EXHIBIT 10.3

CONFIDENTIAL
                                 FIRST AMENDMENT
                          TO RESELLER AGREEMENT BETWEEN
                               SCHOOLPOP, INC. AND
                   AMERICAN EXPRESS INCENTIVE SERVICES, L.L.C.

                                November 3, 2004

         This First Amendment (the "Amendment") to the Agreement between
Schoolpop, Inc. ("Schoolpop") and American Express Incentive Services, L.L.C.
("AEIS"), for the Reseller Agreement is effective as of this 11th day of October
2004.

         WHEREAS, the parties have previously entered into a Reseller Agreement,
effective the 1st day of August 2004 (the "Agreement"); and

         WHEREAS, the parties wish to amend the Agreement upon the terms and
conditions set forth herein;

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
________________________________

The Agreement is hereby amended to change the following provisions:

Throughout the Agreement and amendments thereto, all references to "Persona" and
"Persona Select" shall mean the predenominated stored value Card "Persona(R)
Select; and all references to "Encompass" and "Encompass(R) Select" shall mean
the predenominated stored value Card "Encompass(R) Select."


     o   Section 2.a shall be amended to add the following at the end of the
         second sentence "; provided, however, that the Guaranteed Minimum for
         the first Contract Year shall be $42,000,000."

     o   Section 3.b.i shall replace "nine (9) months" with "twelve (12) months"

     o   Section 3.f shall be replaced with the following "Schoolpop shall
         discontinue reselling Encompass(R) Select Cards as a standalone product
         on the earlier of a) Schoolpop reaches total Encompass Select sales of
         six million dollars ($6,000,000) from October 11, 2004 or b) November
         11, 2004 (the "ES Stop Date"). Effective upon the ES Stop Date,
         Schoolpop shall limit sales of Encompass Select Cards to Encompass
         Bundles (hereinafter defined). Effective January 1, 2005, Schoolpop
         shall inventory all Encompass Cards held in trust and follow the
         destruction process for any and all Encompass Cards with less than
         three months Card Life remaining on any such Encompass Cards, provided
         that Schoolpop shall not be responsible for Card destruction fees prior
         to then."

     o   Section 3.l is hereby amended to add the following to the end of the
         subsection: "AEIS shall not charge Schoolpop any Forecast penalties
         incurred during the months of October 2004 through December 2004."

     o   The third sentence of Section 3.m shall be replaced with the following
         "Effective November 11, 2004, Encompass Select shall not be available
         as a standalone product and may only be sold in Encompass Bundles; the
         maximum inactive Card value shall not exceed three million dollars
         ($3,000,000) in any combination of products at any given time."

     o   Section 4.l shall be corrected to refer to "Section 4(k)".

     o   Section 4.n shall be corrected to refer to "this Section 4.n" in three
         separate occurrences.

     o   Section 5.h shall be added: "Effective October 11, 2004, Schoolpop
         shall place forecasted Card Orders in anticipation of actual Orders
         from Clients one (1) business day in advance of receiving such Orders

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         from its Clients and AEIS shall process the respective ACH debit one
         (1) business day following such forecasted Order.

            o    For example, Day 1, Schoolpop provides AEIS with a Day 2 Order
                 forecast; AEIS processes the Order and creates the file in GPP
                 and releases the Order.

            o    Day 2 AEIS initiates an ACH debit for the Order that was
                 released on Day 1.

            o    No earlier than Day 2 Schoolpop ships cards to Clients. Should
                 Schoolpop ship Orders prior to Day 2, Schoolpop shall be solely
                 responsible for Client/Cardholder customer service issues.

            o    Day 3 Cards active by 10a.m.MST. AEIS ACH is processed from
                 Schoolpop's bank account.

         In the event any one (1) ACH is returned for insufficient funds or
         other such similar reason not resulting from a bank error or banking
         moratorium, or is unable to be processed upon submission by AEIS, AEIS
         reserves the right to revert to the previously established Order and
         payment process as documented in the Agreement prior to this Amendment.
         Additionally, Schoolpop shall remit the full payment for any returned
         ACH via wire transfer within twenty-four (24) hours of notice by AEIS."

     o   Section 8.c.i and 8.c.ii shall be replaced with the following

            "c.  AEIS and Schoolpop shall mutually develop, market, and
                 implement two (2) New Cards for Program use as follows:

                 i.  Not later than January 31, 2005, 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. Further, not later than January 31, 2005,
                     the parties shall develop a marketing plan containing
                     actions, responsible parties, and target dates, to launch
                     such category Card into the NPO Marketplace. Schoolpop
                     shall commence selling the category Card during the month
                     of February 2005 with revenue being generated by August
                     2005.

                 ii. At a time mutually agreed by the parties, a grocery Card,
                     where

                     a.  AEIS develops a non-commissionable version for
                         implementation within the NPO Market until such time
                         that a commissionable version may be developed and
                         ready for implementation;

                     b.  AEIS and Schoolpop shall put forth a commercially
                         reasonable effort to secure commissionable 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. Should the parties mutually agree to the need
                         for an external consultant to aid the parties in
                         establishing meetings with desired grocery contacts,
                         the parties shall mutually agree on such external
                         consultant, and shall split the cost for such
                         consultant."

     o   Section 8 shall have a new subsection e "Subject to Section 3.f, the
         parties agree that, effective October 21, 2004, Schoolpop shall
         commence selling a bundled product containing one (1) or more Encompass
         Select Card(s) with a total value of seventy-five (75) points, bundled
         with one (1) twenty-five (25) point Persona Select Card (the "Encompass
         Bundle")."

     o   Section 8 shall have a new subsection f "AEIS shall use commercially
         reasonable efforts to negotiate and launch a commissionable Costco
         card. Should AEIS be successful in its development of such a card, AEIS
         reserves the right to discontinue sales of the Encompass Card upon
         launch of such Costco card with thirty (30) days notice to Schoolpop."

     o   Section 8 shall have a new subsection g "AEIS reserves the right to
         discontinue sales of 25 Point denomination Cards at its sole discretion
         based upon financial results of such sales. AEIS shall provide
         Schoolpop with thirty (30) days notice of such discontinuation."

     o   Section 8 shall have a new subsection h "AEIS will review and evaluate
         merchants as presented by Schoolpop for possible inclusion into the
         Persona Select Card filter. AEIS, in its sole discretion, shall
         determine any additions and deletions to the merchants included in the
         Persona Select Card filter, provided that Schoolpop shall receive

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         thirty (30) days notice of such changes. In the event of any merchant
         deletions by AEIS, where such deletion eliminates a single category or
         where the merchant has not been replaced with a comparable merchant,
         Schoolpop shall have the right to adjust its Forecast and respective
         Guaranteed Minimum, by an amount equal to the lost redemption of the
         deleted merchant."

     o   Section 9.g shall be renumbered as subsection h. The new subsection g
         shall read, "All pricing is based upon historical financial information
         regarding redemption and non-redemption levels specific to Cards sold
         by Schoolpop. The cost of the appeasement program will count as a cost
         against non-redemption levels (reducing the amount of unredeemed
         points). In the event these redemption and non-redemption levels,
         including the cost of the appeasement program, vary from the historical
         levels, AEIS reserves the right to change pricing. This assessment will
         occur as part of the annual review referenced in Section 9.d."

     o   Section 10.a.ii. Persona Select website referenced shall be replaced
         with the following website which represents the standard Persona
         website to include a custom merchant list specific to Schoolpop Clients
         "www.fundraisingpoints.com". And the following shall be added after the
         website reference: "AEIS agrees to show the Schoolpop logo on such
         website."

     o   Section 10.v shall be amended to add the following to the end of the
         existing section "Schoolpop shall have the sole responsibility to
         provide the appropriate communications, training, customer service and
         appeasement for its Clients."

     o   Section 13.a shall be edited as follows:

                 o   13.a.i remove the words "or province"

                 o   13.a.i "(v) replace "$3,000,000" with "$250,000"

     o   Exhibit 2 off-face pricing for Persona Select shall be replaced with
         the following effective October 21, 2004:

                           "Persona Select                    12%*

                     * AEIS reserves the right after 12/31/04 to review
                     financials related to Persona Select off-face pricing on a
                     monthly basis throughout the term of the Agreement and
                     revise the off-face pricing as necessary and shall document
                     such change in writing between the parties. Schoolpop shall
                     have the right to make reasonable adjustments to its
                     Forecasts to the extent affected by such changes and the
                     Guaranteed Minimum may be reduced to a mutually agreed upon
                     level." Exhibit 2 shall be edited to include the following
                     additions

                      "Encompass Bundle  Effective 10/21/04 through 12/31/04
                                         12% off face Persona Select and 2% off
                                         face Encompass Select

                      Encompass Bundle   Effective 01/01/05 through end of Term
                                         8% off face Persona Select and 2% off
                                         face Encompass Select"

     o   Exhibit 2 shall have a new subsection "Persona Select off-face pricing
         of 12% is contingent upon Schoolpop's ongoing contribution of 9% of
         such off-face pricing to its Clients. Should Schoolpop discontinue such
         contribution to its clients, AEIS reserves the right to change pricing.
         AEIS reserves the right to audit such contribution from Schoolpop to
         its clients through the term of the Agreement."

     o   Exhibit 3, the following new account number shall be added

               PRODUCT            DENOMINATION           ACCOUNT NUMBER
         ---------------------  ----------------   --------------------------
         Encompass(R) Select*       75 Point       20590 (Available 11/19/04)

     o   Exhibit 3, last sentence shall be replaced with the following"
         "*Encompass Select account numbers shall only be used for orders of
         Encompass Bundle sales after November 11, 2004,"

         The terms of the Agreement are hereby amended and modified by the terms
and conditions of this Amendment, which shall supersede and prevail over any
conflicting terms and conditions set forth in the Agreement. Except as
specifically set forth herein (or as set forth in any other written amendments

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which may be entered into between the parties), all of the terms and conditions
of the Agreement remain unmodified and in full force and effect.

         IN WITNESS WHEREOF, the parties have signed this Amendment to the
Agreement as of the date set forth below.


SCHOOLPOP, INC.                      AMERICAN EXPRESS INCENTIVE SERVICES, L.L.C.


By: /s/ Paul Robinson                By: /s/ James Menedin
    ------------------------------       ---------------------------
Paul Robinson, President             James Menedin, COO/CFO
3885 Crestwood Parkway, Suite 550
Duluth, GA 30096

Date:   11/5/04                      Date:   11/5/04
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