usage, which require
merchant approval through Merchant Partnerships:

o        Any communication or collateral, whether standard or customized,
         containing merchant images or logos must be reviewed by Merchant
         Partnerships
o        Any new design work of merchant logos and images not previously
         approved
o        Use of standard merchant logos in any color other than the original
         color
o        Unique positioning of merchant images - surrounding merchants, etc.
o        "Direct mail" pieces, which include merchant references when only
         "select" merchants are referenced.
o        Unusual type of creative print work such as posters
o        Borders around logos and busy backgrounds
o        Any copy or tag-lines not previously approved
o        Under no circumstances are press release photos to be used on or in
         association with any form of communication relating to incentive card
         programs unless approved by Merchant Partnerships' contact.
o        Images and/or logos are not to be altered (cropped, inset, or overlaid)
         unless approved by Merchant Partnerships' contact.
o        All images used in magazine format must be obtain merchant copy write
         information next to the image

         MERCHANT PARTNERSHIPS RESERVES THE RIGHT TO REMOVE IMAGES AT ANY TIME
         THAT MAY BE DEEMED INAPPROPRIATE REPRESENTATION OF THE MERCHANT (THIS
         INCLUDES OUTDATED OR SEASONAL IMAGES AND LOGOS).

         ALL QUESTIONS REGARDING MERCHANT COMMUNICATION APPROVAL SHOULD BE
         SUBMITTED TO ANN FINK AT ANN.FINK@AEIS.COM, 636-226-2043.

                                       27
<PAGE>

                                    EXHIBIT 5

                        CATEGORY CARD TARGET ACQUISITIONS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
PRIMARY CARD                              MARKETING CATEGORIES    TARGET MERCHANTS
----------------------------------------------------------------------------------------------
CONSUMER CATEGORIES:
----------------------------------------------------------------------------------------------
<S>                                       <C>                     <C>
Entertainment - Electronics & Misc        Electronics             Best Buy
----------------------------------------------------------------------------------------------
Apparel & Services                        Apparel                 TJ Maxx, Marshalls
----------------------------------------------------------------------------------------------
Household Furnishings & Equipment -       Major and Small         Best Buy
Major and Small Appliance & Misc          Appliances
household equipment
----------------------------------------------------------------------------------------------
Telephone Services                        Phones and Accessories  Best Buy
----------------------------------------------------------------------------------------------
Household Furnishings & Equipment -       Home furnishings and
textiles and Furniture                    decorations             Home Goods
----------------------------------------------------------------------------------------------
Restaurants                               Restaurants             Darden (Red Lobster, Olive
                                                                  Garden, etc.)
----------------------------------------------------------------------------------------------
Gifts - combined from all categories      Gifts                   Fossil
                                                                  Crabtree & Evelyn*
                                                                  Barnes & Nobles
----------------------------------------------------------------------------------------------
Entertainment - Tickets & Admissions      Entertainment           Regal Theatres, Hollywood
                                                                  Video, Ticketsnow.com
----------------------------------------------------------------------------------------------
Gasoline & Motor Oil                      Auto Accessories        Autozone/TBD
----------------------------------------------------------------------------------------------
Entertainment - Toys                      Gifts                   Toys R Us
----------------------------------------------------------------------------------------------
Personal Care Products & Drugs            Drugs                   Walgreens
----------------------------------------------------------------------------------------------
ALTERNATE CATEGORIES:
----------------------------------------------------------------------------------------------
Office Supplies                           Office Supplies         Staples
----------------------------------------------------------------------------------------------
Sporting Goods                            Sporting Goods          Sports Authority
----------------------------------------------------------------------------------------------
Entertainment                             Pet Supplies            Petsmart
----------------------------------------------------------------------------------------------
</TABLE>

                                       28
<PAGE>

                                   EXHIBIT 5.A

                        GROCERY CARD TARGET ACQUISITIONS




Longs
HEB
Piggly Wiggly
Save Mart
ShopKo
Safeway
Staters


                                       29